Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

[X]      Quarterly  report  pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 for the quarterly period ended June 30, 2000

                                       OR

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

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

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

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



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

                      10542 South Jordan Gateway, Suite 200
                            South Jordan, Utah 84095
                            ------------------------
              (Address of principal executive offices and Zip Code)

                                 (801) 501-7100
                                 --------------
              (Registrant's telephone number, including Area Code)

Check  whether the  registrant:  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing  requirements  for the past 90 days.
                                                                  Yes [X] No [ ]





                                       1
<PAGE>





As of June 30, 2000, there were issued and outstanding  23,929,745 shares of the
Company's Common Stock, par value $.001 per share.

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



<PAGE>



                                Table of Contents

Part I. Financial Information................................................3


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

         Unaudited Condensed Consolidated Balance Sheets
           as of June 30, 2000 and March 31, 2000............................3

         Unaudited Condensed Consolidated Statements of
           Operations for the three months
           ended June 30, 2000 and 1999......................................4

         Unaudited Condensed Consolidated Statements of
           Cash Flows for the three months
           ended June 30, 2000 and June 30 1999..............................5

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


     Item 2.  Management's Discussion and Analysis or
                Plan of Operation............................................9

     Item 3.  Quantitative and Qualitative Disclosures
                about Market Risk...........................................25



Part II. Other Information..................................................26

      Item 2. Changes in Securities and Use of Proceeds.....................26

      Item 6. Exhibits and Reports on Form 8-K..............................26





                                       2
<PAGE>





                                     PART I

ITEM 1--FINANCIAL STATEMENTS

                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

                 Unaudited Condensed Consolidated Balance Sheets


                                                     June 30        March 31
                                                       2000           2000
                                                   -----------    -----------
ASSETS
    Current Assets
        Cash and Cash Equivalents                 $     22,557   $    489,297
        Marketable Securities                            2,220          3,360
        Accounts Receivable                             42,366           --
        Prepaid Expenses                                28,793         24,315
        Inventory                                       22,167           --
                                                   -----------    -----------
    Total Current Assets                               118,103        516,972
                                                   -----------    -----------
    Equipment                                          364,857        339,012
        Less: Accumulated Depreciation                (185,089)      (152,805)
                                                   -----------    -----------
    Equipment, Net                                     179,768        186,207
                                                   -----------    -----------
    Other Assets
        Deposits                                          --           16,618
        Investment in Qui Vive                            --          920,811
        Investment in Envision
          Development Corporation                   32,271,960           --
        Intangible Assets, net amortization            105,252         45,270
                                                   -----------    -----------
    Total Other Assets                              32,377,212        982,699
                                                   -----------    -----------
TOTAL ASSETS                                      $ 32,675,083  $   1,685,878
                                                   ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
        Accounts Payable                          $    328,991   $    206,476
        Accrued Liabilities                             59,170         73,902
        Loan from Officer                               50,000           --
        Deferred Income on Maintenance Contracts         1,125          1,500
        Deferred Tax Liability                      11,806,131           --
        Current Portion of Capital Leases               12,647         15,556
        Net current liabilities of
         discontinued segment                             --          460,449
                                                   -----------    -----------
    Total Current Liabilities                       12,258,064        757,883
       Capital Lease Obligations, net of
         current portion                                13,669         14,988
       Net long-term liabilities of
         discontinued segment                             --          187,658
                                                   -----------    -----------
Total Liabilities                                   12,271,733        960,529
Minority interest in discontinued operations              --        1,338,429
Stockholders' Equity (Deficit)
    Common Stock                                        23,930         23,826
    Deferred compensation                           (4,861,250)    (5,693,750)
    Additional paid in Capital                      14,891,571     14,397,648
    Retained Earnings / (Deficit)                   10,413,821     (9,327,222)
    Accumulated unrealized loss on
        securities available for sale                  (14,722)       (13,582)
                                                   -----------    -----------
Total Stockholders' Equity                          20,403,350       (613,080)
                                                   -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 32,675,083   $  1,685,878
                                                   ===========    ===========


       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       3
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

            Unaudited Condensed Consolidated Statements of Operations


 Sundog Technologies, Inc.
 Condensed Statement of Income
 (A Company in the Development Stage)

<TABLE>
<CAPTION>

                                            Three Months Ended       From Inception
                                                 June 30              June 11, 1992
                                           2000           1999       to Jun 30, 2000
                                      ------------    ------------    ------------
<S>                                   <C>             <C>             <C>
Net Revenues                          $     42,200    $      5,689    $    307,613

Costs and Expenses:
  Cost of Revenues                           1,678          11,542         100,669
  Research and Development                 140,423         247,279       1,879,668
  Selling, General & Administrative
    exclusive of non-cash compensation     768,831         485,655       4,618,339
  Amortization of deferred
   compensation                            925,000                       1,850,000
                                      ------------    ------------    ------------
Total Costs and Expenses                 1,835,932         744,476       8,448,676
                                      ------------    ------------    ------------

Operating (Loss)                        (1,793,732)       (738,787)     (8,141,063)
                                      ------------    ------------    ------------
  Gain on disposal of segment           21,531,555            --        21,531,555
  Loss from discontinued operations           --          (521,386)       (521,386)
  Interest Income                            4,109          19,733         109,928
  Interest Expense                            (887)         (2,053)        (16,973)
  Other Expense                               --              --              (288)
  Other Income                                --              --               289
                                      ------------    ------------    ------------

Net (Loss)                            $ 19,741,045    $ (1,242,493)   $ 13,517,393
                                      ============    ============    ============

