<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933


                                 XDOGS.COM, INC.
               (Exact name of Issuer as specified in its charter)


            NEVADA                                             84-1168832
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or jurisdiction)                           identification No.)

   527 MARQUETTE AVENUE,21ST FLOOR                                55402
          MINNEAPOLIS, MN                                       (Zip Code)
(Address of principal executive office)


                          XDOGS COMPENSATION PLAN-2000A
                              (Full title of plan)


(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)


                                 KENT RODRIGUEZ
                                 XDOGS.COM, INC.
                        527 MARQUETTE AVENUE, 21ST FLOOR
                          MINNEAPOLIS, MINNESOTA 55402
                                 (612) 359-9020

 The Commission is requested to send copies of all communications and notes to:

                              David J. Wagner, Esq.
                         David Wagner & Associates, P.C.
                            8400 East Prentice Avenue
                                 Penthouse Suite
                            Englewood, Colorado 80111
                                 (303) 793-0304
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
Title of                Amount        Proposed Maximum        Proposed Maximum          Amount of
Securities To            To Be        Offering Price              Aggregate           Registration
Be Registered         Registered       Per Share (1)          Offering Price(1)            Fee
-------------         ----------       -------------          -----------------            ---
<S>                   <C>             <C>                     <C>                     <C>
COMMON SHARES         950,000              $1.50                 $1,425,000              $376.20
$0.01 par value        SHARES

OPTIONS TO PURCHASE   950,000                -0-                        -0-                  -0-
COMMON SHARES

TOTAL                                                                                    $376.20
</TABLE>

         (1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
<PAGE>   3
                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         Note: The document(s) containing the information concerning the XDOGS
COMPENSATION PLAN-2000A dated May 2, 2000 (the "Plan") required by Item 1 of
Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the statement of availability of registrant information, employee
benefit plan annual reports and other information required by Item 2 of Form S-8
will be sent or given to participants as specified in Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement on Form S-8 (the "Registration
Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.
XDOGS.COM, INC., a Nevada corporation (the "Registrant" or the "Company"), will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

         a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1999; and

         b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1999.

         c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1999.

         d. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended December 31, 1999.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not
<PAGE>   4
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         The Registrant is registering common shares and options to purchase
common shares. The common shares are registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended. The Registrant is also registering
options. For a description of the options, see Exhibit 4.1 attached hereto.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain persons affiliated with David Wagner & Associates, P.C.,
Attorneys at Law, special securities counsel to the Registrant for the purpose
of this Registration Statement, and whose opinion as to the legality of the
issuance of the Shares hereunder is attached hereto as Exhibit 5, have been
allocated, for past services, a total of 35,000 shares, of which 15,000 have
been registered in this Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation authorizes the Corporation to
indemnify to the maximum extent permitted under Nevada law.

         The Nevada Private Corporations Act allows indemnification of
directors, officers, employees and agents of the Company, including the
advancement of expenses:

Section 78.751 of the Nevada Private Corporations Act provides:

                  1. A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil,
         criminal,administrative or investigative, except an action by or in the
         right of the corporation, by reason of the fact that he is or was a
         director,officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses, including attorneys' fees,
         judgments, fines and amounts paid in settlement actually and reasonable
         incurred by him in connection with such action, suit or proceeding if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the corporation, and, with
         respect to any criminal action or proceeding,had no reasonable cause to
         believe his conduct was unlawful. The termination of any action, suit
         or proceeding by judgment, order, settlement, conviction, or upon a
         plea of nolo contendere or its equivalent, does not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which he reasonably believed to be in or not opposed to the best
         interests of the corporation, and, with respect to any criminal action
         or proceeding, he had reasonable cause to believe that his conduct was
         unlawful.

                  2. A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
<PAGE>   5
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses, including amounts paid in
         settlement and attorneys' fees actually and reasonably incurred by him
         in connection with the defense or settlement of the action or suit if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the corporation.
         Indemnification may not be made for any claim, issue or matter as to
         which such person shall have been adjudged by a court of competent
         jurisdiction, after exhaustion of all appeals therefrom, to be liable
         to the corporation or for amounts paid in settlement to the
         corporation, unless and only to the extent that the court in which the
         action or suit was brought or other court of competent jurisdiction,
         determines upon application that in view of all the circumstances of
         the case, the person is fairly and reasonably entitled to indemnity for
         such expenses as the court deems proper.

