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 December 31, 2000

                                       OR

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

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


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


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

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


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


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

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

As of February 1, 2000, there were issued and outstanding  13,594,911  shares of
the Company's Common Stock, par value $.001 per share.

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


                                        1
<PAGE>


                                TABLE OF CONTENTS

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

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

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



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

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

         Item 4.  Submission of Matters to a Vote of Security Holders........20

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


                                        2

<PAGE>

                                     PART I

ITEM 1--FINANCIAL STATEMENTS

                            SUNDOG TECHNOLOGIES, INC.

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

                                                           December 31     March 31
                                                              2000           2000
                                                           -----------    -----------
<S>                                                            <C>            <C>
ASSETS
    Current Assets
        Cash and Cash Equivalents                              349,784        489,297
        Marketable Securities                                    1,410          3,360
        Accounts Receivable                                    207,465           --
        Prepaid Expenses                                        16,430          9,512
      Inventory                                                 19,603         14,803
                                                           -----------    -----------
    Total Current Assets                                       594,692        516,972
                                                           -----------    -----------
    Equipment                                                  435,283        339,012
        Less: Accumulated Depreciation                        (245,309)      (152,805)
                                                           -----------    -----------
    Equipment, Net                                             189,974        186,207
                                                           -----------    -----------
    Other Assets
        Deposits                                                21,192         16,618
        Investment in Qui Vive                                    --          920,811
        Ensign Technology, net amortization                    280,208           --
        Goodwill, net amortization                             287,140           --
        Intangible Assets, net amortization                     89,404         45,270
                                                           -----------    -----------
    Total Other Assets                                         677,944        982,699
                                                           -----------    -----------
TOTAL ASSETS                                                 1,462,610      1,685,878
                                                           ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
        Accounts Payable                                       454,512        206,477
        Accrued Liabilities                                    106,833         73,902
        Loan from officer                                      100,000           --
        Deferred Income                                        149,616          1,500
        Current Portion of Capital Leases                       13,888         15,555
        Net current liabilities of discontinued segment           --          460,449
                                                           -----------    -----------
    Total Current Liabilities                                  824,849        757,883
       Capital Lease Obligations, net of current portion        55,242         14,988
       Net long-term liabilities of discontinued segment          --          187,658
                                                           -----------    -----------
Total Liabilities                                              880,091        960,529
Minority interest in discontinued operations                      --        1,338,429
Stockholders' Equity
    Common Stock                                                24,590         23,826
     Treasury Stock                                            (34,805)          --
    Additional paid in Capital                              17,567,492     14,147,648
   Unearned Compensation                                    (4,188,750)    (5,443,750)
    Accumulated unrealized loss on investment
        securities available for sale                          (15,532)       (13,582)
    Retained Earnings (Deficit)                            (12,770,476)    (9,327,222)
                                                           -----------    -----------
Total Stockholders' Equity                                     582,519       (613,080)
                                                           -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   1,462,610      1,685,878
                                                           ===========    ===========
</TABLE>

       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>


                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

            Unaudited Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                    Nine Months Ended           Three Months Ended       From Inception
                                                                                                         June 11, 1992
                                             Dec. 31, 2000  Dec. 31, 1999  Dec. 31, 2000  Dec. 31, 1999  Dec. 31, 2000
                                              -----------    -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>           <C>
Net Revenues                                      117,965         31,257         45,832         15,060        383,378

Costs and Expenses:
  Cost of Sales                                    35,621         45,176         32,269         19,476        134,612
  Research and Development                        432,632      1,600,457        147,488        547,421      2,171,877
  Marketing, Admin & Sales                      2,273,547      2,121,188        758,596        710,065      5,540,556
  Recog. of deferred compensation               1,850,000           --          925,000           --        3,357,500

                                              -----------    -----------    -----------    -----------    -----------
Operating Costs and Expenses                    4,591,800      3,766,821      1,863,353      1,276,962     11,204,545
                                              -----------    -----------    -----------    -----------    -----------

Operating (Loss)                               (4,473,835)    (3,735,564)    (1,817,521)    (1,261,902)   (10,821,167)

  Gain on disposal of segment                  21,531,554           --             --             --       21,531,554
  Realized loss on Envision securities        (20,465,829)          --      (20,465,829)          --      (20,465,829)
  Loss from discontinued operations                  --             --             --             --       (3,065,557)
  Interest Income                                   6,179         33,441          1,880          5,886        111,998
  Interest Expense                                (41,816)        (5,976)       (26,063)        (2,198)       (57,902)
  Other Expense                                       494         (1,052)           647         (1,052)           207
  Other Income                                       --             --             --             --              289
  Loss on sale of securities avail for sale          --             --             --             --           (4,068)
                                              -----------    -----------    -----------    -----------    -----------
Basic Net Income (Loss)                        (3,443,253)    (3,709,151)   (22,306,886)    (1,259,266)   (12,770,475)
                                              ===========    ===========    ===========    ===========    ===========