Basic Net Income (Loss)                  $    0.83    $      (0.03)
  per common share
Weighted average basic shares           23,856,903      22,560,234

Diluted Net Income (Loss)
  per common share                    $       0.77    $      (0.06)

Weighted average diluted shares         25,480,305      22,560,234
</TABLE>


       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





                                       4
<PAGE>





                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

            Unaudited Condensed Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>


                                                            Three Months Ended
                                                                  30-Jun
                                                           2000            1999
                                                       -----------    -----------
<S>                                                     <C>            <C>
Cash Flows used in Operating Activities:
    Net Income (Loss)                                   19,741,045     (1,242,493)

    Adjustments to reconcile net income (loss) to
    net cash used in operating activities:
        Depreciation and Amortization                       34,789         19,059
        Gain on disposal of segment                    (21,531,555)          --
        Compensation from option grants                    925,000           --
        Changes in Assets and Liabilities:
          Accounts Receivable                              (42,366)        45,456
          Prepaid Expenses                                 (19,281)       (23,989)
          Inventory                                         (7,366)          --
          Accounts Payable                                 122,514         26,917
          Accrued Liabilities                              (15,108)         1,210
                                                       -----------    -----------
Net Cash used in Operating Activities                     (792,328)    (1,173,840)
                                                       -----------    -----------

Cash Flows used in Investing Activities:
    Additions to Equipment                                 (54,613)       (81,821)
    Lease Deposits                                            --           (1,362)
    Patent/Trademark Costs                                 (17,096)       (10,339)
                                                       -----------    -----------
Net Cash used in Investing Activities                      (71,709)       (93,522)
                                                       -----------    -----------

Cash Flows Provided By Financing Activities:
    Proceeds from Issuance of Common Stock                 351,526        194,834
    Loan from officer                                       50,000           --
    Increase in Lease Obligations                           (4,229)       (11,467)
                                                       -----------    -----------
Net Cash Provided By Financing Activities                  397,297       183,367
                                                       -----------    -----------

Net Increase (Decrease) in Cash and Cash Equivalents      (466,740)    (1,083,995)
                                                       -----------    -----------

Beginning Cash and Cash Equivalents                        489,297      2,215,620

                                                       -----------    -----------
Ending Cash and Cash Equivalents                            22,557      1,131,625
                                                       ===========    ===========

</TABLE>

       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       5
<PAGE>




                            SUNDOG TECHNOLOGIES, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

Note 1   Basis of Presentation

The  Company has  prepared  the  accompanying  condensed  financial  statements,
without  audit,  according to the  applicable  regulations of the Securities and
Exchange  Commission.  Certain information and disclosures  normally included in
financial   statements  prepared  according  to  generally  accepted  accounting
principles  have been  condensed  or  omitted.  The  Company  believes  that the
following disclosures are adequate and not misleading. These unaudited condensed
financial  statements  reflect  all  adjustments   (consisting  only  of  normal
recurring  adjustments) that, in management's  opinion, are necessary to present
fairly the  financial  position and results of operations of the Company for the
periods  presented.  It is suggested that these  unaudited  condensed  financial
statements are read in conjunction  with the consolidated  financial  statements
and the notes thereto included in the Company's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 2000, as amended.

Note 2   Concentration

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

Note 3   Equity

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

Note 4   Sale of Qui Vive

On February 10, 2000,  the Company  entered into an  Acquisition  Agreement (the
"Initial Acquisition Agreement") with Perfumania.com,  QV Acquisition Co., which


                                       6
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


is a wholly owned  subsidiary of  Perfumania.com.,  and Rock  Mountain  Ventures
Fund, LP to sell its entire ownership in the Company's wholly owned  subsidiary,
Qui Vive, Inc. ("QV"). If the acquisition would have been consummated,  pursuant
to the Initial Acquisition Agreement, Perfumania.com would have received 550,000
of Qui Vive Series A Preferred  stock,  representing the Company's entire equity
interest in Qui Vive in exchange for 1,530,000 shares of  Perfumania.com  common
stock.   Additionally,   the  Company  would  have  received  10,000  shares  of
Perfumania.com common stock in exchange for licensing rights associated with Qui
Vive technology.

Subsequent  to signing the  Acquisition  Agreement  on  February  10,  2000,  we
conducted   additional   discussions  with  Envision   Development   Corporation
(successor in interest to "Perfumania.com")  ("Envision")  concerning Envision's
interest in  acquiring  QV. After  extensive  arms-length  negotiations  between
Envision  and Sundog,  on March 31, 2000 we entered into an Amended and Restated
Acquisition   Agreement  (the   "Acquisition   Agreement")  with  Envision,   QV
Acquisition Co., and Rock Mountain Ventures Fund, LP.

Pursuant to the  Acquisition  Agreement,  on April 7, 2000,  we  transferred  to
Envision all of our interest in QV in exchange for 1,492,500  shares of Envision
common  stock.  These shares are subject to a contractual  covenant  prohibiting
sale of such stock in the open market any time on or before  October 7, 2001. We
are  permitted  to sell such  shares in large  blocks  in  privately  negotiated
transactions;  nevertheless,  because any acquirer must take such shares subject
to the  prohibition  on sale  before  October 7,  20001,  we expect  interest in
acquiring  our Envision  shares to be limited and the purchase and sale price in
any such  transaction  to be a significant  discount from current market prices.
Even after all  contractural  restrictions on the sale of our shares of Envision
common stock have expired,  such shares may continue to be "control  securities"
and may not be resold except prusuant to an effective  registration statement or
pursuant to the so-called "leak out"  provisions of Rule 144  promulgated  under
the Securities Act.

