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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/A(Amendment No. 1)

|ý  | Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2003
|-- | -----------------------------------------------------------------------------------------------------------------------
|or
|o  | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934.                                    

Sento Corporation(Name of small business issuer in its charter)

|Utah                                           |  | 000-06425             |  | 87-0284979                       
|---------------------------------------------- |  | --------------------- |  | ---------------------------------
|(State or other jurisdiction
of incorporation) |  | (Commission File No.) |  | (IRS Employer
Identification No.)

808 East Utah Valley Drive
American Fork, Utah 84003(Address of principal executive offices, including zip code)

Issuer's
telephone number, including area code:(801) 492-2000

Securities
registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.25 par value

Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Check
if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained herein, and no disclosure will be contained, to the best of the
Issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. ý

State
Issuer's revenues for its most recent fiscal year: $17,495,882

The
aggregate market value of the Common Stock held by non-affiliates of the issuer, based upon the closing sale price of the Common Stock reported by the NASDAQ SmallCap
Market on May 31, 2003, was approximately $3,560,749.

The
number of shares of Common Stock outstanding as of May 31, 2003 was 2,119,485

DOCUMENTS INCORPORATED BY REFERENCENone

Transitional
Small Business Disclosure Format (check one): Yes o    No ý

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INTRODUCTION

Sento Corporation ("Sento" or the "Company") is filing this Amendment No. 1 on Form 10-KSB/A (this "Amendment") to its Annual Report on
Form 10-KSB for the year ended March 31, 2003 for the purpose of including the following items, which were omitted from its previous Form 10-KSB filing:



All
subsequent references to "Form 10-KSB" shall refer to the initial Form 10-KSB, as amended by this Amendment.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

Directors:

Each
of the directors of the Company serves until the next annual meeting of shareholders and until his successor is duly elected and qualified. Certain information regarding the directors of the
Company is set forth below:

|Name              |  | Age |  | Position                                        |  | Director Since
|----------------- |  | --- |  | ----------------------------------------------- |  | --------------
|Gary B. Filler    |  | 62  |  | Chairman of the Board                           |  | 1998          
|Patrick F. O'Neal |  | 57  |  | President, Chief Executive Officer and Director |  | 2002          
|Kieth E. Sorenson |  | 54  |  | Director                                        |  | 1997          
|Kim A. Cooper     |  | 44  |  | Director                                        |  | 1999          
|Eric Olafson      |  | 43  |  | Director                                        |  | 2001          

Gary B. Fillerhas served as a director of the Company since August 1998 and as Chairman of the Board since September 26,
2000. Mr. Filler has served as a director of Altiris, Inc., a software company, since February 2002. Mr. Filler served as the Chief Executive officer and Chairman of the
Board of Directors of Net Vision, Inc., a software company, from November 2001 to December 2002. Prior to joining the Company, he was Senior Vice President and Chief Financial
Officer of Diamond Multimedia Systems, Inc., a manufacturer of graphics boards and modems, from January 1995 to September 1996. From June 1994 to January 1995,
Mr. Filler was a business consultant and private investor. From February 1994 until June 1994, he served as Executive Vice President and Chief Financial Officer of ASK
Group, Inc., a computer systems company. Mr. Filler was Chairman of the Board of Seagate Technology, Inc., a manufacturer and distributor of data storage, retrieval and management
products ("Seagate"), from September 1991 until October 1992, and was Vice Chairman of the Board of Seagate, from October 1990 until September 1991. Mr. Filler
served as Co-Chairman of the Board of Seagate and as a director of Seagate Software, Inc., a subsidiary of Seagate, from June 1998 until December 2000.

Patrick F. O'Nealwas appointed to serve as President, Chief Executive Officer, and director of Sento in January 2002. Prior to
joining Sento, Mr. O'Neal was the Managing Director of Digital Lighthouse Corporation since September 1996. While at Digital Lighthouse Corporation, Mr. O'Neal also served on the
Board of Directors of Digital Lighthouse Corporation from March 1996 to January 2000 and as president of three subsidiaries that dealt with regulated industries (securities, insurance
and mortgage). Mr. O'Neal received his bachelor's degree from Indiana State University and his law degree (Doctor of Jurisprudence) from Indiana University.

