As filed with the Securities and Exchange Commission on September 4, 2002
                                                          Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                                    --------
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933

                                  ARKONA, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                      10542 South Jordan Gateway, Suite 200
                            South Jordan, Utah 84005
                            Telephone: (801) 501-7100
                    (Address of Principal Executive Offices,
                               including Zip Code)

                        Arkona 2001 Stock Incentive Plan

                            (Full title of the plan)

                                   Steve Russo
              Vice President of Operations, Chief Financial Officer
                                  Arkona, Inc.
                         10542 South Gateway, Suite 200
                            South Jordan, Utah 84005
                                 (801) 501-7100
          (Name, address and telephone number, including area code, of
                               agent for service)

                                    Copy to:
                                 Bryan T. Allen
                                Stoel Rives, LLP
                        201 South Main Street, Suite 1100
                           Salt Lake City, Utah 84111
                                 (801) 578-6908
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

======================================= ================= =================== ====================== ===================
                                                           Proposed Maximum
                                          Amount to be      Offering Price      Proposed Maximum         Amount of
 Title of Securities to be Registered    Registered(1)       per Share(2)      Aggregate Offering       Registration
                                                                                    Price(2)               Fee(2)
--------------------------------------- ----------------- ------------------- ---------------------- -------------------
2001 Stock Incentive Plan
<S>      <C>                                <C>                <C>                 <C>                     <C>
|X|      Options to Purchase Common        6,000,000             N/A                   N/A                  N/A
Stock                                      6,000,000            $0.34              $2,040,000               $188
|X|      Common Stock, $.0.001 par
value
--------------------------------------- ----------------- ------------------- ---------------------- -------------------
</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable under the 2001 Stock Incentive Plan
         by reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration which
         results in an  increase in the number of  outstanding  shares of Common
         Stock of Arkona, Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low price per share of Common  Stock of  Arkona,  Inc.  as
         reported on the Nasdaq OTC Bulletin Board on August 28, 2002.



<PAGE>


                                        1

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following  documents filed by Arkona,  Inc. (the "Registrant") with
the Securities and Exchange  Commission  (the "SEC") are hereby  incorporated by
reference in this Registration Statement:

         (1)      The  Registrant's  Annual  Report on Form  10-KSB for the year
                  ended March 31, 2002 filed with the SEC on July 9, 2002.

         (2)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2002 filed with the SEC on August 14, 2002.

         (3)      The description of the Common Stock contained in the Company's
                  registration statement on Form 10-SB, File No. 0-24372

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

         The consolidated financial statements of Arkona, Inc. dated as of March
31, 2002 and 2001, and for each of the years then ended,  have been incorporated
by  reference  herein in  reliance  upon the  report of  Mantyla  McReynolds,  a
professional corporation, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.  Future  financial
statements of Mantyla  McReynolds and the reports thereon by Mantyla  McReynolds
will be  incorporated  by reference in this  Registration  Statement in reliance
upon the  authority of that firm as experts in giving those  reports;  provided,
however,  only  to the  extent  that  said  firm  has  audited  those  financial
statements and consented to the use of their reports thereon.

                                       2
<PAGE>

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         The  Company  has  granted  Bryan T.  Allen,  a director of and outside
counsel to the Company, 75,000 options to purchase Common Stock under 2001 Stock
Incentive  Plan. Such options have an exercise price of $0.30 per share. Of such
options,  50,000 vested 40% on January 3, 2002,  vest 30% on January 3, 2003 and
30% on January 3, 2004,  and 25,000 vest 40% on December 27,  2002,  vest 30% on
December  27, 2003 and 30% on  December  27,  2004.  The law firm with which Mr.
Allen is affiliated,  Stoel Rives,  LLP, has given an opinion as to the validity
of the securities being  registered  under this Form S-8 and otherwise  provides
legal services to the Company.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
authorizes  a court to award,  or a  corporation's  board of directors to grant,
indemnity to directors and officers on terms  sufficiently  broad to permit such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the  "Securities  Act").  As permitted  by the DGCL,  the  Company's
Certificate  of  Incorporation  (the  "Certificate")  includes a provision  that
eliminates  the personal  liability of its  directors  for monetary  damages for
conduct as a director, except for any act or omission for which such elimination
of liability is not  permitted  under the DGCL.  In addition,  we may enter into
separate  indemnification  agreements with our directors and executive  officers
that provide them the maximum indemnification permitted by law.