The 1,219,500  shares of Envision common stock we presently own, and the 272,500
shares  of  Envision  common  stock  we  expect  to  acquire  are  subject  to a
contractural covenant prohibiting sale of such stock in the open market any time
on or before  October 7, 2001.  We are  permitted  to sell such  shares in large
blocks in privately negotiated transactions;  nevertheless, because any acquirer
must take such shares subject to the prohibition on sale before October 7, 2001,
we expect  interest  in  acquiring  our  Envision  shares to be limited  and the
purchase and sale price in any such  transaction  to be a  significant  discount
from current market prices. Even after all contractural restrictions on the sale
of our shares of Envision common stock have expired, such shares may continue to
be "control  securities"  and may not be resold expect  pursuant to an effective
registration  statement or pursuant to the  so-called  "leak out"  provisions of
Rule 144 promulgated under the Securities Act.

Note 5   Investment in Envision Development Corporation

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

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

2.   Envision  Development common stock has experienced extreme volatility.  The
     quoted price $20.50 in mid January,  rising to a high of $72 on May 3, 2000
     and then dropping to $22 by June 30, 2000.

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


                                       7
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


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

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

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

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


Use of Our Shares of Envision common stock.

In the near-term,  we intend to use our shares of Envision  common stock to help
fund our  operations.  In light of the  restrictions  on resale  imposed  by the
securities laws and the contractual  restriction  prohibiting sale of our shares
of  Envision  common  stock on an exchange  prior to October 7, 2001,  we do not
intend to sell our shares of Envision  common  stock in the market.  Rather,  we
intend to use the stock as collateral in obtaining a loan,  which loan we expect
to repay with proceeds from the sale of the Envision stock when the  restriction
period has passed.

We have entered into a loan  agreement  pursuant to which the Company can borrow
up to 50% of the  average  value of our  Envision  stock  10 days  prior to loan
funding.  The loan is a  non-recourse  loan with a two year term and an interest
rate of 8.15%. We are also  considering  selling one or more large blocks of our
shares of Envision common stock in a privately negotiated transaction.  However,
private  sales  of  the  Company's   Envision   stock  are  subject  to  certain
restrictions  on resale imposed by governing  securities  laws. We expect to use
any proceeds  from a loan  secured by a pledge of our Envision  shares or from a
sale of such shares to fund our ongoing research, development and operations.




                                       8
<PAGE>


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


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

OVERVIEW

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

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

In March 2000, we closed down our professional services division, which provided
our customers with both training and consulting in business process  improvement
(BPI). The professional service group was unable to generate sufficient sales to
justify  the cost of  continuing  the  group's  independent  operation.  We will
continue to provide BPI consulting services as requested by customers.

Universal Update(TM)  Overview

Moving data between dissimilar  computing  environments is a fundamental problem
at many different levels within a computing environment. Universal Update(TM) is
a tool that is used to solve  this  problem at the data and  application  level.
Universal  Update(TM)  provides a centralized data distribution hub for all of a
company's information sources. It easily handles the complex logistics of moving
information  throughout the  enterprise----tracking  the  information,  managing
updates and  modifications,  and selecting the best delivery methods.  Universal
Update(TM)  is the  information  clearinghouse  for the mobile  and  distributed
enterprise.

Primary Features and Benefits of Universal Update(TM)

o        Complex data  selection  and  extraction  processes are hidden behind a
         simple  point-and-click  graphic  user  interface  ("GUI").  Typically,
         selecting and exporting data requires scripting or programming.  Custom
         programming is virtually eliminated by using Universal Update(TM).

o        Universal  Update(TM) is  non-intrusive  to source data set.  Universal
         Update(TM)  does  not  require  modification  to  the  source  data  or
         processes.  It does not embed any additional  code or functions  within
         the source  environment and requires only read access rights to extract
         data.  As a  result,  Universal  Update(TM)  dose not  affect  business
         functions and environment stability.


                                       9
<PAGE>


o        Universal Update(TM)  automatically  recognizes changes in source data.
         Through  patented  technology,   Universal   Update(TM)   automatically
         recognizes  changes in the source data set and replicates those changes
         to the target data sets. This allows incremental  updates to the target
         data  without  having to  periodically  reload the entire data set from
         source to target.

o        Universal  Update(TM)  works  with a wide  variety of source and target
         data sets.  Universal  Update(TM)  incorporates  sophisticated  adapter
         technology  that enables data movement  between many different types of
         source and target  data sets.  By  working  through  JDBC/ODBC  drivers
         (industry  standard  interfaces  that allow users to access  read/write
         databases) or defined application program interfaces (APIs),  Universal
         Update(TM)  gives users great  flexibility in linking  dissimilar  data
         environments.

By design,  Universal  Update(TM) is intended to be  non-intrusive to the source
data.  As a result,  scanning  source  data for changes  and  replicating  those
changes  requires an overhead of time.  The amount of time  required to scan the
source data,  recognize  changes and replicate  those changes  depends on source
data set size and the  speed of the  servers  used to host the  source  data and
Universal  Update(TM) . Universal  Update(TM) is categorized as a near real-time
data replication  solution and is not intended to compete with  enterprise-class
real-time transaction replication systems.

Universal Update(TM)'s Niche

There are many tools and  technologies  available  for moving data  between data
sets.  If the data sets are  identical - for example,  both are Oracle  database
sets - capabilities  exist within the database  itself for both local and remote
data replication.

