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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]  Annual report under Section 13 or 15(d) of the Securities Exchange Act of
     1934 for the fiscal year ended March 31, 1999 or

[ ]  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          (Commission File No.)         (IRS Employer
      jurisdiction                                       Identification No.)
    of incorporation)


                           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 [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. [ ]

     State Issuer's revenues for its most recent fiscal year: $21,225,230

     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 June 11, 1999, was approximately $8,342,687.

     The number of shares of Common Stock outstanding as of June 11, 1999 was
7,078,546.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Issuer's definitive proxy statement relating to its Annual
Meeting of Shareholders scheduled for September 23, 1999 are incorporated by
reference in Part III of this report.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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

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                                TABLE OF CONTENTS

PART I.........................................................................1

Item 1.     Business...........................................................1

Item 2.     Description of Property............................................7

Item 3.     Legal Proceedings..................................................7

Item 4.     Submission of Matters to a Vote of Security Holders................8

PART II........................................................................9
Item 5.     Market for Registrant's Common Equity
            and Related Shareholder Matters....................................9

Item 6.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations..........................................9

            Results of Operations.............................................10

            Liquidity and Capital Resources...................................12

            Year 2000.........................................................13

Certain Factors That May Affect Future Performance............................14

Item 7.     FINANCIAL STATEMENTS..............................................17

Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE............................17

PART III......................................................................18
Items 9, 10, 11 and 12........................................................18

Item 13.    Exhibits and Reports on Form 8-K..................................18

SIGNATURES....................................................................19

FINANCIAL STATEMENTS.........................................................F-1


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THE STATEMENTS CONTAINED IN THIS ANNUAL REPORT ON FORM 10-KSB THAT ARE NOT
PURELY HISTORICAL ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. ALL FORWARD-LOOKING STATEMENTS INVOLVE VARIOUS
RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT
INCLUDE STATEMENTS REGARDING THE COMPANY'S PLANS TO DEVELOP AND DELIVER
INTEGRATED INFORMATION TECHNOLOGY SERVICES, ACQUISITION PLANS, MARKET
OPPORTUNITIES AND ACCEPTANCE, EXPECTATIONS, GOALS, REVENUES, FINANCIAL
PERFORMANCE, STRATEGIES, MISSION AND INTENTIONS FOR THE FUTURE. SUCH
FORWARD-LOOKING STATEMENTS ARE INCLUDED UNDER ITEM 1. "BUSINESS," ITEM 2.
"PROPERTIES" AND ITEM 6. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS." ALL FORWARD-LOOKING STATEMENTS INCLUDED IN
THIS REPORT ARE MADE AS OF THE DATE HEREOF, BASED ON INFORMATION AVAILABLE TO
THE COMPANY AS OF SUCH DATE, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENT. IT IS IMPORTANT TO NOTE THAT SUCH STATEMENTS MAY NOT
PROVE TO BE ACCURATE AND THAT THE COMPANY'S ACTUAL RESULTS AND FUTURE EVENTS
COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH STATEMENTS. AMONG THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S
EXPECTATIONS ARE THOSE DESCRIBED UNDER ITEM 6. "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CERTAIN FACTORS THAT
MAY AFFECT FUTURE PERFORMANCE." ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING
STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE
EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THIS SECTION AND OTHER FACTORS INCLUDED
ELSEWHERE IN THIS REPORT.

PART I

ITEM 1.   BUSINESS.

OVERVIEW

          Sento Corporation ("Sento" or the "Company") provides IT services to
organizations of all sizes that use or develop applications for Windows NT, UNIX
and Internet/Intranet-based client-server computing environments. Such services
consist primarily of the following:

-    providing outsourced technical support and help-desk functions;
-    consulting in computer telephony integration (`CTI") technology; and
-    assessing and training in-house IT staff both on-site and through distance
     learning, including computer based training methods ("CBT").

          The Company was formed in 1986 as Spire Technologies, Inc. and
marketed high-end third party hardware and software products as a value added
reseller ("VAR"). In 1996, the Company completed a share exchange with an
existing public company. In November 1996, the Company's Common Stock, $.25 par
value (the "Common Stock") was registered on the Nasdaq Stock Market (Small Cap
Market) (Symbol: SNTO). In 1998, the Company changed its name to Sento
Corporation.

          In 1997 and 1998, the Company undertook a strategic transition to
focus its efforts on IT training, consulting and technical support. In 1998 the
Company constructed a call center facility which facility is now operational and
is anticipated to be fully staffed (300 personnel) during the 2000 fiscal year.
The Company sold certain operations, comprising part of its VAR business, in
March 1999 and may sell other parts of this business as discussed elsewhere
herein.

BACKGROUND

          Historically, Sento operations consisted almost entirely of a VAR
business oriented to purchasers of high-end third-party hardware and software
products. The Company generated revenues almost exclusively from sales and
distribution of third-party hardware and software products. In 1997, the Company
began a strategic transition using its technical core competencies to offer IT
outsourcing services such as help desk, systems and network consulting and IT
training ("outsourcing" refers to the transfer of IT product and service
responsibility from internal personnel to external providers). Management
believes these new service offerings will contribute greater operating margins
than distributing third-party products. The Company divested some of its VAR
business in March 1999 and anticipates that it may divest itself of


                                       1

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the remainder of its VAR business during the 2000 fiscal year. The Company has
also refocused its training activities from classroom style to corporate custom
and distance learning/CBT.