         The rights of indemnification  described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of stockholders or directors or otherwise.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

<TABLE>
<CAPTION>

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

<S>                <C>                                               <C>
4.1                Certificate of Incorporation                      Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

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

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

4.4                Amendment to Certificate of Incorporation         Incorporated by reference to the
                   (reverse stock split; name change)                Company's Quarterly Report on Form
                                                                     10-QSB filed with the SEC on February
                                                                     13, 2001
</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>

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

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

4.6                Bylaws                                            Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

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

4.8                2001 Stock Option Plan                            Incorporated by reference to the
                                                                     Annual Report on Form 10-K SB filed
                                                                     with the SEC on July 9, 2002.

4.9                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

5                  Opinion of Stoel Rives LLP                        Filed herewith

23.1               Consent of Mantyla McReynolds, a                  Filed herewith
                   Professional corporation

23.2               Consent of Stoel Rives, LLP                       Filed herewith (included in exhibit
                                                                     no.5)

24                 Powers of Attorney                                Included on Page 7 hereof
</TABLE>

---------------------------------

Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  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  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the  Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities Exchange Act of 1934 that are incorporated by reference into
         this Registration Statement.
                                       4

<PAGE>

                  (2) 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 bona fide offering thereof.

                  (3) 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.

         (b)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
<PAGE>

                                   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 on 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 of  South  Jordan,  State  of Utah on this  3th day of
September, 2002.

                                  ARKONA, INC.


                                  By     /s/ Alan Rudd
                                     ------------------------------------------
                                            Alan Rudd, Chief Executive Officer
                                       6
<PAGE>

                                POWER OF ATTORNEY

     We,  the  undersigned  directors  and/or  officers  of  Arkona,  Inc.  (the
"Company"),  hereby severally  constitute and appoint Alan Rudd, Chief Executive
Officer,   and  Steve  Russo,  Chief  Financial   Officer,   and  each  of  them
individually, with full powers of substitution and resubstitution,  our true and
lawful  attorneys,  with full powers to them and each of them to sign for us, in
our names and in the capacities indicated below, this Registration  Statement on
Form S-8 filed with the  Securities  and  Exchange  Commission,  and any and all
amendments to said registration statement (including post-effective amendments),
and  any  registration  statement  filed  pursuant  to  Rule  462(b)  under  the
Securities Act of 1933, as amended,  in connection with the  registration  under
the Securities Act of 1933, as amended, of equity securities of the Company, and
to file or cause to be filed  the  same,  with all  exhibits  thereto  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or could do in  person,  and  hereby  ratifying  and  confirming  all that  said
attorneys,  and each of them, or their  substitute or  substitutes,  shall do or
cause to be done by virtue of this Power of Attorney.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below:


<TABLE>
<CAPTION>
    Signature                                                       Title                               Date
    ---------                                                       -----                               ----
<S>                                                  <C>                                           <C>
                                                     Chief Executive Officer and Director
 /s/ Alan Rudd                                       (principal executive officer)                 September 3, 2002
---------------------
     Alan Rudd


 /s/ Steve Russo                                     Chief Financial Officer (principal            September 3, 2002
---------------------                                accounting and financial officer)
     Steve Russo


/s/ Richard Holland                                  Director                                      September 3, 2002
---------------------
    Richard Holland


/s/ Bryan T. Allen                                   Director                                      September 3, 2002
---------------------
    Bryan T. Allen
</TABLE>