The  technological  challenge becomes much more complex when moving data between
different kinds of databases or data  environments.  There are numerous products
in addition to Universal  Update(TM)  designed  for this type of data  movement;
however,  most such products require a significant  amount of manual integration
before they can be set up and used. For example,  most database products include
interfaces  that  permit a user to  extract  data from or  import  data to other
sources.  These interfaces by definition require that another program, or custom
programming,  be used to handle the data  extraction  and  moving.  Third  party
commercial products are available to take advantage of the database  interfaces;
however, they typically require additional custom programming to ensure that the
correct data is extracted in the correct format.

In this type of environment, Universal Update(TM) adds value by allowing data to
be easily  extracted  and moved between  disparate  data sets.  Little,  if any,
custom programming is required. In cases where custom programming is required, a
user can typically limit such changes to a small portion of the program,  called
"adapters,"  through a software  developer  kit (SDK)  included  with  Universal
Update(TM). Selecting data to be extracted is a simple point-and-click operation
through a feature rich GUI. A user may also further  refine the data by applying
filters to the data targets.  Since the transport protocol between the different
modules of Universal  Update(TM) is TCP/IP, the product can be used to move data
between both local and remote data sets.

How the Customer Benefits From Universal Update(TM)

     Universal Update(TM)technology:

        -    Extends a company's system investments,

        -    Eliminates the complexity of advanced data  distribution,

                                       10
<PAGE>

        -    Lowers the cost of providing timely information updates,

        -    Improves communication between distributed partners, customers, and
             employees, and

        -    Ensures  flexibility for future  integration  with new data sources
             and applications.

Current Status of Development

We are  currently  shipping v1.6 of Universal  Update(TM)  with plans to release
v1.7 at the end of August  2000.  We plan to release new versions of the product
every 3 - 4 months for the next year.  We  invested  $856,111  and  $597,774  in
development  of Universal  Update(TM) in FY 1999 and FY 2000  respectively.  The
reason  for the  decrease  in  development  costs  in FY 2000  was  insufficient
funding.

The purpose for this  aggressive  release  schedule is to catch up for  cutbacks
experienced in FY 2000 and to meet additional  customer demands. A sample of the
enhancements planned for implementation over the next year is listed below.

      o           We plan to make performance and task management improvements.

      o           We plan to revise  Universal  Update(TM) to maintain  table to
                  table  relationships  when  distributing  information  between
                  disparate database systems.

      o           We plan to add  data  preview  tools  to view  data  within  a
                  potential source database system as an external tool

      o           We plan to alter  Universal  Update(TM) to include the ability
                  to create products that span multiple tables within a database
                  system  without  creating a custom view using  database  tools
                  provided by the particular database vendor(s).

      o           We plan to alter Universal  Update(TM) to allow users with SQL
                  experience to make  modification  to the SQL statement used by
                  Universal  Update(TM).  This will give the user the ability to
                  provide  more  advanced  filter  criteria   depending  on  the
                  database source and the expertise of the Universal  Update(TM)
                  user.

      o           We plan to add a  transformation  API that will allow users to
                  perform major data transformation during the data distribution
                  process  of  Universal   Update(TM).   With  this,   Universal
                  Update(TM)  users with Java and SQL expertise  will be able to
                  write to this API.

Opportunities for Use of Universal Update(TM)

Because of the universal nature of the data exchange problem, there are numerous
potential applications for Universal Update(TM) technology. Common tasks such as
effecting a change  from older  technology  to new  technology,  tying  together
different  groups  within  a  company  and  allowing  data  interchange  between
companies all create opportunities for Universal  Update(TM).  Examples of tasks
for which our Universal Update(TM) technology has been and can be used, based on
our discussions  with customers,  include:

      o           Synchronizing  data from  different  systems  in a  university
                  setting.

                                       11
<PAGE>

      o           Consolidating   data  from  different   sources  to  a  single
                  authoritative source within a data center.

      o           Replicating government employee contact information throughout
                  the enterprise  from the human  resources  package that is the
                  authoritative source.

      o           Importing employee information from a human resources database
                  into a health insurers database.

      o           Updating a hosted web-based catalog from customer databases.

      o           Aggregating   corporate  data  to  specialized   servers  that
                  distribute data to hand-held devices.

Our Strategy

We have  elected  to  focus  on a  parallel  marketing  strategy  pursuing  both
near-term niche opportunities and longer-term strategic  opportunities.  We hope
that this parallel approach will allow Sundog to realize near-term revenue while
establishing a longer-term strategic market position.

Seek Near-Term Niche Opportunities

In order to  generate  revenues in the near term,  we are seeking  opportunities
with   the   following   characteristics,   which   projects   we  call   "niche
opportunities":

      o           Little existing  competition.  There are  applications  and/or
                  databases that have not achieved wide market acceptance.  As a
                  result, third party tools and services are limited -- creating
                  little or no existing competition for Sundog.

      o           Sufficient  market size.  Ideal  markets are smaller  segments
                  that are not  well  supported  but  offer  reasonable  revenue
                  opportunities.

      o           Easy technical market entry. Niche  opportunities must require
                  few or no changes to our existing product.  This will allow us
                  to keep the  majority of our  technical  resources  focused on
                  longer-term strategic opportunities.

      o           Well-defined,   active  channel.  A  well-defined  and  active
                  channel is key,  even if the channel is small,  allowing us to
                  quickly  enter  this  market  and  fully  leverage  sales  and
                  marketing resources.

      o           Sufficient time window. Once a need has been identified within
                  a market,  there must be a sufficient window of opportunity to
                  allow  reasonable  time for  sales and  marketing  activities.
                  Factors  include  a  reasonably  stable  customer  base and no
                  significant   planned  changes  to  the  applications  we  are
                  targeting.

      o           Possible  synergy  with  other  niches.  An  example  would be
                  developing  a  solution  for a  financial  package  that could
                  easily be adapted to other similar financial packages.