Basic Net Income (Loss) per share                   (0.28)         (0.33)         (1.78)         (0.11)
                                              -----------    -----------    -----------    -----------
Weighted average number

Of Shares Outstanding                          12,122,858     11,355,439     12,508,198     11,534,421
                                              -----------    -----------    -----------    -----------

Diluted Net Income (Loss) per share                 (0.28)          --            (1.76)          --
Weighted Average Diluted
Shares Outstanding                             12,300,377           --       12,685,717           --
                                              -----------    -----------    -----------    -----------
</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>

                                                            Nine Months Ended
                                                                  31-Dec
                                                           2000           1999
                                                       -----------    -----------
<S>                                                     <C>            <C>
Cash Flows (used by) Operating Activities:

    Net (Loss)                                          (3,443,253)    (3,709,151)
    Adjustments to reconcile net income to
    net cash used for operating activities:
        Depreciation and Amortization                      144,082        119,126
    Changes in Assets and Liabilities:
        Gain on disposal of segment                    (21,531,554)          --
        Realized loss on Ensign securities              20,465,829           --
        Compensation from option grants                  1,850,000           --
        Changes is assets and liabilities:
             Accounts Receivable                          (207,465)        39,310
             Prepaid Expenses                               (6,918)        66,328
             Inventory                                      (4,800)          --
             Accounts Payable                              248,035         21,849
              Deferred revenue                             148,116           --
             Accrued Liabilities                            31,264         (5,616)
                                                       -----------    -----------
Net Cash (Used By) Operating Activities                 (2,306,664)    (3,468,154)
                                                       -----------    -----------

Cash Flows (Used for) Investing Activities:

    Additions to Equipment                                 (96,271)      (137,649)
    Investment in Ensign                                  (618,926)          --
    Lease Deposits                                          (4,576)          --
    Patent Costs                                           (44,134)       (88,723)
                                                       -----------    -----------
Net Cash Used for Investing Activities                    (763,907)      (226,372)
                                                       -----------    -----------

Cash Flows Provided By Financing Activities:

    Proceeds from Issuance of Common Stock               2,825,609      2,507,768
    Loan from officer                                      100,000           --
    Treasury Stock Purchase                                (34,805)          --
     Lease obligation                                       40,254        (33,184)
                                                       -----------    -----------
Net Cash Provided By Financing Activities                2,931,058      2,474,584
                                                       -----------    -----------

                                                       -----------    -----------
Net Increase/(Decrease) in Cash and Cash Equivalents      (139,513)    (1,219,942)
                                                       -----------    -----------

Beginning Cash Balance                                     489,297      2,215,620
                                                       -----------    -----------
Ending Cash Balance                                        349,784        995,678
                                                       -----------    -----------
</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/A
for the fiscal year ended March 31, 2000, as amended.

Note 2  Concentration

The  Company  is still  in the  development  stage  with  its  mobile  computing
products,  and  revenues  from mobile  computing  to date are from fewer than 10
customers.  The Company's  automobile  dealer's  management product is currently
selling  and  beginning  to  generate   revenues.   The  Company  currently  has
approximately 35 customers using its automobile dealer's management product.

Note 3  Equity

During the nine months ended  December 31, 2000,  the Company  issued  3,901,743
shares of common  stock at an  average  price of $0.88 per  share,  as  follows:
2,325,111  shares  were  issued  for  cash,  1,500,000  shares  were  issued  in
connection with the purchase of Ensign Information  Systems,  46,632 shares were
issued in connection  with warrant  exercises,  and 30,000 shares were issued in
connection  with  option  exercises.  All share  amounts  have been  adjusted to
reflect the reverse 2 for 1 stock split that was effective on December 15, 2000.

Note 4  Sale of Qui Vive

On March 31, 2000, the Company entered into an Amended and Restated  Acquisition
Agreement (the "Acquisition  Agreement") with Envision,  QV Acquisition Co., and
Rock Mountain Ventures Fund, LP. Pursuant to the Acquisition Agreement, on April
7, 2000,  we  transferred  to Envision all of our interest in Qui Vice,  Inc. in
exchange for 1,492,000 shares of Envision common stock. These shares are subject
to a contractual  covenant prohibiting the sale of such stock in the open market
until after  October 7, 2001. As explained in "Note 5 Valuation of Investment in
Envision Development Corporation" below, we believe that such shares of Envision
common  stock will have no, or little,  value  when the  restrictions  on resale
expire in 2001.