                  3. To the extent that a director, officer, employee or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in subsections 1.
         and 2., or in defense of any claim, issue or matter therein, he must be
         indemnified by the corporation against expenses, including attorneys'
         fees, actually and reasonably incurred by him in connection with the
         defense.

                  4. Any indemnification under subsections 1. and 2., unless
         ordered by a court or advanced pursuant to subsection 5, must be made
         by the corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee
         or agent is proper in the circumstances. The determination must be
         made:(a) By the stockholders, (b) By the board of directors by a
         majority vote of a quorum consisting of directors who were not parties
         to such action, suit or proceeding (c)If a majority vote of a quorum
         consisting of directors who were not parties to the act, suit or
         proceeding so orders, by independent legal counsel in a written
         opinion; (d) If a quorum consisting of directors who were not parties
         to the act, suit or proceeding cannot be obtained, by independent legal
         counsel in a written opinion.

                  5. The articles of incorporation, the bylaws or an agreement
         made by the corporation may provide that the expenses of officers and
         directors incurred in defending a civil or criminal action, suit or
         proceeding must be paid by the corporation as they are incurred and in
         advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined by a
         court of competent jurisdiction that he is not entitled to be
         indemnified by the corporation. The provisions of this subsection do
         not affect any rights to advancement of expenses to which corporate
         personnel other than directors or officers may be entitled under any
         contract or otherwise by law.

                  6. The indemnification and advancement of expenses authorized
         in or ordered by a court pursuant to this section:
<PAGE>   6
                  (a) Does not exclude any other rights to which a person
         seeking indemnification or advancement of expenses may be entitled
         under the articles or incorporation, by_law, agreement, vote of
         stockholders or disinterested directors or otherwise, for either an
         action in his official capacity or an action in another capacity while
         holding such office, except that indemnification, unless ordered by a
         court pursuant to subsection 2 or for the advancement of expenses made
         pursuant to subsection 5, may not be made to or on behalf of any
         director or officer if a final adjudication establishes that his acts
         or omissions involved intentional misconduct, fraud or knowing
         violation of the law and was material to the cause of action.

                  (b) Continues for a person who has ceased to be a director,
         officer, employee or agent and inures to the benefit of the heirs,
         executors, and administrators of such a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number           Description
------           -----------
<S>              <C>
4.1              XDOGS COMPENSATION PLAN-2000A, dated May 2, 2000.

5                Opinion of Counsel, David Wagner & Associates, P.C.

24.1             Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).

24.2             Consent of McGladrey & Pullen, LLP,  independent Certified Public Accountants.
</TABLE>


ITEM 9.  UNDERTAKINGS

         1.       The Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the formation set forth in
         the registration statement;

                  (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;
<PAGE>   7
         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
<PAGE>   8
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and Minneapolis, State of Minnesota, on this 4th day of
May, 2000.


Dated:  May 4, 2000                    XDOGS.COM, INC.

                                       /s/ Kent Rodriguez
                                       -----------------------------------------
                                       Kent Rodriguez, President
                                       and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Company in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature and Title                                                Date
<S>                                                             <C>
/s Craig Avery                                                  May 4, 2000
-------------------------------------------
Craig Avery, Chief Financial Officer, Treasurer and
Secretary (Principal Financial and Accounting Officer)


/s/Robert Corliss                                               May 4, 2000
------------------------------------------
Robert Corliss, Director



/s/Douglas Barton                                               May 4, 2000
------------------------------------------
Douglas Barton, Director
</TABLE>
<PAGE>   9
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit
Number            Description
<S>               <C>
4.1               XDOGS COMPENSATION PLAN-2000A, dated May 2, 2000.

5                 Opinion of Counsel, David Wagner & Associates, P.C.

24.1              Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).