                                       12
<PAGE>


Seek Long-Term Strategic Opportunities

In order to strategically  position  ourselves for the long term, we are seeking
opportunities  with the following  characteristics,  which we view as "strategic
opportunities":

      o           Significant market  opportunity.  The ideal market opportunity
                  would be in a rapidly expanding market with substantial growth
                  potential.

      o           Strong  partnership  positions.  We would like to gain  market
                  entry and  establish a strategic  position  though one or more
                  key partnerships.

      o           Long-term revenue potential. We are seeking a market with size
                  and  dynamics  that will  permit us to  establish  a long-term
                  revenue position.

      o           Competitive  advantages.  We hope  to  establish  a  technical
                  advantage and key strategic relationships.

Identified Near-Term Niche Opportunities and Long-Term Strategic Opportunities

Sundog  Technologies  has identified  several  near-term and longer-term  market
opportunities, including the following:

->     Near-Term Opportunity - Business Intelligence

 "Business  Intelligence"  refers to the process of gathering and analyzing data
to gain additional  insight into business  issues and processes.  It encompasses
several  traditional data functions including data mining, data distribution and
reporting. These functions are well established for mainstream markets; however,
we have identified  several  opportunities in smaller market segments and should
begin producing revenues from those segments by the end of August 2000.

->     Longer-Term Strategic Opportunity - Mobile Computing

Mobile  computing is  currently  being  heralded as the next great  frontier for
computing  opportunity.  Business  Research  Group  estimates  that there are 50
million mobile  workers in the United States alone.  Gartner Group has predicted
that by the end of  2000,  40% of  white-collar  workers  will  work in a mobile
environment  and  that,  by  2003,  137  million  businesses  worldwide  will be
employing servicing or supporting the mobile computing workforce.

Mobile  computing began with notebook  computers but is currently being extended
to personal digital  assistants - (PDA's) and web enabled phones - (WEP) through
wireless access  protocol  (WAP).  Both of these last two platforms are far more
pervasive  and widely used than  desktop and  notebook  PC's.  Industry  experts
estimate that there are 1 billion wireless phones in use worldwide. As PDA's are
updated to include better connectivity capabilities (similar to wireless phones)
and as wireless phones gain additional  computing capability (similar to PDA's),
a huge market will be created for  content  management  and content  delivery to
these platforms.

Corporations  are beginning to recognize the importance of PDA's and WEP's as an
extension to their corporate computing platforms.  One of the technical problems
involved  with using these mobile  devices for  corporate  computing is enabling
complex  corporate  processes on these platforms.  One industry leader describes
this problem as "fitting an elephant in a teacup."

Our Universal  Update(TM) is a perfect  solution for this problem,  allowing key
pieces of data to be extracted from complex  corporate sources and replicated to
mobile computing devices.  We are aggressively  pursuing  partnerships that will
allow us to offer this type of solution to the mobile computing market.

                                       13
<PAGE>

Our Partnership With Aether Software

One of the first such  partnerships  is our  partnership  with Aether  Software,
announced on June 13, 2000. Aether Software produces a family of products called
ScoutWare(TM).  ScoutWare(TM)  products  are  designed  to manage  PDA's and the
content on those  devices  from a central  server.  By  deploying  ScoutWare(TM)
solutions, corporations can utilize PDA's as valuable mobile computing platforms
for a variety of enterprise IT functions.  As Aether Software's technologies are
combined with Universal Update(TM), Sundog and Aether Software expect to offer a
powerful  solution for accessing and updating  corporate data sources from or to
PDAs. The benefits of this partnership provided by both Companies include:

      o           Aether  provides  the  framework  for  centrally  managing and
                  distributing information to PDAs;

      o           Sundog provides easy access to multiple complex data sources;

      o           Sundog eliminates the need for custom programming or scripting
                  to access data and create data conduits;

      o           Sundog is non-intrusive to data sources so that no changes are
                  required to core data or business processes;

      o           Sundog  automatically  recognizes  a change  in  source  data,
                  tracks  changes  and  distributes   incremental   updates  and
                  leverages  Aether's  ScoutWare(TM)  to ensure  that all mobile
                  targets have current data sets;

      o           Interoperability  between ScoutWare and Universal Update(TM)is
                  expected to provide ease of use;

      o           The combined  solution is expected to include full  automation
                  of  conduit  and  forms  development  so that  PDA  forms  and
                  applications,  and access to the data that drives those forms,
                  can be quickly and easily developed and implemented; and

      o           The  combined  solution is expected  to permit  deployment  of
                  mobile solutions in hours, versus days or weeks.