                                       6
<PAGE>


                            SUNDOG TECHNOLOGIES, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS

Note 5   Valuation of Investment in Envision Development Corporation

On April 7, 2000,  the date we acquired our interest in Envision  common  stock,
shares of Envision Common Stock had a market value of $66.25 per share as quoted
by the American Stock Exchange. Due to various factors,  including a contractual
restriction  prohibiting  sale of our  shares of  Envision  common  stock in the
public market prior to October 7, 2001, we initially discounted the value of our
shares of Envision  common stock to $21.63 per share in order to more accurately
reflect the value of such stock. During the quarter ended December 31, 2000, the
following events occurred:

   o     On November 6, 2000,  Envisions'  common  stock  ceased  trading on the
         American  Stock  Exchange  as a result of  Envision's  failure  to meet
         certain exchange requirements for continued listing.

   o     On October 31, 2000,  Envision  disposed of a majority of the assets of
         its wholly-owned  subsidiary,  Envision Massachusetts,  pursuant to the
         terms  of a letter  agreement,  dated  October  31,2000,  by and  among
         Business  Solutions  Outpost  Corporation  ("BSOC") and Envision.  As a
         result of the agreement, Envision recorded a loss on the disposition of
         Envision  Massachusetts  of  approximately  $10.5 million,  including a
         $19.0 million impairment of the remaining goodwill  associated with the
         Envision Massachusetts acquisition.

   o     Envision had historically relied on funding to finance operations under
         various financing  arrangements  with ZERO.NET,  Inc.  ("Zero.Net"),  a
         significant  shareholder,  and Dominion Income  Management  Corporation
         ("Dominion"),  a related  company.  These lending sources  continued to
         provide loans until late November 2000 when the  borrowings of Envision
         and its subsidiaries  approached $5.0 million,  including interest.  At
         this point,  further  lending was  terminated  due to the  delisting of
         Envision  common stock from the American  Stock Exchange and Envision's
         inability to meet revenue forecasts and specific financial requirements
         of the lender.  Efforts to establish alternative financing sources were
         unsuccessful.  In November 2000, Envision's Board of Directors directed
         management to cease operations.  The Board of Directors at Interosa,  a
         key  subsidiary  of  Envision,  took similar  action and directed  that
         management team to cease operations in November 2000.

Due to the nature of the events that have taken place, the Company believes that
no value can be derived from our Envision stock, and therefore,  the Company has
written the  investment in Envision  Development  Corporation  off its financial
statements.  Due to the  write off of the  investment  in  Envision  Development
Corporation,  the Company  realized  $20,465,829  loss on marketable  securities
during the quarter ended December 31, 2000.

Note 6   Purchase of Ensign Information Systems

On  November  9,  2000  the  Company  entered  into an Asset  Purchase  and Sale
Agreement   ("Agreement")  with  Ensign  Information  Systems   ("Ensign").   In
accordance  with the Agreement,  the Company issued  1,500,000  shares of common
stock  (adjusted  to reflect the  reverse  split) for  substantially  all of the
assets of Ensign,  including  intellectual  property. The Company structured the
acquisition to be non-dilutive to shareholders. In order to make the transaction
non-dilutive,  the Company  purchased  from certain key  shareholders  1,740,250
shares of  outstanding  common stock at a price of $0.02 per share  (adjusted to
reflect the reverse split).

Note 7   Reverse Stock Split

On November  19,  2000,  the  shareholders  of the  Company  approved a proposed
amendment to the Certificate of Incorporation to reverse split the stock 2 for 1
effective  as of December  15,  2000.  We believed  that the number of shares of
Common Stock  outstanding  or subject to  outstanding  purchase  rights was high
enough  that it may  have the  effect  of  deterring  future  investment  in the
Company.  The purpose of the reverse  stock split was to decrease  the number of
outstanding  shares of Common Stock in order to increase the market price of the
Common Stock and make the Company more  attractive  for future  investment.  The
reverse stock split became effective on December 15, 2000.


                                       7
<PAGE>


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

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

OVERVIEW

Sundog  Technologies,  Inc.  ("we,"  "Sundog"  or the  "Company")  is a Delaware
corporation  organized in 1992 for the purpose of seeking and acquiring business
opportunities. Sundog was formerly known as The Thorsden Group, Ltd, and changed
its name to "Sundog  Technologies,  Inc." in April  1999.  In October  1997,  we
acquired  Arkona,  Inc., a Utah corporation  ("Arkona"),  through a wholly owned
subsidiary  corporation.  Arkona  is  continuing  its  business  of  developing,
marketing  and selling  software  products for use in portable  and  distributed
network  computing.  On January 11, 2001, we formally  merged Arkona into Sundog
Technologies,  Inc.  The  primary  purpose  was to make  the  name  Arkona,  Inc
available to Sundog  Technologies,  Inc.  Our proposed  name change is discussed
below in "Recent Events--Proposed Name Change." 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 was
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.  Envision ceased  operations during November 2000.  Accordingly,  we have
written our shares of Envision common stock off of our balance sheet.