          The Company's marketing efforts focus on middle market companies
ranging from $50 million to $500 million in annual revenues as well as
divisions/departments of Fortune 500 companies. Sento sells and delivers its
services through two IT service offices located in American Fork, Utah, and
Sydney, Australia. Sento's call center is located in the American Fork, Utah
facility.

          During the year ended March 31, 1998, Sento expanded its service
offerings and geographic range through the acquisitions of Australian Software
Innovations Pty. Ltd. ("ASI") in Sydney, Australia (now known as Sento Australia
Pty. Ltd.), and Astron Incorporated in Orem, Utah.

THE INDUSTRY

          The IT industry encompasses a broad spectrum of technology and
services used in the processing, distribution and management of information.
This spectrum includes (i) a user's desktop information system, consisting
principally of computer hardware, software and associated training, (ii) back
office services, including existing and future IT systems infrastructure, and
(iii) organizational management of IT systems (including Internet and Intranet)
and requirements.

          Sento believes most organizations face a rapidly changing, highly
competitive environment where improved utilization of IT products and services
can be a significant factor in improving products and services, lowering costs,
increasing customer satisfaction and building competitive advantages. Many top
executives and managers recognize the importance of information technology in
their organizations and the potential benefits of improved IT utilization. At
the same time, the rapid technological change and migration required to achieve
those benefits create tremendous pressure on organizations and their management.
As the pace of technological change accelerates, the organization's ability to
evaluate, integrate, deploy and leverage IT systems is becoming a critical
competitive issue. In particular, internal IT departments are frequently
challenged to use limited time and resources (both financial and human) to stay
abreast of rapid technological change while maintaining the operations of
existing IT systems without incurring significant technological or operational
risks.

          The challenge of maintaining an organization's focus on core business
areas while attempting to monitor and benefit from rapid IT development has
prompted many organizations to seek professional IT training, consulting and
technical services from external providers. Growing product complexity, shorter
product life cycles and an increasing number of products and multi-vendor
computer and network configurations have increased the demand for technical
support services. At the same time, software publishers, hardware manufacturers,
online service providers and other organizations are finding it increasingly
difficult and expensive to service all their needs in-house. Technical support
is especially challenging to undertake as a non-core function because of the
need for ongoing capital investment in specialized equipment, the technical
workforce management challenge and the inherent need for scale. As a result,
"outsourcing," or the transfer of IT product and service responsibility from
internal personnel to external providers, is rapidly gaining favor among many
organizations.

          The Company believes that the principal factors motivating
organizations to pursue outsourced IT services are the desire to provide
improved customer service, an effort to focus internal organizational resources
on the organization's core competencies, the necessity of enhancing IT
effectiveness and the benefit of supplementing internal IT resources. Sento
believes most organizations that use information technology, whether in their
core business or to facilitate non-IT business operations, are currently
outsourcing or will, in the future, outsource some or all of their IT needs.

BUSINESS STRATEGY

          Sento's business strategy is to develop and provide integrated IT
solutions that enable its customers to effectively use leading-edge technology
to improve their business operations and results. The Company believes it can
pursue its business strategy by implementing the following strategic
initiatives:


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          DEVELOP AND MARKET LEADING-EDGE INTEGRATED IT SOLUTIONS. The Company
offers its clients broad IT solutions utilizing its consulting, training and
technical support skills and experience. Through the various phases of customer
IT needs, the Company provides:

-    capacity planning, design and implementation;
-    systems monitoring and tuning;
-    customized and general system and application training; and
-    ongoing comprehensive product support and help desk services.

The Company seeks to identify the IT requirements and objectives of its
customers, then deliver an integrated package of leading edge technology and
services that enables customers to improve business processes and operating
results.

          INTERNAL GROWTH AND ACQUISITIONS. Sento intends to expand its
operations by opening or acquiring additional call centers and consulting and
training offices in strategic locations in the U.S. and foreign countries.
Management believes that if the Company successfully identifies and consummates
acquisitions of additional offices, then it will enhance its ability to offer
its multinational clients a comprehensive package of integrated IT services. In
addition to geographic expansion, the Company will seek to identify and acquire
companies that provide complementary consulting and training services, and, as a
result, extend the breadth of its service offerings.

          ATTRACT AND RETAIN HIGHLY SKILLED IT PROFESSIONALS. The Company's
success depends on its ability to attract, train, motivate and retain highly
skilled IT professionals. Management believes that the Company's three-pronged
service approach (technical support, consulting and training) provides an
excellent career path filled with significant opportunities across the spectrum
of IT experience, from entry level positions through highly skilled IT
consultants. Sento's help desk and technical support centers will offer both
entry level employees and seasoned professionals the prospect of training to
enhance their abilities while serving customers in a broad range of IT areas.
The Company also offers its professionals the prospect for rapid advancement and
expert personal training, as employees can move from one career step to another
while remaining within the Company. Sento provides its employees the chance to
work with leading-edge technologies in a stimulating, flexible, entrepreneurial
environment with continuous technical training.