                                       7
[{"type": "S-8", "sequence": "1", "filename": "arkonas8.txt", "secsgml_size_bytes": 21334}]
{"company-data": {"conformed-name": "ARKONA INC", "cik": "0000925662", "assigned-sic": "7373", "irs-number": "330611746", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99139", "film-number": "02756589"}, "business-address": {"street1": "10542 S JORDAN GATEWAY", "street2": "#200", "city": "SOUTH JORDAN", "state": "UT", "zip": "84005", "phone": "8015017100"}, "mail-address": {"street1": "10542 S JORDAN GATEWAY", "street2": "#200", "city": "SOUTH JORDAN", "state": "UT", "zip": "84005"}, "former-company": [{"former-conformed-name": "THORSDEN GROUP LTD", "date-changed": "19940620"}, {"former-conformed-name": "SUNDOG TECHNOLOGIES INC", "date-changed": "19990922"}]}
As filed with the Securities and Exchange Commission on September 4, 2002
                                                          Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                                    --------
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933

                                  ARKONA, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                      10542 South Jordan Gateway, Suite 200
                            South Jordan, Utah 84005
                            Telephone: (801) 501-7100
                    (Address of Principal Executive Offices,
                               including Zip Code)

                        Arkona 2001 Stock Incentive Plan

                            (Full title of the plan)

                                   Steve Russo
              Vice President of Operations, Chief Financial Officer
                                  Arkona, Inc.
                         10542 South Gateway, Suite 200
                            South Jordan, Utah 84005
                                 (801) 501-7100
          (Name, address and telephone number, including area code, of
                               agent for service)

                                    Copy to:
                                 Bryan T. Allen
                                Stoel Rives, LLP
                        201 South Main Street, Suite 1100
                           Salt Lake City, Utah 84111
                                 (801) 578-6908
CALCULATION OF REGISTRATION FEE

======================================= ================= =================== ====================== ===================
                                                           Proposed Maximum
                                          Amount to be      Offering Price      Proposed Maximum         Amount of
 Title of Securities to be Registered    Registered(1)       per Share(2)      Aggregate Offering       Registration
                                                                                    Price(2)               Fee(2)
--------------------------------------- ----------------- ------------------- ---------------------- -------------------
2001 Stock Incentive Plan
|X|      Options to Purchase Common        6,000,000             N/A                   N/A                  N/A
Stock                                      6,000,000            $0.34              $2,040,000               $188
|X|      Common Stock, $.0.001 par
value
--------------------------------------- ----------------- ------------------- ---------------------- -------------------
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable under the 2001 Stock Incentive Plan
         by reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration which
         results in an  increase in the number of  outstanding  shares of Common
         Stock of Arkona, Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low price per share of Common  Stock of  Arkona,  Inc.  as
         reported on the Nasdaq OTC Bulletin Board on August 28, 2002.
1

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following  documents filed by Arkona,  Inc. (the "Registrant") with
the Securities and Exchange  Commission  (the "SEC") are hereby  incorporated by
reference in this Registration Statement:

         (1)      The  Registrant's  Annual  Report on Form  10-KSB for the year
                  ended March 31, 2002 filed with the SEC on July 9, 2002.

         (2)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2002 filed with the SEC on August 14, 2002.

         (3)      The description of the Common Stock contained in the Company's
                  registration statement on Form 10-SB, File No. 0-24372

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

         The consolidated financial statements of Arkona, Inc. dated as of March
31, 2002 and 2001, and for each of the years then ended,  have been incorporated
by  reference  herein in  reliance  upon the  report of  Mantyla  McReynolds,  a
professional corporation, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.  Future  financial
statements of Mantyla  McReynolds and the reports thereon by Mantyla  McReynolds
will be  incorporated  by reference in this  Registration  Statement in reliance
upon the  authority of that firm as experts in giving those  reports;  provided,
however,  only  to the  extent  that  said  firm  has  audited  those  financial
statements and consented to the use of their reports thereon.

                                       2
Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         The  Company  has  granted  Bryan T.  Allen,  a director of and outside
counsel to the Company, 75,000 options to purchase Common Stock under 2001 Stock
Incentive  Plan. Such options have an exercise price of $0.30 per share. Of such
options,  50,000 vested 40% on January 3, 2002,  vest 30% on January 3, 2003 and
30% on January 3, 2004,  and 25,000 vest 40% on December 27,  2002,  vest 30% on
December  27, 2003 and 30% on  December  27,  2004.  The law firm with which Mr.
Allen is affiliated,  Stoel Rives,  LLP, has given an opinion as to the validity
of the securities being  registered  under this Form S-8 and otherwise  provides
legal services to the Company.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
authorizes  a court to award,  or a  corporation's  board of directors to grant,
indemnity to directors and officers on terms  sufficiently  broad to permit such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the  "Securities  Act").  As permitted  by the DGCL,  the  Company's
Certificate  of  Incorporation  (the  "Certificate")  includes a provision  that
eliminates  the personal  liability of its  directors  for monetary  damages for
conduct as a director, except for any act or omission for which such elimination
of liability is not  permitted  under the DGCL.  In addition,  we may enter into
separate  indemnification  agreements with our directors and executive  officers
that provide them the maximum indemnification permitted by law.