24.2              Consent of McGladrey & Pullen, LLP,  independent Certified Public Accountants.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18731}]
{"company-data": {"conformed-name": "XDOGS COM INC", "cik": "0000918573", "assigned-sic": "3949", "irs-number": "841168832", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36560", "film-number": "622305"}, "business-address": {"street1": "527 MARQUETTE AVE", "street2": "SUITE 2130", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123599020"}, "mail-address": {"street1": "527 MARQUETTE AVE", "street2": "SUITE 2130", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}, "former-company": [{"former-conformed-name": "SLED DOGS CO", "date-changed": "19950112"}, {"former-conformed-name": "SNOWRUNNER INC", "date-changed": "19940203"}]}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                 XDOGS.COM, INC.
               (Exact name of Issuer as specified in its charter)

            NEVADA                                             84-1168832
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or jurisdiction)                           identification No.)

   527 MARQUETTE AVENUE,21ST FLOOR                                55402
          MINNEAPOLIS, MN                                       (Zip Code)
(Address of principal executive office)

                          XDOGS COMPENSATION PLAN-2000A
                              (Full title of plan)

(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)

                                 KENT RODRIGUEZ
                                 XDOGS.COM, INC.
                        527 MARQUETTE AVENUE, 21ST FLOOR
                          MINNEAPOLIS, MINNESOTA 55402
                                 (612) 359-9020

 The Commission is requested to send copies of all communications and notes to:

                              David J. Wagner, Esq.
                         David Wagner & Associates, P.C.
                            8400 East Prentice Avenue
                                 Penthouse Suite
                            Englewood, Colorado 80111
                                 (303) 793-0304
2
                         CALCULATION OF REGISTRATION FEE
Title of                Amount        Proposed Maximum        Proposed Maximum          Amount of
Securities To            To Be        Offering Price              Aggregate           Registration
Be Registered         Registered       Per Share (1)          Offering Price(1)            Fee
-------------         ----------       -------------          -----------------            ---
COMMON SHARES         950,000              $1.50                 $1,425,000              $376.20
$0.01 par value        SHARES

OPTIONS TO PURCHASE   950,000                -0-                        -0-                  -0-
COMMON SHARES

TOTAL                                                                                    $376.20
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
3
                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         Note: The document(s) containing the information concerning the XDOGS
COMPENSATION PLAN-2000A dated May 2, 2000 (the "Plan") required by Item 1 of
Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the statement of availability of registrant information, employee
benefit plan annual reports and other information required by Item 2 of Form S-8
will be sent or given to participants as specified in Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement on Form S-8 (the "Registration
Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.
XDOGS.COM, INC., a Nevada corporation (the "Registrant" or the "Company"), will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

         a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1999; and

         b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1999.

         c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1999.

         d. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended December 31, 1999.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not
4
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

         The Registrant is registering common shares and options to purchase
common shares. The common shares are registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended. The Registrant is also registering
options. For a description of the options, see Exhibit 4.1 attached hereto.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain persons affiliated with David Wagner & Associates, P.C.,
Attorneys at Law, special securities counsel to the Registrant for the purpose
of this Registration Statement, and whose opinion as to the legality of the
issuance of the Shares hereunder is attached hereto as Exhibit 5, have been
allocated, for past services, a total of 35,000 shares, of which 15,000 have
been registered in this Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation authorizes the Corporation to
indemnify to the maximum extent permitted under Nevada law.

         The Nevada Private Corporations Act allows indemnification of
directors, officers, employees and agents of the Company, including the
advancement of expenses:

Section 78.751 of the Nevada Private Corporations Act provides:

                  1. A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil,
         criminal,administrative or investigative, except an action by or in the
         right of the corporation, by reason of the fact that he is or was a
         director,officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses, including attorneys' fees,
         judgments, fines and amounts paid in settlement actually and reasonable
         incurred by him in connection with such action, suit or proceeding if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the corporation, and, with
         respect to any criminal action or proceeding,had no reasonable cause to
         believe his conduct was unlawful. The termination of any action, suit
         or proceeding by judgment, order, settlement, conviction, or upon a
         plea of nolo contendere or its equivalent, does not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which he reasonably believed to be in or not opposed to the best
         interests of the corporation, and, with respect to any criminal action
         or proceeding, he had reasonable cause to believe that his conduct was
         unlawful.