          CAPITALIZE ON EXISTING RESOURCES AND RELATIONSHIPS. Over the past ten
years Sento has assisted its customers in the design and implementation of
complex hardware and software solutions in heterogeneous operating systems
environments. Sento's consultants and help desk professionals have been at the
forefront of assisting clients to migrate from legacy (mainframe) systems to the
more versatile server and Internet solutions offered by state-of-the-art
manufacturers and software vendors. The Company's need for its consultants to
have a knowledge base in both legacy operating systems and the heterogeneous
operating systems of the client/server environment has created a large pool of
experienced and well-trained consultants. The Company's active customer base
includes over 2,500 customer sites around the world and includes many major
multinational corporations. The Company will use its large and active customer
base to expand sales of new training, consulting and technical support service
offerings. The Company has completed its construction of a state-of-the-art
technical support center in American Fork, Utah and will use that call center to
augment its present help desk business.

SERVICES

          The Company's integrated IT solutions are designed to enable its
customers to effectively use leading-edge technology to improve their business
processes and operating results. Sento delivers IT services in three broad
categories: training, consulting and technical support services.

          IT TECHNICAL SUPPORT. Sento offers a broad range of IT outsourcing
services consisting principally of call center, helpdesk and product support
services. Sento uses advanced systems, including client-server-based database
and reporting systems, Internet, LAN and multi-user systems and
Computer-


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Telephony Integration ("CTI"), Integrated Voice Response ("IVR") and Integrated
Fax Retrieval ("IFR") technologies, to provide timely technical support to its
customers, enabling those customers to focus increased attention on their core
business operations.

          HELPDESK. Helpdesk services are provided by vendor-certified
          professionals acting on behalf of a customer to provide end users and
          IT staffs with a knowledgeable resource to address questions and
          problems involving applications, integrated desktop, network support
          or customized areas of need. Helpdesk personnel provide flexible
          services of a moderately technical nature that can be easily scaled
          to meet a customer's changing technical support requirements.
          Utilizing Sento personnel, customers can develop a program that meets
          their requirements, then implement the program rapidly as a complete
          helpdesk solution or as a supplement to the customer's on-site
          facility. In addition, Sento can dispatch trained engineers to
          customer or end-user locations when necessary to provide on-site
          solutions.

          PRODUCT SUPPORT. Product support services are targeted towards
          original equipment manufacturers ("OEMs"), software publishers,
          hardware system manufacturers and other organizations requiring
          high-quality technical services. These services, which are more
          technical in nature than helpdesk or call center services, are
          designed to provide customers with immediate and efficient access
          to "best-of-class" product support. Sento delivers comprehensive
          first-level support to end users and manufacturers, combining
          hardware and network support with application support for proprietary
          and off-the-shelf programs.

          IT TRAINING. Sento provides instructor-led training in seminar,
customized corporate and multimedia settings. Sento's objective is to provide
high-quality IT training designed to incorporate leading delivery systems,
measurement tools and training practices. Sento currently offers training and
related certification services to IT professionals, including Microsoft
Certified Systems Engineer ("MCSE"), Certified NetWare Engineer ("CNE"),
Certified Winframe Administrator ("CWA"), Internet and networking technologies.
Sento instructors combine their presentation skills with technical information
and years of practical, real-world experience and examples. Instructors are
certified in their area of instruction, with many having multiple certifications
(such as MCSE, MCP, CNE, and/or CWA) to their credit. In addition, Sento offers
training for QuickBooks customers. These courses provide tips, configurations,
tweaks and solutions required to address obstacles faced by business and
accounting professionals. Students are provided instruction in the use of
solutions to maximize their productivity. Sento provides its training and
applications through various settings including seminar, customized corporate
and multimedia including video and computer based training via Internet and
CD-ROM.

          VAR BUSINESS. Sento sells, designs, installs and integrates computer
solutions comprised of hardware, software and technical services. These products
and services include: mail and messaging solutions, systems design, Windows NT
migration services, network design and implementation, data and systems
management, Internet connectivity and security, remote network connections and
virtual private networks ("VPN"), software solutions such as office automation
and imaging to performance enhancement tools. Sento is a Channel Partner with
Compaq Computer Corporation and an authorized reseller for companies including
CISCO and Microsoft. In March 1999, the Company sold certain assets and
operations, comprising a portion of its VAR business. The Company anticipates
that it will divest itself of the remainder of its VAR business during the 2000
fiscal year.

          INTERNATIONAL OPERATIONS. In July 1997, the Company acquired
substantially all of the assets of Australian Software Innovations (Services)
Pty. Ltd. ("ASI"), including the OpenAviator suite of UNIX-based management and
performance monitoring utilities. Shortly thereafter, Sento sold the OpenAviator
product suite to BMC Software, Inc. ("BMC") and agreed to provide related
product support services during a transition period which expired on December
31, 1998. Sento contributed the remainder of the ASI assets to Sento Australia,
Pty. Ltd., a wholly-owned subsidiary of the Company ("Sento Australia"), which
acts as a reseller for BMC's Patrol product line. These software sales are
complemented by professional consultancy and integration, performance tuning
education, and customized configuration and development services.