Kieth E. Sorensonhas served as director of the Company since June 1, 1997. Mr. Sorenson served as President and Chief
Executive Officer of the Company from December 1997 to April 1999. Prior to joining the Company, Mr. Sorenson was the founder of Truevision, Inc. (formerly RasterOps), a
publicly traded multi-media, graphics and video company. From 1993 to 1997, he was a managing partner of Sorenson, Thomas & Co. and President, CEO and Chairman of Truevision, Inc., of
which he continued to serve as a director until January 1999. From 1979 to 1987, he was employed by Ramtek, Inc., a Silicon Valley pioneer in computer graphics, as Vice President of
Engineering and Product Marketing. He is also currently the owner of Approach, a private aviation electronics manufacturing company, and a director of Sumeria, a developer of CD-ROM
titles.

Kim A. Cooperwas appointed to serve as a director of Sento in August 1999. Mr. Cooper is currently the President and CEO of
Exceed, LLC, a consulting firm and from April 2000 until recently served as Chief Operating Officer of Sorenson Media, Inc., an Internet streaming media company ("Sorenson"). Prior to
joining Sorenson, Mr. Cooper was the founder, Chairman of the Board and Chief Executive Officer of Digital Harbor International, Inc., a software developer of server-side
JAVA applications, from 1996 until it was sold in 1999. Prior to joining Digital Harbor, Mr. Cooper served for two years as Vice President of Worldwide Marketing and Business Development
for Novell, Inc., a provider of networking software, and for ten years as Director of Sales and Marketing and Vice President of Worldwide Customer Services for WordPerfect Corporation.
Mr. Cooper also serves as a director for two other companies: National Tech Team Inc., a multi-national provider of desktop management services to national and multi-national
governmental entities, service organizations and a number of Fortune 500 companies (for which he also serves as Chairman of the Board), and ComDais, Inc., a private company providing
Ariba-based business-to-business digital marketplaces. Mr. Cooper is a licensed attorney in Utah.

Eric Olafsonwas appointed to serve as a director of Sento in October 2001. Since 2000, Mr. Olafson has been the Chairman of
the Board of Tomax Corporation, a developer and marketer of web-based software for retailers ("Tomax"). Prior to that, from 1990 to 2000, Mr. Olafson served as President and Chief
Executive Officer of Tomax. From 1987 to 1990, Mr. Olafson served as Vice President of Marketing at Tomax. From 1986 to 1987, Mr. Olafson served as a consultant to Tomax. Prior to 1986,
Mr. Olafson was a co-founder of Dyonix Greentree Technologies, a Canadian software development company.

Executive Officers:In addition to Mr. O'Neal, whose biography is set forth above, certain biographical information is
furnished below with respect to the following executive officers of the Company and its subsidiaries:

Stanley J. Cutler,61, has served as Sento's Senior Vice President of Finance since March 2002. Prior to his appointment as Senior
Vice President of Finance, Mr. Cutler served as Vice President of Finance, from July 2001 to March 2002 and as Sento's Corporate Controller from November 1998 to
July 2001. Mr. Cutler has also served as Sento's Corporate Secretary since July 1999. Previously he was interim Vice President of Finance for Portola Packaging, a manufacturer of
closures for plastic containers with revenues of $200 million, from December 1997 to November 1998. Mr. Cutler served as Controller for Diamond Multimedia
Systems, Inc., a multimedia and computer graphics and modem company, from January 1995 to November 1997. Mr. Cutler has many years of experience as controller and
vice president of finance for high-tech companies in Silicon Valley. Mr. Cutler is a certified public accountant and began his career in accounting at Peat Marwick Mitchell &
Co. in San Francisco, California.

Chris Wells,43, was appointed Sento's Senior Vice President of Sales in April 2003. Prior to joining Sento, Mr. Wells
consulted as the General Manager for a $29 million dollar technology upgrade project for the State of Utah from June 2002 to April 2003. Mr. Wells was Vice President and
General Manager for Excite@Home Hosting Services from October 1999 to March 2002. His responsibilities


included building outsourcing shared hosting and e-commerce services to major Fortune 500 accounts. Prior to serving as Vice President and General Manager, Mr. Wells served as the
Vice President of Major Accounts at Imall Inc., a small Internet e-commerce start-up, which was purchased by Excite@Home for over $500 million. Mr. Wells
has over 13 years in sales and marketing experience including over three years as a director of major accounts at Novell Inc.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, as well as persons who beneficially
own more than ten percent of the Common Stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (the "SEC") and the National
Association of Securities Dealers. Reporting persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of such forms furnished to the Company and written representations from the Company's executive officers and directors, the Company believes that for the fiscal year ended March 31,
2003 all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis.

Item 10. Executive Compensation.