On  November  9,  2000,  we  acquired  all of the  assets of Ensign  Information
Systems, a Utah-based  developer of hosted business  processes  applications for
the automotive dealership market.

Recent Events

       Ensign Acquisition. As discussed in "Note 7 to the Financial Statements,"
on November 9, 2000, we issued  1,500,000 shares of our common stock in exchange
for substantially all of the assets of Ensign Information Systems ("Ensign"),  a
Utah-based   developer  of  hosted  business  processes   applications  for  the
automotive  dealership market.  Ensign's principal product is a non-proprietary,
modular  software  solution  that helps  integrate  all of a company's  critical
business  functions,  such as finance,  accounting,  sales,  service,  portfolio
management  and human  resources  (the "Ensign  Management  Suite").  The Ensign
Management  Suite is offered as a  shrink-wrapped  license or as an ASP service,
utilizing  IBM  as  the  platform  provider.  The  Ensign  Management  Suite  is
integrated  with a real-time  retail Web presence and an e-business  solution on
both  fronts--retail  and B2B.  While the Ensign  Management  Suite is currently
targeted to automobile dealers and dealers of water craft, ATV,  motorcycles and
recreational vehicles, we believe that the product can be tailored to almost any
industry.

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


                                       8
<PAGE>


       Repurchase of Shares.  In order to facilitate the  acquisition of Ensign,
we  re-purchased   1,740,250  shares  of  its  common  stock  from  certain  key
shareholders  at the  purchase  price of $0.02  per  share.  As a result of such
repurchases, the Ensign acquisition was not dilutive to existing shareholders.

       Write off of the Investment in Envision Development.  On June 5, 1998, we
formed a new  subsidiary  called,  Qui Vive Inc.  On April 7, 2000,  we sold our
interest in QV to Envision in exchange for 1,492,500  shares of Envision  common
stock.  During the months immediately  following the sale of QV to Envision,  we
attempted to leverage our stock position in Envision to obtain debt financing as
a source of operating capital. However, we were unsuccessful,  primarily because
of restrictions prohibiting public distribution of our Envision common stock and
thin trading in Envision  common stock.  During the quarter  ended  December 31,
2000, Envision and its key operating  subsidiaries ceased operations,  primarily
due to  Envision's  inability  to raise  capital to fund  operations.  We do not
expect  Envision to commence  operations  again and believe that no value can be
derived  from our shares of  Envision  common  stock;  accordingly,  we have has
written the  investment in Envision  Development  Corporation  off our financial
statements.  Due to the  write off of the  investment  in  Envision  Development
Corporation,  we realized a $20,465,829 loss on marketable securities during the
quarter ended December 31, 2000.

       Reverse  Stock  Split.  On November  19, 2000,  the  shareholders  of the
Company  approved a proposed  amendment to the Certificate of  Incorporation  to
reverse  split the stock 2 for 1 effective as of December 15, 2000.  We believed
that the number of shares of Common Stock  outstanding or subject to outstanding
purchase rights was high enough that it may have the effect of deterring  future
investment  in the  Company.  The  purpose  of the  reverse  stock  split was to
decrease the number of  outstanding  shares of Common Stock in order to increase
the market price of the Common Stock and make the Company  more  attractive  for
future  investment.  The reverse  stock split  became  effective on December 15,
2000.  In  connection  with the reverse  stock  split,  we were was issued a new
trading  symbol.  Before the split,  our trading  symbol was "SUDG." Our current
trading symbol is "SDTH".

       Shareholder Rights Agreement. Effective as of January 31, 2001, our Board
of  Directors  declared a dividend  of one Right for each  outstanding  share of
Common Stock of the Company to  shareholders  of record at the close of business
on January 31, 2001. Each Right entitles the registered  holder to purchase from
the  Company  one  one-hundredth  of a share of Series A  Preferred  Shares (the
"Preferred  Shares") at a Purchase Price of $60.00,  subject to adjustment.  The
description  and  terms of the  Rights  are set  forth in a  Shareholder  Rights
Agreement (the "Rights  Agreement") between the Company and Atlas Stock Transfer
Corporation,  as  Rights  Agent.  This  Rights  Agreement  is on file  with  the
Securities  and  Exchange  Commission  under a Current  Report on Form 80K dated
January 18, 2001.