                                       4

<PAGE>

ACQUISITIONS AND DIVESTITURES

          In October 1998, the Company acquired equipment and intellectual
property from Functional Software, Pty., Ltd. ("Functional Software") in
exchange for $450,000 in cash and approximately 130,000 shares of Common Stock.
Functional Software is the developer of COSMOS, a system management framework
technology for UNIX and Windows NT computer systems. Subsequent to the
acquisition, the Company determined that the level of revenues reasonably
anticipated to be generated from the operation of the Functional Software assets
would be substantially lower than anticipated at the time of the acquisition.
The Company also determined that the anticipated expenses of the acquired
business would be higher than anticipated at the time of acquisition. The
Company has, as of March 31, 1999, entered into an agreement with the
successor-in-interest to Functional Software, whereby the Company sold all of
the equipment and intellectual property acquired from Functional Software in
exchange for the return to the Company of 100,000 shares of Common Stock.

          In August 1998, Sento Training Corporation ("Sento Training") acquired
the marketing rights to certain IT training courses from Educational Systems,
Inc. ("ESI") for $100,000 cash and an agreement to pay future royalties of not
less than $500,000 and not more than $1,400,000 (in cash and shares of Common
Stock) over a 33-month period. Effective April 1, 1999, the Company began
withholding royalty payments, based upon the Company's working capital position
and disagreements with the principals of ESI regarding certain representations
and obligations contained in the acquisition agreement. The Company believes
that on June 9, 1999 ESI filed suit against Sento Training in the Fourth
Judicial District Court of Utah County, State of Utah, requesting payment of
amounts allegedly payable under the ESI acquisition agreement, an accounting and
reconciliation of amounts payable under the agreement and damages based on
alleged misrepresentations and interference with economic relations. As of the
date of this Report, the Company has not been served with papers filed by ESI.

          During the year ended March 31, 1999, the Company also sold certain
assets acquired in a series of transactions during the year ended March 31,
1998. These transactions consisted of (a) the sale of all of the stock of Sento
UK Limited (acquired in October 1997 for 31,750 shares of Common Stock) in
exchange for the return of 43,750 shares of Common Stock issued to the principal
and certain employees of Sento UK Limited and an agreement to pay the Company a
royalty equal to two percent of net revenues generated by Sento UK Limited
during the five-year period commencing April 1, 1999; (b) the sale of all of the
assets of Sento's east coast division (acquired in July 1997 from CDG
Technologies, Inc. for 60,000 shares of Common Stock) in exchange for the
payment of cash in an amount equal to $135,000 (paid over a three-year period)
and a royalty based upon net revenues of the divested operations over the
three-year period, provided that the entire purchase price will be reduced to
$100,000 if paid in full prior to January 1, 2001; (c) the sale of 67% of the
stock of Dewpoint Distributed Solutions, Inc. ("Dewpoint") (representing the
Company's entire ownership of the stock of Dewpoint) in exchange for cash in the
amount of $5,000 and the delivery of promissory notes in the original principal
amount of $333,336, secured by a pledge of all of the Dewpoint shares
transferred by the Company and bearing interest at the rate of six percent (6%)
per annum; and (d) the sale of all of the assets of Sento's west coast division
(acquired in October 1997 from PC Business Solutions, Inc. for 250,000 shares of
Common Stock) in exchange for a promissory note in the original principal amount
of $250,000, secured by a pledge of 100,000 shares of Common Stock and bearing
interest at the rate of seven and one-half percent (7.5%) per annum.

COMPETITION

          The IT industry is highly competitive, global in scope and comprised
of myriad enterprises and individuals. Methods of competition within the
industry include, but are not limited to, marketing, product performance, price,
product differentiation, service, technology and compliance with industry
standards. The Company anticipates that present and potential competition in the
various markets it serves will come from enterprises and individuals of various
types, many of which are larger and have greater resources than those of the
Company. Firms not now in direct competition with the Company may introduce
competing products in the future. It is possible for companies to be at various
times competitors, customers and collaborators in different markets. Management
believes that its efforts to implement the Company's


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strategy of delivering integrated IT solutions, if successfully implemented, may
constitute a competitive advantage.

          As the Company has completed its transition to the delivery of
outsourced IT services, it has encountered a new range of competitors within
each of the training, consulting and technical services industry segments. Each
of the three industry segments exhibits unique characteristics and is rapidly
growing and highly competitive. In the IT training industry, among other
competitors, Sento faces competition from large hardware and software vendors,
as well as many independent international, national, regional and local training
companies. Sento's principal competitors in IT consulting include software
vendors, consulting divisions of large international accounting and consulting
firms and independent international, national, regional and local training
companies. In the IT technical support industry, Sento also faces significant
and diverse competition from a broad spectrum of international, national,
regional and local enterprises.