                  2. A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
5
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses, including amounts paid in
         settlement and attorneys' fees actually and reasonably incurred by him
         in connection with the defense or settlement of the action or suit if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the corporation.
         Indemnification may not be made for any claim, issue or matter as to
         which such person shall have been adjudged by a court of competent
         jurisdiction, after exhaustion of all appeals therefrom, to be liable
         to the corporation or for amounts paid in settlement to the
         corporation, unless and only to the extent that the court in which the
         action or suit was brought or other court of competent jurisdiction,
         determines upon application that in view of all the circumstances of
         the case, the person is fairly and reasonably entitled to indemnity for
         such expenses as the court deems proper.

                  3. To the extent that a director, officer, employee or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in subsections 1.
         and 2., or in defense of any claim, issue or matter therein, he must be
         indemnified by the corporation against expenses, including attorneys'
         fees, actually and reasonably incurred by him in connection with the
         defense.

                  4. Any indemnification under subsections 1. and 2., unless
         ordered by a court or advanced pursuant to subsection 5, must be made
         by the corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee
         or agent is proper in the circumstances. The determination must be
         made:(a) By the stockholders, (b) By the board of directors by a
         majority vote of a quorum consisting of directors who were not parties
         to such action, suit or proceeding (c)If a majority vote of a quorum
         consisting of directors who were not parties to the act, suit or
         proceeding so orders, by independent legal counsel in a written
         opinion; (d) If a quorum consisting of directors who were not parties
         to the act, suit or proceeding cannot be obtained, by independent legal
         counsel in a written opinion.

                  5. The articles of incorporation, the bylaws or an agreement
         made by the corporation may provide that the expenses of officers and
         directors incurred in defending a civil or criminal action, suit or
         proceeding must be paid by the corporation as they are incurred and in
         advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined by a
         court of competent jurisdiction that he is not entitled to be
         indemnified by the corporation. The provisions of this subsection do
         not affect any rights to advancement of expenses to which corporate
         personnel other than directors or officers may be entitled under any
         contract or otherwise by law.

                  6. The indemnification and advancement of expenses authorized
         in or ordered by a court pursuant to this section:
6
                  (a) Does not exclude any other rights to which a person
         seeking indemnification or advancement of expenses may be entitled
         under the articles or incorporation, by_law, agreement, vote of
         stockholders or disinterested directors or otherwise, for either an
         action in his official capacity or an action in another capacity while
         holding such office, except that indemnification, unless ordered by a
         court pursuant to subsection 2 or for the advancement of expenses made
         pursuant to subsection 5, may not be made to or on behalf of any
         director or officer if a final adjudication establishes that his acts
         or omissions involved intentional misconduct, fraud or knowing
         violation of the law and was material to the cause of action.

                  (b) Continues for a person who has ceased to be a director,
         officer, employee or agent and inures to the benefit of the heirs,
         executors, and administrators of such a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS
Exhibit
Number           Description
------           -----------
4.1              XDOGS COMPENSATION PLAN-2000A, dated May 2, 2000.

5                Opinion of Counsel, David Wagner & Associates, P.C.

24.1             Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).

24.2             Consent of McGladrey & Pullen, LLP,  independent Certified Public Accountants.
ITEM 9.  UNDERTAKINGS

         1.       The Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the formation set forth in
         the registration statement;

                  (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;
7
         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
8
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and Minneapolis, State of Minnesota, on this 4th day of
May, 2000.

Dated:  May 4, 2000                    XDOGS.COM, INC.

                                       /s/ Kent Rodriguez
                                       -----------------------------------------
                                       Kent Rodriguez, President
                                       and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Company in the
capacities and on the dates indicated.
Signature and Title                                                Date
/s Craig Avery                                                  May 4, 2000
-------------------------------------------
Craig Avery, Chief Financial Officer, Treasurer and
Secretary (Principal Financial and Accounting Officer)

/s/Robert Corliss                                               May 4, 2000
------------------------------------------
Robert Corliss, Director

/s/Douglas Barton                                               May 4, 2000
------------------------------------------
Douglas Barton, Director
9
                                  EXHIBIT INDEX
Exhibit
Number            Description
4.1               XDOGS COMPENSATION PLAN-2000A, dated May 2, 2000.

5                 Opinion of Counsel, David Wagner & Associates, P.C.

24.1              Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).

24.2              Consent of McGladrey & Pullen, LLP,  independent Certified Public Accountants.