         The rights of indemnification  described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of stockholders or directors or otherwise.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------
Exhibit
    Number                       Title of Document                                  Location
---------------    ----------------------------------------------    ---------------------------------------
4.1                Certificate of Incorporation                      Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

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

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

4.4                Amendment to Certificate of Incorporation         Incorporated by reference to the
                   (reverse stock split; name change)                Company's Quarterly Report on Form
                                                                     10-QSB filed with the SEC on February
                                                                     13, 2001
3
Number                       Title of Document                                  Location
---------------    ----------------------------------------------    ---------------------------------------
4.5                Certificate of Merger (Company and Arkona         Incorporated by reference to the
                   Utah)                                             Company's Quarterly Report on Form
                                                                     10-QSB filed with the SEC on February
                                                                     13, 2001

4.6                Bylaws                                            Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

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

4.8                2001 Stock Option Plan                            Incorporated by reference to the
                                                                     Annual Report on Form 10-K SB filed
                                                                     with the SEC on July 9, 2002.

4.9                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

5                  Opinion of Stoel Rives LLP                        Filed herewith

23.1               Consent of Mantyla McReynolds, a                  Filed herewith
                   Professional corporation

23.2               Consent of Stoel Rives, LLP                       Filed herewith (included in exhibit
                                                                     no.5)

24                 Powers of Attorney                                Included on Page 7 hereof
---------------------------------

Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  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  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the  Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities Exchange Act of 1934 that are incorporated by reference into
         this Registration Statement.
                                       4
(2) 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 bona fide offering thereof.

                  (3) 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.

         (b)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
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 on 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 of  South  Jordan,  State  of Utah on this  3th day of
September, 2002.

                                  ARKONA, INC.

                                  By     /s/ Alan Rudd
                                     ------------------------------------------
                                            Alan Rudd, Chief Executive Officer
                                       6
POWER OF ATTORNEY

     We,  the  undersigned  directors  and/or  officers  of  Arkona,  Inc.  (the
"Company"),  hereby severally  constitute and appoint Alan Rudd, Chief Executive
Officer,   and  Steve  Russo,  Chief  Financial   Officer,   and  each  of  them
individually, with full powers of substitution and resubstitution,  our true and
lawful  attorneys,  with full powers to them and each of them to sign for us, in
our names and in the capacities indicated below, this Registration  Statement on
Form S-8 filed with the  Securities  and  Exchange  Commission,  and any and all
amendments to said registration statement (including post-effective amendments),
and  any  registration  statement  filed  pursuant  to  Rule  462(b)  under  the
Securities Act of 1933, as amended,  in connection with the  registration  under
the Securities Act of 1933, as amended, of equity securities of the Company, and
to file or cause to be filed  the  same,  with all  exhibits  thereto  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or could do in  person,  and  hereby  ratifying  and  confirming  all that  said
attorneys,  and each of them, or their  substitute or  substitutes,  shall do or
cause to be done by virtue of this Power of Attorney.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below:
Signature                                                       Title                               Date
    ---------                                                       -----                               ----
Chief Executive Officer and Director
 /s/ Alan Rudd                                       (principal executive officer)                 September 3, 2002
---------------------
     Alan Rudd

 /s/ Steve Russo                                     Chief Financial Officer (principal            September 3, 2002
---------------------                                accounting and financial officer)
     Steve Russo

/s/ Richard Holland                                  Director                                      September 3, 2002
---------------------
    Richard Holland

/s/ Bryan T. Allen                                   Director                                      September 3, 2002
---------------------
    Bryan T. Allen
7