          Sento's competitors include major sole source IT services companies
such as Anderson Consulting, Computer Sciences Corp., Electronic Data Systems,
and IBM which provide full "turnkey" solutions to their large customers, as well
as the following national and worldwide services companies, among others, who
compete in one or more of the three market segments in which Sento competes:

<TABLE>
<CAPTION>

COMPANY                   SYMBOL     FY END     TTM REV ($MIL)  MARKET SEGMENT*
-------                   ------     ------     --------------  --------------
<S>                       <C>        <C>        <C>             <C>
Keane Consulting          KEA        Dec        1,076            C, T, TS
Aris Corporation          ARSC       Dec        115              C, T
Sykes International       SYKE       Dec        469              C, TS
CBT                       CBTSY      Dec        162              T
Learning Tree Intnl       LTRE       Sep        187              T
A Consulting Team         TACX       Dec        49               C, T
Integrated Systems        INTS       Feb        74               C
Computer Learning         CLCX       Jan        145              T
National Tech Team        TEAM       Dec        117              TS
Teletech Holdings         TTEC       Dec        369              TS
Whittman-Hart, Inc.       WHIT       Dec        308              C
Stream                    DNY        Dec        200              TS

</TABLE>
* C - Consulting, T - Training, TS, Technical Support

          Sento's ability to compete in its market segments will be driven by
its niche approach, state-of-the-art call center technology, its core
competencies in leading-edge technologies, and by servicing higher-end IT
segments such as networks, TCP/IP, CTI, and systems rather than simpler products
like desktop applications and games.

          Given the extensive market opportunity in the networking, Internet,
and CTI systems operating environments, management believes that Sento's
strategy of providing the "best of breed" services in the technically high end
market niche will provide it with competitive positioning to achieve high growth
and capture market share while reaching profitability objectives.

SIGNIFICANT CUSTOMERS

          No customer accounted for more than 10% of the Company's revenues for
the fiscal year ended March 31, 1999. However, two customers accounted for
approximately 83% of technical support revenues, and it is anticipated that less
than five customers will account for more than 80% of the technical support
revenues in the next fiscal year and perhaps longer. In addition, it is
anticipated that technical support revenues will become the majority of the
Company's revenues, and, therefore, it is anticipated that a small number of
customers will account for the majority of the Company's revenues. Consistent
with industry standards, the Company's contracts are generally cancelable by the
customer on short-term notice. The loss of, or the failure to retain a
significant amount of business with any key customer, could have a material
adverse effect on the business, financial condition and results of operations of
the Company.


                                       6

<PAGE>

PATENTS AND PROPRIETARY TECHNOLOGY

          The Company does not own any patents nor does it have any patent
applications relating to its products. The Company has a limited number of
copyrights and has obtained licenses to create derivative works relative to
copyrights owned by third parties. The ownership of such derivative works vests
in the licensor. The Company is also seeking tradename and trademark protection
for certain of its names and marks. Accordingly, Company management does not
believe that any particular patent or group of patents, copyrights, trademarks,
or tradenames is of material importance to the business of the Company as a
whole.

RESEARCH AND DEVELOPMENT

          The Company competes in an industry which is characterized by rapid
technological change. Historically, the Company has not incurred significant
expenses for research and development.

EMPLOYEES

          As of June 11, 1999, the Company had approximately 257 total
employees, approximately 225 of which were full-time employees. Competition for
qualified personnel in the IT industry is intense. The future success and growth
of the Company will depend in large measure upon its ability to attract and
retain qualified management and technical personnel. There can be no assurance
that the Company will be able to attract and maintain all personnel necessary
for the development and operation of its business nor that it will be able to
train its current employees on new developments in technology. Failure of the
Company to attract and retain key management and technical personnel and
qualified personnel required to continue the Company's operations could have a
material adverse impact on the Company. None of the Company's employees is
represented by a labor organization with respect to their employment with the
Company. The Company has never had a work stoppage, and the Company considers
its employee relations satisfactory.

PROPRIETARY MARKS

          The Company utilizes many third-party products represented by
registered or common law trademarks, including the following trademarks.
DEC-Registered Trademark-,VMS-Registered Trademark-, OpenVMS-TM-,
VAX-Registered Trademark- and Alpha-TM- are trademarks of Digital.
Microsoft-Registered Trademark-, MS-DOS-Registered Trademark-, DOS-TM-,
Windows-Registered Trademark-, Windows NT-Registered Trademark- and Windows
95-TM- are trademarks of Microsoft. OS/2-TM- is a trademark of IBM.
Intel-Registered Trademark- is a registered trademark of Intel Corporation.
This Form 10-KSB also contains trademarks of other companies.

ITEM 2.   DESCRIPTION OF PROPERTY.

          The headquarters and existing call center of the Company are located
at 808 East Utah Valley Drive, American Fork, Utah. The Company leases
approximately 40,000 square feet of space used for the Company's administrative,
call center, technical support and training operations. The monthly base rent is
$33,400, subject to adjustment during the renewal periods. Management
anticipates that continued growth of the Company, if achieved, will necessitate
acquisition of additional office space during fiscal year 2000. The Company also
leases a 4,100 square foot facility in Sydney, Australia and a 2,600 square foot
facility in Orem, Utah.

