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

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

|/x/ | Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2001 or
|--- | --------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|/ / | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934.                                       

Sento Corporation

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(Name of small business issuer in its charter)

Utah(State or other jurisdiction of incorporation)

000-06425(Commission File No.)

87-0284979(IRS Employer
Identification No.)


808 East Utah Valley Drive
American Fork, Utah 84003

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(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 /x/  No / /

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. /x/

State
Issuer's revenues for its most recent fiscal year: $26,103,625

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, 2001, was approximately $19,282,717.

The
number of shares of Common Stock outstanding as of May 31, 2001 was 8,468,376

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (check one): Yes / /  No /x/

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Sento
Corporation (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, 2001 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.

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PART III

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

Directors:

Certain information regarding the directors of the Company is set forth below:

|Name              |  | Age |  | Position                                                    |  | Director Since
|----------------- |  | --- |  | ----------------------------------------------------------- |  | --------------
|Gary B. Filler    |  | 60  |  | Chairman of the Board and Acting Chief Financial Officer(1) |  | 1998          
|Dennis L. Herrick |  | 58  |  | President, Chief Executive Officer and Director             |  | 2000          
|Kieth E. Sorenson |  | 52  |  | Director(2)                                                 |  | 1997          
|Kim A. Cooper     |  | 42  |  | Director                                                    |  | 1999          
|Lyndon L. Ricks   |  | 45  |  | Director                                                    |  | 1999          

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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 is also serving as Acting Chief Financial Officer of the Company. 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.

Dennis L. Herrickjoined the Company as President and Chief Executive Officer, and as a member of the Board of Directors in
March 2000. Prior to joining Sento he was President and Chief Executive Officer of I-Lease Inc., a provider of Internet based marketing tools for equipment leasing companies
from June 1999 to March 2000. From November 1995 to March 1998 Mr. Herrick was Vice President of US Operations for Americ Disc, a manufacturer and distributor of
compact disks. From September 1993 until November 1995, he was a founder and Chief Operating Officer of Triptych CD, a CDROM start-up, which was subsequently sold to Americ
Disc. Concurrently, from January 1991 until April 1994, Mr. Herrick served as President of SJ Packaging Corporation, an offset printing company. Prior to 1991, Mr. Herrick
was Vice President and General Manager of Data Products Europe for Xidex Corporation, a manufacturer and distributor of storage media products.

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 1, 1997 to April 22, 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

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Product Marketing. He is also currently the owner of Avtronix, 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 Chief Operating Officer
of Sorenson Media, Inc., an Internet streaming media company ("Sorenson"), a position he has held since April 2000. Prior to 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 Digital Harbor, Mr. Cooper served for
two years as Vice President of Worldwide Marketing and Business Development for Novell, Inc., a provider of director-enabled networking software, and for ten years as Vice President of Worldwide
Customer Services for WordPerfect Corporation. Mr. Cooper also serves as a director for three other companies, including: National Tech Team Inc., a multi-national provider of desktop management
services to national and multi-national governmental entities and service organizations and a number of Fortune 500 companies; EchoPass, Inc., a private company providing innovative call center
automation tools and assisted call center communication services; and ComDais, Inc., a private company providing leading Ariba-based B2B digital marketplaces to companies such as the number one rated
business portal, Office.com. Mr. Cooper is a licensed attorney in Utah.

Lyndon L. Rickswas appointed to serve as a director of Sento in October 1999. Since 1992, Mr. Ricks is an attorney in
private practice with the law firm of Kruse, Landa & Maycock, L.L.C., located in Salt Lake City, Utah. Prior to joining his current firm in 1992, Mr. Ricks was engaged in the private
practice of law with two firms located in Salt Lake City, Utah from 1982 until 1992. Mr. Ricks' legal practice is focused on securities compliance, mergers and acquisitions, corporate matters
and general business transactions. Mr. Ricks served as a chairman of the Securities Section of the Utah State Bar from 1996 to 1997.

Executive Officers:In addition to Mr. Herrick, 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:

Ronnie Johansen, 40, has served as the Vice President of Operations of Sento since September 1999. Prior to his appointment as
Vice President of Operations, Mr. Johansen served as the Vice President of Sento Technical Services from July 1998 until September 1999. Prior to joining Sento,
Mr. Johansen served as Director of Customer Service for Novonyx, Inc., a joint venture formed by Novell, Inc. and Netscape Inc., from July 1997 until May 1998
and as a Director of EMEA Technical Services for Novell, Inc. in the Netherlands from November 1994 until July 1996. From August 1996 to July 1998,
Mr. Johansen worked as an independent consultant for several international business ventures. He was also employed as Director of International Development for WordPerfect Corporation from 1987
until 1994. Mr. Johansen received a B.A. degree in Russian Studies from Brigham Young University.

