As filed with the Securities and Exchange Commission on January 25, 2005

                                                    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 (Amended and Restated)
                            (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 per    Proposed Maximum      Amount of
   Title of Securities to be Registered       Registered(1)         Share(2)        Aggregate Offering    Registration
                                                                                         Price(2)            Fee(2)
-------------------------------------------- ---------------- --------------------- -------------------- ---------------
<S>                                             <C>            <C>                     <C>                <C>
2001 Stock Incentive Plan Amended and
Restated                                        3,000,000             N/A                   N/A               N/A
-----------------------------------------
|X|      Options to Purchase Common Stock       3,000,000            $0.655             $1,965,000            $232
|X|      Common Stock, $.0.001 par value
-------------------------------------------- ---------------- --------------------- -------------------- ---------------
</TABLE>
<PAGE>

(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable under the 2001 Stock Incentive Plan
         (Amended and  Restated) 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 Rules 457(h) and
         457(c) 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 January 21, 2005.

================================================================================

            Registration of Additional Securities - Explanatory Note

         In accordance with General Instruction E of Form S-8, Arkona, Inc. (the
"Registrant"  or  "Company")  is  registering  3,000,000  additional  options to
purchase shares of common stock, $0.001 par value per share (the "Common Stock")
and shares of Common Stock pursuant to the Company's  2001 Stock  Incentive Plan
(Amended and  Restated)  (the "Stock  Plan").  The  Registrant  currently has an
effective  registration  statement  filed on Form S-8 relating to the Stock Plan
that registered securities of the same class as those being registered herewith.
The Registrant incorporates by reference that registration statement on Form S-8
(File No.  333-99139)  filed with the  Securities  and  Exchange  Commission  on
September 4, 2002, which is made a part hereof.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

         The following documents filed by 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,  2004 filed with the SEC on July 8, 2004,  as
                  amended by Amendment No. 1 to the  Registrant's  Annual Report
                  on Form  10-KSB/A for the year ended March 31, 2003 filed with
                  the SEC on July 29, 2004.

         (2)      The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter  ended June 30,  2004 filed with the SEC on August 16,
                  2004.

         (3)      The Registrant's Current Report on Form 8-K filed with the SEC
                  on August 24, 2004.

         (4)      The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter  ended  September  30,  2004  filed  with  the  SEC on
                  November 15, 2004.

         (5)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant'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.

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

         The  Company  has  granted  Bryan T.  Allen,  a director of and outside
counsel to the Company, an aggregate of 165,000 options to purchase Common Stock
under the Stock Plan, each of which is subject to the Company's standard vesting
schedule. 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.

                                       2

<PAGE>

Item 8.  Exhibits.
         --------
<TABLE>
<CAPTION>
   Exhibit
    Number                       Title of Document                                  Location
---------------    ------------------------------------------------          --------------------------------------------
<S>                <C>                                                       <C>

4.1                Certificate of Incorporation, as amended to date          Incorporated  by reference to the Company's
                                                                             Quarterly  Report on Form 10-Q  filed  with
                                                                             the  SEC  on  August  14,  2003,  File  No.
                                                                             0-24372

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

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

4.4                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

4.5                2001 Stock Option Plan (Amended and Restated)             Filed herewith

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 5 hereof
</TABLE>

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

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


1.       The undersigned Registrant hereby undertakes that it will:

         (a) File during any period in which  offers or sales are being made,  a
         post-effective  amendment to this registration statement to include any
         additional or changed material information on the plan of distribution.

         (b) For  determining  liability  under the  Securities  Act, treat each
         post-effective  amendment  as  a  new  registration  statement  of  the
         securities offered, and the offering of such securities at that time as
         to be the initial bona fide offering;

         (c) File a post-effective  amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

                                        3
<PAGE>

2.       The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, 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 this  Registration  Statement
         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.       Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 (the "Act") may be  permitted  to  directors,  officers and
         controlling  persons  of the  small  business  issuer  pursuant  to the
         foregoing provisions,  or otherwise, the small business issuer 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.



                                       4
<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  25th day of
January, 2005.

                                ARKONA, INC.