ITEM 3.   LEGAL PROCEEDINGS.

As of the date of this Report, the Company is not a party to any legal
proceedings that are required to be reported under this Item. See Item 1.
Business--Acquisitions and Divestitures.


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ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.


                                       8

<PAGE>

PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

          The Company's Common Stock, par value $.25 (the "Common Stock"), is
listed and traded under the symbol "SNTO" on the Nasdaq Small Cap Market
maintained by the National Association of Securities Dealers (the "NASD"). The
following table sets forth the range of high and low closing prices for the
Common Stock in the over-the-counter market for the periods indicated, as
reported by the NASD. The over-the-counter market quotations represent prices in
the market between dealers in securities; they do not include retail markup,
markdown or commissions, and do not necessarily represent actual transactions.


                                                  ------------------------------
          QUARTER ENDED                            HIGH         LOW
                                                  ----------   -----------------

            March 31, 1999 ................        $2.625       $1.375
            December 31, 1998 .............        $4.000       $2.250
            September 30, 1998 ............        $4.750       $3.500
            June 30, 1998 .................        $5.125       $3.750

            March 31, 1998 ................        $4.500       $3.875
            December 31, 1997 .............        $4.750       $4.063
            September 30, 1997 ............        $5.500       $4.250
            June 30, 1997 .................        $5.375       $3.875

     The Company did not pay or declare dividends on the Common Stock during the
periods ended March 31, 1999 and 1998. The Company currently anticipates that it
will retain all available funds to finance its future growth and business
expansion. The Company does not presently intend to pay cash dividends in the
foreseeable future.

          As of June 11, 1999, the Company had 7,078,546 shares of Common Stock
outstanding, held by 440 shareholders of record, which does not include
shareholders whose shares are held in securities position listings.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

          Sento Corporation ("Sento" or the "Company") provides integrated
information technology ("IT") solutions for Windows NT, UNIX, Open VMS,
Internet/Intranet, and networked computing environments. Through its wholly
owned subsidiaries, Sento delivers outsourced training, consulting, technical
support services and hardware and software solutions.

          Sento Training Corporation ("Sento Training") provides classroom
training courses, seminar training workshops, customized corporate training
programs, and multi-media presentations, all of which are designed to teach and
reinforce skills required to make IT systems work effectively. Sento Consulting
Corporation ("Sento Consulting") delivers customized IT consulting services
intended to help Sento customers realize the benefits of advanced IT solutions
in the areas of network, systems and financial information. Sento Technical
Services Corporation ("Sento Technical Services") offers a range of IT
outsourcing services consisting of "call center", "helpdesk", and technical
support services. The Company conducts substantially all of its foreign
operations through Sento Australia Pty. Ltd. based in Sydney, Australia and
Sento Limited, located near London, England. DewPoint Distributed Solutions
Corporation, a majority owned (67%) subsidiary (divested March 31, 1999),
provided distribution, reseller, and channel


                                       9

<PAGE>

management for leading software and hardware manufacturers. As discussed
elsewhere in the Form 10-KSB, the Company has divested itself of some of these
businesses.

RESULTS OF OPERATIONS

FISCAL 1999 COMPARED TO FISCAL 1998

          REVENUES. Revenues increased 3% or $585,385 from $20,639,845 for the
fiscal year ended March 31, 1998 to $21,225,230 for the fiscal year ended March
31, 1999. These revenues were generated from the following three areas:

          Revenues from the Company's VAR business decreased 26% or $5,148,773
from $19,924,058 for fiscal year ended March 31, 1998 to $14,775,285 for the
fiscal year ended March 31, 1999. This decrease is representative of the
Company's strategic transition from reselling third party products to marketing
the Company's own product line of IT outsourced services. In addition, two of
the Company's major suppliers experienced significant market share
deterioration. The Company expects that revenues from product sales and
maintenance will represent a smaller percentage of the Company's revenues in the
future as the Company continues to focus on its other sources of revenue. The
Company divested some of this business in March 1999 and anticipates that it
will divest itself of the remainder of this business during the 2000 fiscal
year.

          Training revenues of $3,430,728 for the fiscal year ended March 31,
1999 were generated through Sento Training. The Company's training revenues for
the fiscal year ended March 31, 1998 of $715,787, were all generated in the
fourth quarter, which is when the Company entered into the training business
with the acquisition of Astron Incorporated ("Astron").

          Technical Services revenues of $3,019,217 were generated through Sento
Technical Services, which was created in April of 1998. The Company had no
comparative technical services revenues for the year ended March 31, 1998. This
revenue reflects the Company's strategic focus on providing IT services.

          COST OF SALES. Cost of sales consists primarily of salaries and
employee benefits for the Company's full and part-time consultants, engineers,
agents, and instructors; travel expenses relating to consulting and training
activities; the costs to third party manufacturers for software and hardware
products; facilities costs; and depreciation on property and equipment incurred
in the production of revenues.