->     Under Consideration For Future Expansion

We are constantly considering additional market opportunities as a way to expand
our product line and gain revenue from other market segments. Some of the market
opportunities currently under consideration include.

      o           Web content management

      o           Business to business (B2B) data interchange

      o           Directory services enablement


                                       14
<PAGE>


These and other  market  opportunities  are being  evaluated  in terms of market
potential, competition, expected growth and other factors.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2000 and 1999

Revenues for the quarter ended June 30, 2000 were $42,200 compared to $5,689 for
the quarter  ended June 30, 1999.  Such increase in revenue is  attributable  to
increased sales of Universal Update, the Company's data base product.  Operating
costs and  expenses  totaled  $1,835,932  in the  quarter  ended  June 30,  2000
compared to $744,476  for the same period in 1999.  Operating  expenses for 2000
included  $140,423  research  and  development  costs and  $768,831 for selling,
general and administrative expenses and $925,000 for deferred compensation. This
compares to research and development costs of $247,279 and $485,655 for selling,
general and  administrative  expenses and no deferreed  compnsation for the same
period in 1999. The increased expenses in 2000 are due to deferred  compensation
associated with options granted at an exercise price below fair market value and
costs for the promotion of the Company's data-base product.  The Company expects
expenditures  to  increase in all areas of its  business  during the next twelve
months as  development  and  promotion of existing  and new  products  continues
assuming available working capital.

The  Company  had $4,109 in interest  income  during the quarter  ended June 30,
2000,  compared to $19,733 for the same period in 1999. The decrease in interest
income is due to decreased cash balances maintained by the Company in banks. Net
income for the quarter  ended June 30, 2000 was  $19,741,045  or $.83 per share,
compared to a loss of  $(1,242,493)  or $(.06) per share for the same quarter in
1999.  The  increase  in net income is  attributable  to the shares of  Envision
common stock received in connection  with the sale of the Company's  interest in
QV on April 7, 2000. The shares of Envision common stock received by the Company
in such transaction are subject to significant resale restrictions. In addition,
the market price for such shares is extremely volatile.

When options are granted below the market value,  the Company  records  deferred
compensation in the equity section of its balance sheet. As the options vest the
Company  recognizes the  compensation  expense.  Deferred  compensation  for the
quarter  ended June 30,  2000 was $92,500 due to 50,000  options  granted  below
market value.  Amortization  of deferred  compensation  expense  recognized  for
options that vested  during the quarter was  $925,000.  There was no  comparable
income recognized in the quarter ended June 30, 1999.

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

Liquidity and Capital Resources

At June 30,  2000,  the Company  had cash and cash  equivalents  of $22,557,  as
compared to cash and cash equivalents of $489,297 as of March 31, 2000. Cash was
provided during the period through the sale of stock in a private placement, the
exercise of Warrants  granted in August 1998 and the exercise of stock option by
a former employee.

The Company  held  marketable  securities  available  for sale at June 30, 2000.
Although  the Company  does not intend to engage in the business of investing in
or buying and selling  securities  of other  companies,  these  securities  were
received as partial  consideration  in connection with the sale of the Company's
common stock in October 1997. These  marketable  securities were 3,000 shares of
common stock of Eurogas Corp. ("EUGS").

                                       15
<PAGE>

At June 30,  2000,  the sale price of EUGS  common  stock,  as  reported  by the
over-the-counter  ("OTC") electronic bulletin board, was $0.74 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.

On April 7, 2000, the Company  transferred to Envision all of its interest in QV
in exchange for 1,219,500  shares of Envision  common stock delivered at closing
and an  agreement  by  Envision  to issue to Sundog  another  272,500  shares of
Envision common stock within 2 business days of the approval of such issuance by
its shareholders.  On June 30, 2000, the price of Envision Development shares as
quoted on the American Stock Exchange was $22 per share.

The 1,219,500  shares of Envision common stock we presently own, and the 272,500
shares  of  Envision  common  stock we  expect  to  acquire,  are  subject  to a
contractual  covenant prohibiting sale of such stock in the open market any time
on or before  October 7, 2001.  We are  permitted  to sell such  shares in large
blocks in privately negotiated transactions;  nevertheless, because any acquirer
must take such shares subject to the prohibition on sale before October 7, 2001,
we expect  interest  in  acquiring  our  Envision  shares to be limited  and the
purchase and sale price in any such  transaction  to be a  significant  discount
from current market prices. Even after all contractual  restrictions on the sale
of our shares of Envision common stock have expired, such shares may continue to
be "control  securities"  and may not be resold expect  pursuant to an effective
registration  statement or pursuant to the  so-called  "leak out"  provisions of
Rule 144  promulgated  under the  Securities  Act. 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.

As of June 30,  2000 and August  15,  2000,  the  Company  did not have  working
capital  sufficient to meet its short term obligations.  The Company has entered
into a loan agreement  pursuant to which a private lender has agreed to loan the
Company up to an amount  equal to 50% of the average  market price of our shares
of Envision common stock during the 10 trading days prior to funding.  This is a
non-recourse  loan with a two-year term and an interest rate of 8.15%.  The loan
is expected to fund  sometime  during the month of August 2000. If the loan does
not fund at that time, the Company will have a critical shortage of capital and,
if the Company cannot obtain  funding from other sources,  will be unable to pay
our current expenses.

Even  if the  loan  does  fund,  if the  Company  does  not  begin  to  generate
significant  revenues  in the  near  future,  the  Company  will  need to  raise
additional funds to fund our rapid expansion, to develop new or enhance existing
services or products or to respond to competitive pressures.  The Company cannot
provide assurance that additional financing will be available on terms favorable
to it, or at all. If adequate  funds are not  available or are not  available on
acceptable  terms,  the  Company's  ability to fund its  marketing  and  planned
product development programs or otherwise respond to competitive pressures would
be limited.