Summary Compensation Table

The following table provides certain summary information concerning the compensation paid or accrued by the Company to or on behalf of the Company's Chief
Executive Officer, as well as all other executive officers of the Company whose aggregate compensation for the fiscal year ended March 30, 2003 exceeded $100,000 (collectively, the "Named
Executive Officers").

|                                                                     |  |                |  |                        |  |                      |  |       |  | Long-Term Compensation |  |               
|-------------------------------------------------------------------- |  | -------------- |  | ---------------------- |  | -------------------- |  | ----- |  | ---------------------- |  | --------------
|
|
|Patrick F. O'Neal(1)
Chief Executive Officer                         |  | 2003
2002
2001 |  | 170,000
25,500
       |  | 

                |  | 

 |  | 

                  |  | 
83,750
    
|Stanley J. Cutler
Senior Vice President of Finance and Secretary     |  | 2003
2002
2001 |  | 98,077
100,000
100,000 |  | 
10,000
           |  | 

 |  | 

                  |  | 
41,400
7,500
|Ronnie D. Johansen(2)
Senior Vice President of Solutions Development |  | 2003
2002
2001 |  | 115,000
109,231
98,804 |  | 32,790
14,359
21,592 |  | 

 |  | 

                  |  | 
35,600
    

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Option Grants in Last Fiscal Year

No individual grants of options to acquire shares of the Company's common stock (the "Common Stock") were made to the Named Executive Officers during the fiscal
year ended March 31, 2003. Subsequent to the end of the last fiscal year, each of the Named Executive Officers (excluding Mr. Johansen who had previously resigned) entered into a
termination agreement pursuant to which all


previously granted options (with higher exercise prices) were cancelled and terminated in exchange for the grant of a replacement option, representing the same number of the aggregate of all prior
options, and exercisable at the current market price and each received a grant of additional options. Similarly, Subsequent to the end of the last fiscal year, each of the Directors other than the
Named Executive Officers entered into a termination agreement pursuant to which all previously granted options (with higher exercise prices) were cancelled and terminated in exchange for the grant of
a replacement option, representing half the number of the aggregate of all prior options, and exercisable at the current market price and each received a grant of additional options.

Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

The following table sets forth the aggregate value of unexercised options to acquire shares of Common Stock held by the Named Executive Officers on
March 31, 2003, and the value realized upon the exercise of options during the fiscal year ended March 31, 2003.

|                   |  |   |  |   |  | Number of Unexercised
Options at FY End 2003(2) |  | Value of Unexercised
In-the-Money Options at FY End 2002($)(3)
|------------------ |  | - |  | - |  | ----------------------------------------------- |  | --------------------------------------------------------------
|
|
|Patrick F. O'Neal  |  |  |  |  |  | 27,917                                          |  | 55,833                                                        
|Stanley J. Cutler  |  |  |  |  |  | 47,000                                          |  | 19,100                                                        
|Ronnie D. Johansen |  |  |  |  |  | 24,497                                          |  | 22,351                                                        

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Director Compensation

Non-employee directors of the Company receive compensation of $1,500 for attendance at each Board meeting, $750 for each telephonic Board meeting, and
$1,000 for each committee meeting not held in conjunction with a regular Board meeting ($500 if the committee meeting is held in conjunction with a Board meeting). As additional incentive to serve,
non-employee board members from time to time receive options to purchase shares of Common Stock. No board members received options to purchase shares of Common Stock during the year ended
March 31, 2003 but received repriced options and the grant of additional options subsequent to the fiscal year end as set forth above.

In
addition, during the fiscal year ended March 30, 2002, the Board of Directors reviewed the time and insight provided by the directors of the Company, as well as the Company's
limited ability to provide additional cash payments to the Company's directors as compensation for their services to the Company. Based upon this review, as well as an assessment that the directors
would likely be required to devote increased time and attention during the fiscal year ended March 30, 2002 to several strategic initiatives, including review and negotiation of prospective
transactions intended to promote shareholder value and liquidity, the Board of Directors adopted resolutions intended to compensate the directors of the Company if the Company completed such a
transaction. Pursuant to resolutions adopted in April 2001 and March 2002, the Board of Directors approved a contingent issuance of shares of Common Stock to each of the directors of the
Company (18,750 shares to Gary Filler, Chairman of the Board, and 12,500 shares to each other director then serving). The shares of Common Stock are issuable only upon the completion of certain
merger, consolidation, acquisition, sale and


liquidation transactions constituting a "change of control" under the Company's 1999 Omnibus Stock Incentive Plan. Because none of the conditions was satisfied during the fiscal year ended
March 31, 2003, there were no shares or other rights issued or granted to the directors during such fiscal year. The resolutions remain effective and could result in future issuances of shares
of Common Stock if one or more of the stated conditions occurs.