          Cost of sales increased 8% or $1,159,944 from $14,227,071 for the
fiscal year ended March 31, 1998 to $15,387,015 for the same period in 1999.
Gross profit as a percentage of revenues decreased by 3%, from 31% of revenues
during the fiscal year ended March 31, 1998 to 28% of revenue for the same
period in 1999. There have been general decreases in the margins allowed from
manufacturers to resellers in both hardware and software products. In August
1998, the Company completed and moved into a new technical support call center.
Excess capacity in the Company's new call center also contributed to lower
margins.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling general and
administrative expenses increased 42% or $3,853,081 from $9,186,053 for the
fiscal year ended March 31, 1998 to $13,039,134 for the same period in 1999.
During the first nine months of fiscal 1999 the Company spent substantial
amounts on selling and marketing expenses in an effort to increase training
revenues that resulted in no increase in revenues and a substantial loss to
Sento Training. During the fourth quarter of fiscal 1999, the Company
significantly changed its focus from providing classroom training to providing
custom corporate IT training, video, and training in several vertical niche
markets. This change of focus has resulted in increased revenues, lower selling
and marketing spending, and a visible improvement in operating results for the
training division. Management intends to continue this approach and believes
Sento Training's financial results will continue to improve with this strategy
in place. Start-up activities associated with


                                      10

<PAGE>

Sento Technical Services and Sento Training also contributed to the large
increase in general and administrative expenses during fiscal 1999.

          RESEARCH AND DEVELOPMENT EXPENSES. The increase in research and
development expenses of $98,134 or 124% from $78,875 during the year ended March
31, 1998 to $177,009 for the year ended March 31, 1999 was mainly due to
software development activities by the Company's Australian operations.

          AMORTIZATION OF INTANGIBLE ASSETS. The Company recorded $791,456 of
amortization expense relating to intangible assets during the fiscal year ended
March 31, 1999. The intangible assets being amortized are from business
acquisitions completed during the 1999 fiscal year and the latter portion of the
Company's fiscal year ended March 31, 1998. Therefore, amortization of
intangible assets, in the amount of $214,984 was much lower in fiscal 1998
because of the short time these assets were held during that year. In addition,
as discussed elsewhere in this Form 10-KSB, the Company has divested itself of
some of these business and has experienced an asset impairment on the remaining
business, which has resulted in no remaining intangible assets as of March 31,
1999. In future years, there will be no amortization of intangible assets
relating to the above mentioned acquisitions.

          RESTRUCTURING CHARGES. The Company took measures to improve
productivity in its VAR business during the three months ended December 31, 1998
when it implemented a restructuring plan that included the closing of the
Company's network consulting operations in Southern California. The Company
recorded a restructuring charge of $229,829, including the write-off of $202,179
of unamortized goodwill and non-compete agreements relating to the Company's
network consulting operations.

          IMPAIRMENT OF ASSETS. During the fiscal year ended March 31, 1999, the
Company recorded impairment of assets totaling $880,842. The impairment consists
of a write-down of goodwill and non-compete agreements totaling $426,296
relating to the Company's acquisition of Astron, Inc. in January 1998 and the
write-off of $454,546 of unamortized intangible marketing rights for classroom
based training related to the acquisition of Educational Systems Inc. The
decision to write down these assets was based on continued losses in the
classroom-based training department of the Company's training division, which
was acquired through the acquisition of Astron. In addition, the Company expects
to incur continued losses in classroom-based training and, therefore, is
focusing its continued efforts on seminar-based training and customized
corporate training.

          WRITE-OFF OF IN-PROCESS RESEARCH AND DEVELOPMENT COSTS. Included as
part of the acquisition of Functional Software Pty, Inc. ("Functional"), was the
purchase of in-process research and development costs totaling $92,095, which
where expensed at the time of acquisition.

          OTHER INCOME, NET. Other income includes the following for the years
ended March 31, 1999 and 1998:

<TABLE>
<CAPTION>

                                                                     1999           1998
                                                                     ----           ----
          <S>                                                    <C>            <C>
          Interest income                                        $   111,601    $  358,466
          Interest expense                                          (101,871)      (86,518)
          Loss on disposal of businesses                            (337,402)            -
          Gain on sale of intangible assets                          875,000     3,214,107
          Gain (loss) on disposal of property and equipment          112,496       (53,852)
          Settlement with vendor                                     141,000             -
          Other                                                      314,055             -
                                                                 ------------   -----------
          Other Income, Net                                       $1,114,879    $3,432,203
                                                                 ============   ===========

</TABLE>

It is not anticipated that other income will be significant in future periods.

          INTEREST INCOME. Interest income decreased by $246,865, or by 69%,
from $358,466 during the year ended March 31, 1998 to $111,601 during the same
period in 1999. The decrease in interest income is due primarily to the
significant decrease in the Company's cash balances.


                                      11

<PAGE>

          INTEREST EXPENSE. Interest expense decreased by $134,647, or 57%, from
$236,518 during the year ended March 31, 1998 to $101,871 during the same period
in 1999. This decrease was due primarily to a charge to interest expense in 1998
for a 15% discount offered on $1,000,000 of convertible bonds issued in 1998.
The total charge to interest expense for the above mentioned discount was
$150,000 in 1998.