Cautionary Statement Regarding Forward-Looking Statements

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

The  forward-looking  statements  contained  in this  report  include  plans and
objectives of management for future  operations,  plans relating to the products
and predictions  regarding the economic performance of the Company.  Assumptions
applicable  to the  foregoing  involve  judgments  with  respect to, among other
things,  future economic,  competitive,  and market conditions,  future business
decisions,  and the time and money required to successfully complete development
projects,  all of which are difficult or impossible  to predict  accurately  and
many of which are beyond the Company's  control.  Although the Company  believes
that the assumptions  underlying the forward-looking  statements are reasonable,
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.

                                       16
<PAGE>

Development Stage, Accumulated Deficit

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

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

FACTORS THAT MAY AFFECT FUTURE RESULTS.

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

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

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

                                       17
<PAGE>

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

We have  incurred  operating  losses  each  year  since our  inception  in 1992.
However,  as of June 30, 2000, the Company had accumulated  retained earnings of
approximately  $13,483,448  due to the  gain of  $21,531,555  recognized  by the
Company on the sale of Qui Vive.  We expect to incur  additional  losses for the
foreseeable  future,  and we expect our losses to increase as our  research  and
development efforts progress. Our operating expenses are expected to increase as
a result of our recent hiring of a 6 person sales force, a new  management  team
and  planned  additional.  We do  not  expect  sales  revenues  to  increase  in
sufficient  amount  during  the  coming  fiscal  year to  offset  our  operating
expenses,  and we can provide no assurance  that our revenues will ever be large
enough to offset operating and other expenses. We do not expect to be profitable
in the near future and may never be profitable.

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 have entered into a loan agreement  pursuant to which a private
lender has agreed to loan us up to an amount equal to 50% of the average  market
price of our shares of Envision common stock during the 10 trading days prior to
funding.  This is a non-recourse  loan with a two-year term and an interest rate
of 8.15%. The loan is expected to fund sometime during the month of August 2000.
If the loan does not fund at that  time,  we will have a  critical  shortage  of
capital and, if we cannot obtain funding from other  sources,  will be unable to
pay our current expenses.

Even if the loan does fund, if we do not begin to generate  significant revenues
in the near  future,  we will need to raise  additional  funds to fund our rapid
expansion, to develop new or enhance existing services or products or to respond
to competitive pressures. If additional funds are raised through the issuance of
equity or equity-linked securities, the percentage ownership of our stockholders
would be reduced. In addition, these securities may have rights,  preferences or
privileges  senior  to those of our  stockholders.  We  cannot  assure  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.

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

Our consolidated  financial statements included in our most recent Annual Report
on Form 10-K have been  prepared on the  assumption  that we will  continue as a
going concern. Our independent public accountants have issued their report dated
June 12, 2000 that includes an explanatory  paragraph stating that our recurring
losses and accumulated  deficit,  among other things,  raise  substantial  doubt
about our ability to continue as a going  concern.  Our product  line is limited
and it has been  necessary  to rely upon  financing  from the sale of our equity
securities  and certain  assets  consisting of marketable  securities to sustain
operations.  Additional  financing  may be  required  if we are to continue as a
going concern.

The market may not accept our software and technologies.

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

                                       18
<PAGE>

We face significant competition from remote access software developers.

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

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

We are highly  dependent upon the efforts of management and technically  skilled
personnel,  including  programmers and engineers,  and future  performance  will
depend in part upon our ability to increase  sales,  manage growth  effectively,
and to retain the  services of our  management,  our  technical  staff and sales
staff.  Because  competition  for  management,  technical and sales personnel is
intense,  we may be unable to retain our key  employees or attract  other highly
qualified  employees  in the  future.  The  loss of the  services  of any of our
management,  technical  or sales  team 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.

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

We regard our intellectual  property as critical to our success,  and we rely on
copyright,  patent and trade secret protection to protect our proprietary rights
in  intellectual  property.  We are currently  pursuing and expect to pursue the
registration  of  copyrights,  patents  and  trademarks  in the  United  States.
Effective  trademark,  copyright,  trade secret or patent  protection may not be
available in every  country in which our products  are or become  available.  We
intend to effect appropriate  registrations  internationally and domestically as
our operations  expand,  but the United States or foreign  jurisdictions may not
afford any protection for our  intellectual  property.  Any of our  intellectual
property rights may be challenged,  invalidated or  circumvented,  or the rights
granted  thereunder  may not provide any  competitive  advantage.  We could also
incur  substantial  costs in asserting our intellectual  property or proprietary
rights against  others,  including any such rights  obtained from third parties,
and/or  defending any  infringement  suits brought against us. Although we enter
into   confidentiality   and  invention   agreements   with  our  employees  and
consultants,  there can be no assurance that such  agreements will be honored or
that we will be able to  protect  effectively  our  rights to  unpatented  trade
secrets and know-how.  Moreover,  there can be no assurance that others will not
independently  develop  substantially  equivalent  proprietary  information  and
techniques or otherwise gain access to our trade secrets and know-how. We may be


                                       19
<PAGE>

required  to  obtain  licenses  to  certain   intellectual   property  or  other
proprietary  rights from third parties.  Such licenses or proprietary rights may
not be made available  under  acceptable  terms,  if at all. If we do not obtain
required  licenses or proprietary  rights,  we could encounter delays in product
development  or find that the  development  or sale of products  requiring  such
licenses is foreclosed.