                                By     /s/ Alan Rudd
                                   ---------------------------------------------

                                         Alan Rudd, Chief Executive Officer

                                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)                  January 25, 2005
--------------------------------------------
Alan Rudd


 /s/ Steve Russo                                     Chief Financial Officer (principal             January 25, 2005
--------------------------------------------         accounting and financial officer)
Steve Russo


/s/ Richard Holland                                  Director                                       January 25, 2005
--------------------------------------------
Richard Holland


/s/ Bryan T. Allen                                   Director                                       January 25, 2005
--------------------------------------------
Bryan T. Allen
</TABLE>



                                       5
<PAGE>





<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "arkona-s8jan05.txt", "description": "ARKONA S-8 JAN 05", "secsgml_size_bytes": 16680}]
{"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": "333-122279", "film-number": "05547495"}, "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": "SUNDOG TECHNOLOGIES INC", "date-changed": "19990922"}, {"former-conformed-name": "THORSDEN GROUP LTD", "date-changed": "19940620"}]}
As filed with the Securities and Exchange Commission on January 25, 2005

                                                    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 (Amended and Restated)
                            (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 per    Proposed Maximum      Amount of
   Title of Securities to be Registered       Registered(1)         Share(2)        Aggregate Offering    Registration
                                                                                         Price(2)            Fee(2)
-------------------------------------------- ---------------- --------------------- -------------------- ---------------
2001 Stock Incentive Plan Amended and
Restated                                        3,000,000             N/A                   N/A               N/A
-----------------------------------------
|X|      Options to Purchase Common Stock       3,000,000            $0.655             $1,965,000            $232
|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
         (Amended and  Restated) 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 Rules 457(h) and
         457(c) 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 January 21, 2005.

================================================================================

            Registration of Additional Securities - Explanatory Note

         In accordance with General Instruction E of Form S-8, Arkona, Inc. (the
"Registrant"  or  "Company")  is  registering  3,000,000  additional  options to
purchase shares of common stock, $0.001 par value per share (the "Common Stock")
and shares of Common Stock pursuant to the Company's  2001 Stock  Incentive Plan
(Amended and  Restated)  (the "Stock  Plan").  The  Registrant  currently has an
effective  registration  statement  filed on Form S-8 relating to the Stock Plan
that registered securities of the same class as those being registered herewith.
The Registrant incorporates by reference that registration statement on Form S-8
(File No.  333-99139)  filed with the  Securities  and  Exchange  Commission  on
September 4, 2002, which is made a part hereof.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents filed by 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,  2004 filed with the SEC on July 8, 2004,  as
                  amended by Amendment No. 1 to the  Registrant's  Annual Report
                  on Form  10-KSB/A for the year ended March 31, 2003 filed with
                  the SEC on July 29, 2004.

         (2)      The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter  ended June 30,  2004 filed with the SEC on August 16,
                  2004.

         (3)      The Registrant's Current Report on Form 8-K filed with the SEC
                  on August 24, 2004.

         (4)      The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter  ended  September  30,  2004  filed  with  the  SEC on
                  November 15, 2004.

         (5)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant'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.

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

         The  Company  has  granted  Bryan T.  Allen,  a director of and outside
counsel to the Company, an aggregate of 165,000 options to purchase Common Stock
under the Stock Plan, each of which is subject to the Company's standard vesting
schedule. 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.

                                       2
Item 8.  Exhibits.
         --------
Exhibit
    Number                       Title of Document                                  Location
---------------    ------------------------------------------------          --------------------------------------------
4.1                Certificate of Incorporation, as amended to date          Incorporated  by reference to the Company's
                                                                             Quarterly  Report on Form 10-Q  filed  with
                                                                             the  SEC  on  August  14,  2003,  File  No.
                                                                             0-24372

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

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

4.4                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

4.5                2001 Stock Option Plan (Amended and Restated)             Filed herewith

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 5 hereof
---------------------------------

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

1.       The undersigned Registrant hereby undertakes that it will:

         (a) File during any period in which  offers or sales are being made,  a
         post-effective  amendment to this registration statement to include any
         additional or changed material information on the plan of distribution.

         (b) For  determining  liability  under the  Securities  Act, treat each
         post-effective  amendment  as  a  new  registration  statement  of  the
         securities offered, and the offering of such securities at that time as
         to be the initial bona fide offering;

         (c) File a post-effective  amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

                                        3
2.       The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, 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 this  Registration  Statement
         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.       Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 (the "Act") may be  permitted  to  directors,  officers and
         controlling  persons  of the  small  business  issuer  pursuant  to the
         foregoing provisions,  or otherwise, the small business issuer 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.

                                       4
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  25th day of
January, 2005.

                                ARKONA, INC.

                                By     /s/ Alan Rudd
                                   ---------------------------------------------

                                         Alan Rudd, Chief Executive Officer

                                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)                  January 25, 2005
--------------------------------------------
Alan Rudd

 /s/ Steve Russo                                     Chief Financial Officer (principal             January 25, 2005
--------------------------------------------         accounting and financial officer)
Steve Russo

/s/ Richard Holland                                  Director                                       January 25, 2005
--------------------------------------------
Richard Holland

/s/ Bryan T. Allen                                   Director                                       January 25, 2005
--------------------------------------------
Bryan T. Allen
5