       Management  believes  that the  Company's  value is not  reflected in the
current  market  price for the Common  Stock and,  as a result,  the  Company is
susceptible to an underpriced or coercive takeover  attempt.  The purpose of the
Rights  Agreement  is to protect the  shareholders  from a coercive  takeover by
granting  shareholders  a Right that,  although  of little  value in the current
market, will convert into a preferential purchase right for certain shareholders
upon the occurrence of, among other events,  the  announcement of a tender offer
or the acquisition by any individual of 15% of the Common Stock. The anticipated
effect of  establishing  the  Rights  Agreement  and  granting  the Rights is to
encourage  any person  desiring to purchase  the Company to  negotiate  with the
board of  directors.  At any time the  board  of  directors  determines  that an
acquisition  offer is fair and in the best  interest  of the  shareholders,  the
board can redeem or waive  application of the Rights and permit the  acquisition
offer to continue.


                                       9
<PAGE>


       Proposed  Name  Change.   We  have  called  a  special   meeting  of  the
shareholders  to be held on Thursday,  February 22, 2001, at our offices to seek
their  approval  to change the name from Sundog  Technologies,  Inc. to "Arkona,
Inc." The purpose for the proposed name change is to avoid  litigation  with Sun
Microsystems  (Sun).  Sun is alleging that the name "Sundog"  infringes on their
registered mark "Sun  Microsystems."  Management believes that Sun's allegations
are without merit.  Nevertheless,  management  believes that extended litigation
with Sun may divert the focus of management  and consume the  Company's  limited
resources.

Results of  Operations  -- Three Months and Nine Months Ended  December 31, 2000
                           and 1999

Revenues  for the  quarter  ended  December  31, 2000 were  $45,832  compared to
$15,060 for the quarter  ended  December 31, 1999.  Revenues for the nine months
ended December 31, 2000 were $117,965 compared to $31,257 for the same period in
1999.  The increase in revenue is primarily  due to  recurring  maintenance  and
support  revenue  acquired  in  the  acquisition  of  Ensign's  assets.   Sundog
Technologies  now has  approximately  35 customers  that pay between  $1,000 and
$2,500 for software support and data  subscription  services on a monthly basis.
With each  installation of our data management suite of products,  the number of
customers under monthly support and data subscription obligations is expected to
grow.

Operating  expenses  totaled  $1,863,353 in the quarter ended  December 31, 2000
compared to $1,276,962 for the same period in 1999.  Operating  expenses for the
nine months ended  December 31, 2000 totaled  $4,591,800  compared to $3,766,821
for the same  period  in 1999.  Operating  expenses  for the nine  months  ended
December 30, 2000 included $432,632 for research and development, $2,273,547 for
selling,  general  and  administrative  expenses  and  $1,850,000  for  deferred
compensation. This compares to $1,600,457 for research and development expenses,
$2,121,188  for  selling,  general and  administrative  expenses and no deferred
compensation  for the same period in 1999. The significant  decrease in research
and  development  expenses during 2000 was primarily the result of layoffs which
occurred at the beginning of 2000.  We have hired and expect to continue  hiring
engineers  in the  future.  This  overall  increase  in expenses in 2000 was due
primarily to an increase in salaries as a result of the Ensign  acquisition  and
deferred compensation  associated with the vesting of options granted to certain
officers  of the Company by a  shareholder  of the  Company  (cover  outstanding
shares held by  shareholders)  at an exercise  price below fair market value and
increased head count due to the acquisition of Ensign.

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 (whether or not it granted the
options).  Deferred  compensation  for the quarter  ended  December 31, 2000 was
$925,000  due to the  vesting of options  granted  by a  shareholder  to certain
officers of the Company  below  market  value.  It is important to note that the
options with respect to which the Company has recognized a deferred compensation
expense during 2000 were granted by shareholders and cover outstanding shares of
Common  Stock held by such  shareholders.  The  Company  will not be required to
issue additional shares upon exercise of such options, which are non-dilutive to
shareholders other than those whose shares are subject to the grant.

We expect  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.  One of our biggest  challenges
currently is meeting the demand for our Ensign  Management  Suite.  We currently
have the  capacity  to  install  the Ensign  Management  Suite in 3-4 stores per
month.  Our sales of the Ensign  Management  Suite are  presently  outpacing our
ability  to  install  it. We are  working  to bring on board  and train  skilled
people.