Stanley J. Cutler, 59, has served as Sento's Corporate Controller since November 1998 and as 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.

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 SEC. 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

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representations from the Company's executive officers and directors, the Company believes that no forms were delinquent or were not filed during the most recent fiscal year or prior years (to the
extent not previously disclosed).

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 31, 2001 exceeded $100,000 (collectively, the "Named
Executive Officers").

|                                                                           |  |                |  |                       |  |                |  |                       |  | Long-Term Compensation |  |      
|-------------------------------------------------------------------------- |  | -------------- |  | --------------------- |  | -------------- |  | --------------------- |  | ---------------------- |  | -----
|
|
|Dennis L. Herrick
Chief Executive Officer                                  |  | 2001
2000
1999 |  | 120,000
6,462
       |  | 
30,000
     |  | 

                 |  | 

                  |  | 


|Stanley J. Cutler
Secretary and Corporate Controller                       |  | 2001
2000
1999 |  | 100,000
92,308
27,104 |  | 
15,000
     |  | 

                 |  | 

                  |  | 


|Gary B. Filler(1)
Chairman of the Board and
Acting Chief Financial Officer |  | 2001
2000
1999 |  | 

                 |  | 

          |  | 102,000
102,000
8,500 |  | 

                  |  | 


|Ronnie Johansen
Vice President of Operations                               |  | 2001
2000
1999 |  | 98,804
78,692
38,173  |  | 21,592
5,910
 |  | 

                 |  | 

                  |  | 



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Option Grants in Last Fiscal Year

The following table sets forth individual grants of options to acquire shares of Common Stock made to the Named Executive Officers during the fiscal year ended
March 31, 2001.

|Name           |  | Options
Granted |  | Percent of Total Options
Granted to Employees in
Fiscal Year |  | Exercise Price |  | Expiration Date 
|-------------- |  | --------------- |  | ------------------------------------------------------------ |  | -------------- |  | ----------------
|Stanley Cutler |  | 30,000          |  | 6%                                                           |  | $4.81          |  | April 18, 2001  
|Gary B. Filler |  | 5,000           |  | 1%                                                           |  | $3.31          |  | August 11, 2005 
|Gary B. Filler |  | 10,000          |  | 2%                                                           |  | $2.75          |  | January 15, 2006

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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, 2001and the value realized upon the exercise of options during the fiscal year ended March 31, 2001.

|                  |  |   |  |   |  | Number of Unexercised
Options at
FY End 2001(2) |  | Value of Unexercised
In-the-Money Options at
FY End 2001($)(3)
|----------------- |  | - |  | - |  | ----------------------------------------------- |  | --------------------------------------------------------------
|
|Dennis Herrick    |  |  |  |  |  | 115,105                                         |  | 209,896                                                       
|Stanley J. Cutler |  |  |  |  |  | 118,541                                         |  | 161,459                                                       
|Gary B. Filler    |  |  |  |  |  | 116,250                                         |  | 113,750                                                       
|Ronnie Johansen   |  |  |  |  |  | 63,123                                          |  | 136,877                                                       

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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 the Company's Common Stock. Messrs. Cooper and Sorenson each received options to purchase
15,000 shares of the Company's Common Stock and Mr. Ricks received options to purchase 10,000 shares of the Company's Common Stock during the last fiscal year.

On
March 30, 1999, the Company contracted with Gary B. Filler to act as Executive Vice President and Chief Financial Officer of the Company. Pursuant to such agreement,
Mr. Filler is paid $8,500 per month for his services as CFO. The agreement is cancelable by either party at any time. In addition, during the fiscal year ended March 31, 2001, the
Company granted to Mr. Filler options to purchase an aggregate of 5,000 shares and 10,000 shares of Common Stock at exercise prices of $3.31 and $2.75 per share, respectively.