On
March 30, 1999, the Company entered into a consulting agreement with GT Investments, of which Gary B. Filler, Sento's Chairman of the Board, is the sole shareholder. Pursuant
to such agreement, Sento pays GT Investments a monthly fee for services provided by Mr. Filler. During the year ended March 31, 2003, the Company paid GT Investments the aggregate amount
of $66,000 under this agreement. The agreement is cancelable by either party at any time.

Employment Agreements and Change of Control Arrangements

The Company has adopted the Sento Corporation 1999 Omnibus Stock Incentive Plan (the "Incentive Plan") which provides that upon a change in control of the Company
and a subsequent relocation, termination or reassignment of a participant in the Incentive Plan within one year, the options granted to such participant immediately vest and become exercisable. The
Named Executive Officers are among the participants in the Incentive Plan. In addition, options issued to the Named Executive Officers and all directors provide that upon a change in control of the
Company all such options immediately vest and become exercisable.

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information regarding the Company's equity compensation plans as of March 31, 2003.

EQUITY COMPENSATION PLAN INFORMATION

|                                                              |       | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights |         | Weighted-average
exercise price of
outstanding options,
warrants and rights |      | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in the first
column)
|------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | ------- | --------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders(1)     |       | 439,845                                                                                     |         | $                                                                           | 6.90 |                                                                                                                                                  
|Equity compensation plans not approved by security holders(2) |       | 17,500                                                                                      |         | $                                                                           | 9.70 |                                                                                                                                                  
|                                                              |       |                                                                                             |         |                                                                             |      |                                                                                                                                                  
|                                                              | Total |                                                                                             | 457,345 |                                                                             | $    | 7.01                                                                                                                                             
|                                                              |       |                                                                                             |         |                                                                             |      |                                                                                                                                                  

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The
warrants disclosed in the preceding table were issued by the Company in exchange for consulting services pursuant to individual compensation arrangements. These warrants give the
holders


the right to purchase the Common stock at a price equal to the fair market value of the Common Stock at the time of issuance of the warrants. The terms of these warrants range from three to five years
from the date of issuance of the warrants.

The
following table sets forth information as of June 30, 2003 with respect to the beneficial ownership of shares of the Common Stock by each person known by the Company to be the
beneficial owner of more than 5% of the Common Stock, by each director, by each of the Named Executive Officers and by all directors and executive officers as a group. Unless otherwise noted, each
person named has sole voting and investment power with respect to the shares indicated. The percentages set forth below have been computed based on the number of outstanding securities, which was
2,234,621 shares of Common Stock as of June 30, 2003.

|              |                                                                                                                                | Beneficial Ownership As of June 30, 2003 |       
|------------- | ------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------- | ------
|
|Common Stock: |                                                                                                                                |                                          |       
|              | Patrick F. O'Neal
President, CEO and Director
808 East Utah Valley Drive,
American Fork, UT 84003                              |                                          | 32,198
|              | Stanley J. Cutler
Senior Vice President of Finance and Corporate Secretary
808 East Utah Valley Drive,
American Fork, UT 84003 |                                          | 27,952
|              | Gary B. Filler
Chairman of the Board
808 East Utah Valley Drive,
American Fork, UT 84003                                       |                                          | 24,125
|              | Eric Olafson
Director
808 East Utah Valley Drive,
American Fork, UT 84003                                                      |                                          | 8,823 
|              | Kieth E. Sorenson
Director
808 East Utah Valley Drive,
American Fork, UT 84003                                                 |                                          | 4,843 
|              | Ronnie D. Johansen
Senior Vice President of Solutions Development
808 East Utah Valley Drive,
American Fork, UT 84003          |                                          | 1,783 
|              |                                                                                                                                |                                          |       

| | Kim A. Cooper
Director
808 East Utah Valley Drive,
American Fork, UT 84003 |  | 1,718   | (6) | ** |  
| | -------------------------------------------------------------------------- |  | ------- | --- | -- | -
| | All executive officers and directors as a group (8 persons)                |  | 101,442 | (7) | 5  | %

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Item 12. Certain Relationships and Related Transactions.

On March 30, 1999, the Company entered into a consulting agreement with GT Investments, of which Gary B. Filler, Sento's Chairman of the Board, is the sole
shareholder. Pursuant to such agreement, Sento pays GT Investments a monthly fee for services provided by Mr. Filler. During the year ended March 31, 2003, the Company paid GT
Investments the aggregate amount of $66,000 under this agreement. The agreement is cancelable by either party at any time.





SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this Amendment No. 1 on
Form 10-KSB/A to be signed on its behalf by the undersigned, thereunto duly authorized, on July 29, 2003.

| |  | SENTO CORPORATION
| |  | -----------------
| |  | By:              



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