We had $1,880 in interest  income  during the quarter  ended  December 31, 2000,
compared  to $5,886  for the same  period  in 1999.  For the nine  months  ended
December 31, 2000,  we had $6,179 in interest  income as compared to $33,441 for
the same period in 1999.  The  decrease in interest  income is due to  decreased


                                       10
<PAGE>


cash  balances  we  maintained  in  banks.  The net loss for the  Quarter  ended
December 31, 2000 was ($22,306,886) or ($1.78) per share,  compared to a loss of
($1,259,266)  or ($.11) per share for the same  quarter in 1999.  The  increased
loss was due  primarily to our decision to write off our  investment in Envision
common stock, as a result of which we realized a $20,465,829  loss on marketable
securities  during the quarter  ended  December  31, 2000.  Increased  operating
expenses and recognition of deferred  compensation  expenses also contributed to
the increase in net loss.

For the nine months ended December 31, 2000 net loss was  ($3,443,253) or ($.28)
per share as compared to a loss of ($3,703,828) or ($.33) per share for the same
period in 1999.  The  decreased  loss was due to the  difference  in the gain we
recognized  on the  disposal  of a  segment  earlier  this  year and the loss we
recognized  in this  quarter from our  decision to write off our  investment  in
Envision  common  stock.  The  difference  or  net  gain  is  $1,065,725.  Also,
contributing  to the decreased loss is the decrease in research and  development
expenses.

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

Liquidity and Capital Resources

At December 31, 2000, we had cash and cash equivalents of $351,194,  as compared
to cash and cash  equivalents  of $492,657 as of March 31, 2000.  As of December
31, 2000 and February 12, 2001,  we did not have working  capital  sufficient to
meet its short-term obligations.

We have previously indicated that we were attempting to use our shares of common
stock of Envision Development Corporation as collateral for a non-recourse loan;
however,  as discussed above, we believe that shares of Envision common stock do
not have any value and have written the value of our holdings in Envision off of
our balance sheet.

We Company  expects our revenues to increase as a result of our  acquisition  of
the assets of Ensign Information Systems.  Nonetheless, it is unlikely that such
anticipated  increase  in  revenues  will  be  sufficient  to fund  our  ongoing
operations 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. We cannot provide assurance that additional
financing  will be  available  on terms  favorable to us, or at all. If adequate
funds are not available or are not available on acceptable terms, our ability to
fund our marketing and planned product development programs or otherwise respond
to competitive pressures would be limited.

We holds marketable securities available for sale at December 31, 2000. Although
we are  not in  the  business  of  investing  in,  buying,  selling  or  holding
securities  of other  companies,  these  securities  were  received  as  partial
consideration in connection with the sale of Common Stock in October 1997. These
marketable  securities  were  3,000  shares of  common  stock of  Eurogas,  Inc.
("EUGS").  At December 31, 2000, the closing sale price of EUGS common stock, as
reported by the  over-the-counter  ("OTC") electronic  bulletin board, was $0.47
per share. Shares traded in the NASDAQ OTC markets are characterized by volatile
changes  in price  and thin  trading  volumes.  The  relatively  low  volume  of
securities  traded and the  dramatic  effect that sales of even a few shares can
have on the market price of such  securities  may have an adverse  effect on the
Company's  ability to  liquidate  its  remaining  holdings or to realize  values
similar to those shown above.


                                       11
<PAGE>


Cautionary Statement Regarding Forward-Looking Statements

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

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

Development Stage, Accumulated Deficit

The  Company  is still 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.  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
Universal  Update(TM)  technology is in the  development  stage and has only had
limited sales,  and the Company has only begun  marketing the Ensign  Management
Suite and can provide no assurance of the marketability or functionality of such
product.  There can be no  assurance  that those  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 and sales 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,


                                       12
<PAGE>


in addition to other  information  contained  in this report as you evaluate the
Company and its business. Any one of these factors could cause actual results of
our operations to differ materially from projected results.

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

The Company is in the  development  stage and has a limited  operating  history.
There can be no assurance that we will be able to achieve a significant level of
sales or attain profitability. Our operations to this point have been limited to
developing software, initial sales and marketing efforts 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.

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.  We
expect to incur additional losses for the foreseeable  future, and we expect our
losses to  increase  as our  research  and  development  efforts  progress.  Our
operating  expenses are expected to increase because we recently hired 6 persons
to help with the  installation of the Ensign  Management  Suite,  and we plan to
hire  additional  employees.  We expect  sales  revenues to increase  during the
coming fiscal year;  however,  the increases may not be sufficient to offset our
operating  expenses.  We can provide no assurance that our revenues will ever be
large enough to offset  operating and other  expenses.  In the near future we do
not expect to be profitable.

We may have problems integrating Ensign Information Systems.

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

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

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


                                       13
<PAGE>


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-KSB/A have been prepared under the  assumption  that we will continue
as a going concern.  Our independent public accountants have issued their report
dated June 12, 2000 that  includes an  explanatory  paragraph  stating  that our
recurring 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 Universal Update(TM) product.