Employment Agreements and Change of Control Arrangements

The Incentive Plan 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.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The
following table sets forth information as of July 12, 2001 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 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

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have been computed based on the number of outstanding securities, excluding treasury shares held by the Company, which was 8,385,876 shares of Common Stock as of July 12, 2001.

|              |                                                                                                                             | Beneficial Ownership
As of July 12, 2001 |        
|------------- | --------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | -------
|
|Common Stock: |                                                                                                                             |                                          |        
|              | Clemons F. Walker
748 Rising Star
Henderson, NV 89104                                                                       |                                          | 481,200
|              | Gary B. Filler
Chairman of the Board and Acting Chief Financial Officer
808 East Utah Valley Drive,
American Fork, UT 84003 |                                          | 173,250
|              | Stanley J. Cutler
Secretary and Corporate Controller
808 East Utah Valley Drive,
American Fork, UT 84003                    |                                          | 169,426
|              | Dennis L. Herrick
President, CEO and Director
808 East Utah Valley Drive,
American Fork, UT 84003                           |                                          | 150,128
|              | Kieth E. Sorenson
Director
808 East Utah Valley Drive,
American Fork, UT 84003                                              |                                          | 116,250
|              | Ronnie Johansen
Vice President of Operations
808 East Utah Valley Drive,
American Fork, UT 84003                            |                                          | 79,633 
|              | Kim A. Cooper
Director
808 East Utah Valley Drive,
American Fork, UT 84003                                                  |                                          | 16,250 
|              | Lyndon L. Ricks
Director
808 East Utah Valley Drive,
American Fork, UT 84003                                                |                                          | 13,500 
|              | All officers and directors as a group (7 persons)                                                                           |                                          | 718,437

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Item 12. Certain Relationships and Related Transactions.

In
addition to the employment agreements, change of control arrangements and consulting agreement noted in the "Employment Agreements and Change of Control Arrangements" and "Director
Compensation" subsections of Item 11, on March 2, 2000, the Company and EchoPass Corporation, a Delaware corporation ("EchoPass"), closed the transactions contemplated by an Amended and
Restated Contribution Agreement dated as of March 1, 2000, between the Company and EchoPass (the "Contribution Agreement"). The transactions consummated pursuant to the Contribution Agreement
as well as transactions involving EchoPass that closed on or about March 2, 2000 (collectively, the "EchoPass Transactions") included: (i) the transfer by the Company of certain
technology developed or acquired by or licensed to the Company (the "Technology") to EchoPass in exchange for 4,000,000 shares of the Series A Convertible Preferred Stock, $.0001 par value per
share, of EchoPass (the "EchoPass Series A Preferred"), representing approximately 26% of the issued and outstanding shares of EchoPass (the "EchoPass Common Stock") on a fully-diluted basis,
(ii) the execution by the Company and EchoPass of a Services Agreement, dated as of March 1, 2000, enabling the Company to utilize the Technology (at most favored customer pricing) in
developing its existing and future Customer Contact Solution Centers; (iii) the transfer by the Company of certain tangible assets, consisting primarily of computer equipment, to EchoPass in
exchange for EchoPass' payment of approximately $1,303,000 in cash to the Company; and (iv) the resignation of certain former employees of the Company, including Arthur F. Coombs, III, formerly
the Company's Chief Executive Officer and Keith Barr, Formerly the Company's Chief Information Officer, who became employees of EchoPass.

Certain
directors and officers of the Company, at the time of the closing of the EchoPass Transactions, had material relationships with EchoPass. In particular, EchoPass was formed by
certain directors,
officers and employees of the Company. Furthermore, certain directors and executive officers and other employees of the Company as of the closing date of the EchoPass Transactions (including
Messrs. Sorenson, Coombs, Barr and Filler) owned an aggregate of 915,000 shares of EchoPass Common Stock, representing an aggregate of approximately 6% of the issued and outstanding shares of
EchoPass Common Stock as of such date on a fully-diluted basis. Messrs. Coombs and Barr each owned 275,000 shares of EchoPass Common Stock and Messrs. Sorenson and Filler each owned
100,000 shares of EchoPass Common Stock as of such closing date. In addition, prior to such closing date, three of the Company's directors, Messrs. Sorenson, Coombs and Filler, also served as
directors of EchoPass.

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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 27, 2001.

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

In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on
July 27, 2001.

|Signature                             |  | Capacity in which Signed                                                              
|------------------------------------- |  | --------------------------------------------------------------------------------------
|                                      |  |                                                                                       
|/s/GARY B. FILLERGary B. Filler       |  | Chairman of the Board and Acting Chief Financial Officer (Principal financial officer)
|/s/DENNIS L. HERRICKDennis L. Herrick |  | President, Chief Executive Officer and Director (Principal executive officer)         
|/s/KIETH E. SORENSONKieth E. Sorenson |  | Director                                                                              
|/s/KIM A. COOPERKim A. Cooper         |  | Director                                                                              
|/s/LYNDON L. RICKSLyndon L. Ricks     |  | Director                                                                              
|/s/STANLEY J. CUTLERStanley J. Cutler |  | Corporate Controller and Secretary (Principal accounting officer)                     

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