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

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

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

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

The 1,219,500  shares of Envision common stock we presently own, and the 272,500
shares  of  Envision  common  stock we  expect  to  acquire,  are  subject  to a
contractual  covenant prohibiting sale of such stock in the open market any time
on or before  October 7, 2001.  We are  permitted  to sale such  shares in large
blocks in privately negotiated transactions;  nevertheless, because any acquirer
must take such shares subject to the same  prohibition on sale before October 7,
2001, we would expect  interest in acquiring  our Envision  shares to be limited
and the  purchase  and sale price in any such  transaction  to be a  significant
discount from current market prices.

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



                                       20
<PAGE>

preceding the sale, or one percent of the issuer's  outstanding common stock. As
a result of such restrictions on  transferability,  we will be unable to quickly
liquidate  our Envision  shares in the public  market at any time.  Our Envision
shares  may  significantly  decrease  in value  before  we are able to sell such
shares.

Shares of Envision common stock may be significantly overvalued.

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

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

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

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

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

There is no present  market for our common  stock,  and it is  possible  no such
market may ever develop.

There has been no market for our common stock, and it is possible that no market
will develop.  Our common stock is not listed on any exchange,  and it may never
be  eligible  to be listed on any  exchange.  We intend to seek  listing  on The
Nasdaq SmallCap Market or quotation on the Nasdaq OTC Bulletin Board during 2000
or 2001,  but our  application  may not be  accepted.  Until we are  eligible to



                                       21
<PAGE>

satisfy the listing  criteria of Nasdaq or another stock market or qualify to be
quoted on the Nasdaq OTC Bulletin  Board,  trading,  if any, in our common stock
will be extremely limited or non-existent. Consequently, an investor may find it
more difficult to dispose of, or to obtain  accurate  quotations as to the price
of, our securities.

The  unpredictability  of our quarterly results of operations makes it difficult
to predict  our  financial  performance  and,  if a market for our common  stock
develops, may adversely affect the trading price of our common stock

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

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

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

      o           the  introduction  of  software  products  by  Sundog  or  its
                  competitors;

      o           price   competition   or  changes  in  Internet  and  computer
                  technology; and

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

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

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

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

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

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

                                       22
<PAGE>

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

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

There is 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. Our common stock is not listed on any exchange. If and when
such a more  established  market may  develop,  the  market  price of our common
stock,  like  that of the  securities  of other  software  and  high  technology
companies,  may be highly  volatile.  Broad market  fluctuations  may  adversely
affect the market price of our common stock.  Our stock price may be affected by
each of the  factors  described  above,  as well  as:

      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,
                  and

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

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.  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


                                       23
<PAGE>

years after the  acquisition of the voting power,  unless the acquisition of the
voting power was approved  beforehand by the corporation's board of directors or
the  transaction  is approved by a majority of such  corporation's  shareholders
(excluding the Interested Stockholder).  These provisions prohibiting Interested
Stockholder transactions could also preserve management's control of Sundog.

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

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

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

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

      o           Is priced under five dollars;

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

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

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

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

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

      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
                  (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.

                                       24
<PAGE>

      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:

                  *   bid and offer  price  quotes and  volume  information,

                  *   the broker-dealer's compensation for the trade,

                  *   the compensation  received by certain  salesperson for the
                      trade,

                  *   monthly accounts statements, and

                  *   a  written  statement  of  your  financial  situation  and
                      investment goals.

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

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.  The Company is, 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 December 31, 1999, the Company has not used derivative  instruments or
engaged in hedging activities.

Foreign Currency Risk

The Company may enter into contracts  where we pay or a third party pays us in a
foreign  currency.  This would expose the Company 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.  Management  does 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.




                                       25
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

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

During the three months ended June 30, 2000,  the Company  issued 198,263 shares
of common stock in  transactions  that were not registered  under the Securities
Act of 1933, as amended (the "Securities Act"), at an average price of $1.77 per
share.  The Company  issued  75,000  shares in exchange for cash proceeds to the
Company of $2.00 per share,  issued  93,263  upon the  exercise  of  outstanding
warrants with an exercise  price of $2.00 per share,  and issued 30,000 upon the
exercise of options with an exercise price of $0.50 per share.

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

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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

     (b) Reports on form 8-K.

         On April 24,  2000,  the  Company  filed a  Current  Report on Form 8-K
reporting  that on April 7,  2000,  the  Company  sold to  Envision  Development
Corporation,  a Florida  corporation  all of the Company's  capital stock in Qui
Vive, Inc., in exchange for 1,482,000 shares of Envision common stock (1,219,500
to be delivered at closing and 272,500 to be delivered following approval of the
transaction by Envision's shareholders).

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




                                       26
<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 August 18,
2000 by the undersigned thereunto duly authorized.

                            Sundog Technologies, Inc.



                  August 18, 2000              /s/ Alan Rudd
                  ---------------              -------------
                  Date                             Alan Rudd
                                                   President and
                                                   Chief Executive Officer


                  August 18, 2000              /s/ Stephen Russo
                  ---------------              -----------------
                  Date                             Stephen Russo
                                                   CFO and
                                                   Principal Financial Officer




                                       27
<PAGE>







                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit

Number  Title of Document                                 Location
------  -----------------                                 --------
<S>     <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     Bylaws                                            Incorporated by reference to
                                                          Company's registration statement on
                                                          Form 10-SB, File No. 0-24372


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


10.1    Collateral Loan Agreement dated August 15,        Filed herewith.
        2000, between the Company and Braveheart,
        Inc.

10.2    Escrow Agreement dated August 15, 2000,           Filed herewith.
        among the Company, Braveheart, Inc. and
        Steve Kapustin

27.1    Financial data schedule                           Filed herewith.

</TABLE>


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