Our  portable or mobile  computing  software is in the  development  stage.  Our
Universal Update(TM) 1.5 program was first publicly distributed in December 1998
and  has  produced  only  limited  sales  to  date,   despite  the  release  and
distribution  of an enhanced  version in June of 1999. Our Universal  Update(TM)
1.6 with support for Linux was first released on April 17, 2000, and we have had
no sales as of December  31,  2000.  We have  decided to focus on the  Universal
Update technology as it applies to the portable and mobile computing markets. We
have decided  that  Universal  Update 1.6 product will not be cost  effective to
market and therefore have decided to suspend further development or enhancements
of the 1.6  version.  We have  instead  focused our  development  and  marketing
resources to the  implementation  of the  Universal  Update  technology in other
products.  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.

The market may not accept our Ensign Management Suite.

We acquired the rights to, and began marketing,  the Ensign  Management Suite (a
suite of automobile  dealership back office  software)  during November 2000. We
began  marketing an ASP model of the Ensign  Management  Suite in January  2001.
Because of our limited  experience  with the Ensign  Management  Suite,  and the
recent release of the ASP model, we can assure neither the marketability nor the
functionality  of the Ensign  Management  Suite.  Our  short-term  business plan
assumes a dramatic growth in our revenues from the Ensign  Management  Suite. If
we discover that the market for the Ensign Management Suite is limited,  or that
the product does not function as anticipated, our ability to continue as a going
concern will be in doubt.

We face significant competition from remote access software developers.

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


                                       14
<PAGE>


We face  significant  competition  from automobile  dealer  management  software
developers.

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

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

We are highly  dependent upon the efforts of management and technically  skilled
personnel,  including  programmers and engineers,  and future  performance  will
depend in part upon our ability to increase  sales,  manage growth  effectively,
and to retain the services of our management,  our technical staff and our sales
staff.  Because  competition  for  management,  technical and sales personnel is
intense,  we may be unable to retain our key  employees or attract  other highly
qualified  employees  in the  future.  We are  already  experiencing  difficulty
satisfying orders for the Ensign Management Suite because of our limited ability
to quickly deliver and install the necessary  software.  If we lose the services
of any of our management,  technical or sales team, or if we fail to attract and
retain additional key employees,  our business,  financial condition and results
of operations will be adversely affected.

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
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.


                                       15
<PAGE>


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.

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

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


                                       16
<PAGE>


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

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

   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,  officers  and a  single  investor  control  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, our
officers  and a single  investor  own or  control 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.

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

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

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

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

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

   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;


                                       17
<PAGE>


   o   Disputes relating to patents or proprietary rights; o

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

   o   Delays in product development; o

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

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

Our Shareholder Rights Plan,  anti-takeover provisions of Delaware Corporate Law
and our  ability  to issue  preferred  stock may  affect the price of our common
stock and permit management to preserve control of Sundog.

We recently adopted a Shareholder Rights Plan that is expected to deter coercive
tender offers and other takeover  attempts that occur without the consent of our
board of directors.  In addition, the Delaware General Corporation Law prohibits
certain mergers, consolidations, sales of assets or similar transactions between
a corporation  on the one hand and another  company which is, or is an affiliate
of,  a  beneficial  holder  of 15% or more of such  corporation's  voting  power
(defined as an "Interested  Stockholder")  for three years after the acquisition
of the voting  power,  unless the  acquisition  of the voting power was approved
beforehand  by the  corporation's  board  of  directors  or the  transaction  is
approved  by a  majority  of  such  corporation's  shareholders  (excluding  the
Interested Stockholder). Furthermore, 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 other than pursuant to the  shareholders  Rights Plan.  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.  These factors could
preserve management's control of Sundog.

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

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

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

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

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

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


                                       18
<PAGE>


   o   Is priced under five dollars; o

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

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

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

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

Our common stock has a trading price below five dollars; our common stock is not
trading on an  exchange  or NASDAQ;  we have  average  revenues  of less than $6
million  and,  as a result of the recent  write-off  of our  shares of  Envision
Development  Corporation  common stock,  we have less than $2 million dollars in
net tangible assets.  Accordingly, we believe that our common stock is presently
a "penny  stock." At any time the Common Stock  qualifies as a penny stock,  the
following requirements, among others, will generally apply:

         o        Certain  broker-dealers  who recommend  penny stock to persons
                  other than  established  customers  and  accredited  investors
                  (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.

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

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

                  o        bid and offer price quotes and volume information;

                  o        the broker-dealer's compensation for the trade;

                  o        the compensation received by certain salespersons for
                           the trade;

                  o        monthly accounts statements; and

                  o        a  written  statement  of the  purchaser's  financial
                           situation and investment goals.

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


                                       19
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 2.            CHANGES IN SECURITIES AND USE OF PROCEEDS

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

During the three months ended December 31, 2000, we issued  3,355,228  shares of
common stock in transactions  that were not registered  under the Securities Act
of 1933,  as amended (the  "Securities  Act"),  at an average price of $0.73 per
share, as follows:

   o          On November 9, 2000,  we issued  1,500,000  to Ensign  Information
              System in exchange for substantially all of the asset of Ensign in
              accordance with the Asset  Purchases and Sales  Agreement  entered
              into by the Company, Ensign and certain shareholders of Ensign.

   o          Between  December 12, 2000 and December 15, 2000,  we sold 767,728
              shares of Common  Stock to five  accredited  investors in exchange
              for  consideration  of $2.00 per share.  On December 27, 2000,  we
              sold 1,087,500  shares of Common Stock to Alan Rudd,  President of
              the Company,  in exchange for consideration of $.27 per share (the
              market  price for the Common  Stock on that  date).  In a separate
              transaction,  Mr. Rudd gifted the Company two options granting the
              holder the right to purchase 1,087,500 shares of Common Stock from
              current shareholders at an exercise price of $.30 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  (including the  shareholders of any  closely-held
entities) represented and warranted to us 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 4.  Submission of Matters to a Vote of the Security Holders.

The Company held an Annual  Meeting of  Shareholders  on November  16, 2000,  at
which the Company's  shareholders  considered  and voted as follows on the items
described below:


                                       20
<PAGE>


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

         Name of Nominee   Votes For*    Abstentions*     Broker Non-Votes
         ---------------   ----------    ------------     ----------------
         Alan Rudd         19,046,685      22,000               -0-
         John Zollinger    18,458,212     612,473               -0-
         Bryan Allen       19,057,889      12,786               -0-

         * The  numbers of votes do not reflect the effect of the 2 to 1 reverse
         stock split that occurred on December 15, 2000.

         2. Our  shareholders  considered and voted upon a proposal to amend the
         Company's  Certificate  of  Incorporation  in order to  effect a 2 to 1
         reverse  stock split with respect to  outstanding  shares of our Common
         Stock.  There were 18,605,425  votes cast in favor,  972,116 votes cast
         against, 25,426 abstentions, and no broker non-votes.

         3. Our shareholders  considered and voted upon a proposal to ratify the
         appointment  of Mantyla  McReynolds,  a  Professional  Corporation,  as
         independent  auditors of the  Company for the fiscal year ending  March
         31, 2001. There were 19,550,592 votes cast in favor,  27,500 votes cast
         against, 25,320 abstentions, and no broker non-votes.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

         (b) Reports on form 8-K.

         On November 13, 2000, we filed a Current Report on Form 8-K disclosing,
under  Item  9.  Regulation  FD  disclosure,   a  press  release  regarding  its
acquisition of Ensign  Information  Systems.  Additional  information  about the
Ensign  acquisition was provided in the Quarterly Report on Form 10-QSB filed on
November 14, 2000.

         On  November  28,  2000,  2000,  we filed a Current  Report on Form 8-K
disclosing,  under Item 9. Regulation FD Disclosure,  a press release  regarding
approval of our reverse stock split.


                                       21
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this report to be signed on its behalf on February
12, 2001 by the undersigned thereunto duly authorized.


                            SUNDOG TECHNOLOGIES, INC.

               February 12, 2001                    /s/ Alan Rudd
               -----------------                    -------------
                                                        Alan Rudd
                                                        President and
                                                        Chief Executive Officer

               February 12, 2001                    /s/ Stephen Russo
               -----------------                    -----------------
                                                        Stephen Russo
                                                        Chief Financial Officer


                                       22
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number             Title of Document                                 Location
--------- ----------------------------------------------    ---------------------------------------

<S>       <C>                                               <C>
2.1       Asset  Purchase  and Sale  Agreement  between     Incorporated   by   reference  to  the
          the Company and Ensign Information Systems        Company   Quarterly   report  on  Form
                                                            10-QSB  filed with the SEC on November
                                                            14, 2000.

2.2       Agreement  and  Plan of  Merger  between  the     Filed herewith.
          Company and Arkona, Inc.

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

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

3.3       Amendment to Certificate of Incorporation         Filed herewith.

3.4       Certificate of Merger                             Filed herewith.

10.1      Rights Agreement dated December 22, 2000          Incorporated   by   reference  to  the
                                                            Current  Report on Form 8-K filed with
                                                            the SEC on January 18, 2001.
</TABLE>


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