          LOSS ON DISPOSAL OF BUSINESSES. During the last quarter of fiscal
1999, the Company sold its VMS software sales and support business; all of the
stock of Sento UK; all of the assets of Sento's east coast operations; its
ownership in Dewpoint Distributed Solutions, Inc. ("Dewpoint"); all of the
assets of Sento's west coast operations; and intellectual property and equipment
acquired in October of 1998 from Functional. See Item 1. Business--Acquisitions
and Divestitures. The net loss from the disposal of these businesses totaled
$337,402.

          GAIN ON SALE OF INTANGIBLE ASSETS. During the year ended March 31,
1998, the Company sold intangible assets to BMC Software, Inc. (BMC). The total
gain from the sale to BMC was $4,089,107, of which $3,214,107 was recognized in
fiscal 1998 and the remaining $875,000 was recognized in fiscal 1999 as
contractual representations and warranties were completed.

          GAIN (LOSS) ON DISPOSAL OF PROPERTY AND EQUIPMENT. Included in the
gain on disposal of property and equipment during the year ended March 31, 1999
is a gain totaling $124,578 from the sale of a building. The Company also
recognized losses from the disposal of equipment during the years ended March
31, 1999 and 1998 of $12,082 and $53,852 respectively.

          OTHER. Other includes royalty and investment income totaling $188,000,
collected by the Company in 1999 from the sale of investments in a prior period
and other miscellaneous items. No gain on the sale of these investments was
originally recognized at the time of sale due to the uncertainty of future
realization. Management does not expect other income to be significant in future
periods.

LIQUIDITY AND CAPITAL RESOURCES

          At March 31, 1999, the Company had a $1,537,769 deficit in working
capital and cash balances had decreased 95%, or $5,531,121, from $5,807,014 at
March 31, 1998 to $275,893 at March 31, 1999. The deterioration in liquidity was
primarily due to $3,462,744 of net cash used by operating activities and
$2,717,848 of cash used for capital expenditures during the year ended March 31,
1999.

          The Company's primary sources of liquidity have been cash received
from sales of assets and cash provided through private sales of equity as well
as being generated by its operations. In addition, the Company has financed some
of its equipment utilized in its business through long-term debt and has
obtained an operating line of credit from a bank. The Company's expansion and
continuing operating losses will require the Company to find additional sources
of funding in future periods. In the event the Company is not able to find such
alternate sources of funding, its ability to pursue its planned business
strategy will be limited and it may be forced to reduce or suspend its
operations. There can be no assurance that the Company will be able to obtain
necessary capital funding on terms favorable to the Company, or at all.

          On June 9, 1999, the Company completed the initial closing of a
private placement of common stock and warrants resulting in total consideration
received to that date of approximately $1,600,000. The offering period of the
private placement will continue through July 2, 1999, during which time Sento
will seek to raise an additional amount to bring the private placement to its
maximum amount of $1,920,000. This maximum amount of the private placement is in
the form of 600,000 units consisting of two shares of common stock and a warrant
to purchase one share of common stock. The units were and are being sold at a
price of $3.20 per unit. The stock purchase warrants are exercisable for a
three-year period at $2.50 per share. With this new financing, management
believes the Company will be able to continue its operations and fund part of
its expected growth.

          This new financing also made it possible for the Company to
restructure its loan with its bank, which will provide up to $2,000,000 of bank
financing including the $1,000,000 outstanding with the bank


                                      12

<PAGE>

at March 31, 1999. The amount available under the bank loan is based on Sento's
outstanding accounts receivable. The new financing also makes it possible for
the Company to proceed with its plans to enter into agreements regarding sales
and leaseback of equipment, which could provide up to an additional $1,500,000
in cash.

          As discussed above, management has implemented plans to raise debt and
equity capital sufficient for continued operations. In the opinion of
management, the continued implementation of these plans will permit the Company
to meet its operating requirements, at least through the next fiscal year.
However, the Company is subject to many uncertainties over which management has
limited control, any one of which could adversely affect the Company's operating
cash flows and thus create cash flow problems for the Company.

YEAR 2000

Sento Corporation has organized a Year 2000 oversight committee that is
conducting an analysis of the Company's internal compliance and implementing
necessary changes to ensure compliance. An overall five-phase plan has been
implemented to coordinate the efforts of all offices worldwide.

The five-phase plan is outlined below:

-    Discovery: Creation of Year 2000 Project Plan, Organization of Oversight
     Committee consisting of site coordinators for each of the Sento sites,
     members of the Company's IT management and senior management, and project
     manager. Communication with Board of Directors.

-    Risk Assessment: Identify and document critical path items for all
     departments throughout Sento worldwide. Assess risk on each item. Determine
     current Year 2000 Compliance Status for each at risk item.

-    Equipment and Products: Inventory of internal systems and software and
     embedded logic equipment. Contacting all suppliers and manufacturers of
     equipment and products for Year 2000 status on products as well as their
     internal company Year 2000 readiness.

-    Testing: Conduct internal testing on all mission critical systems to assure
     no disruption of service or date-logic concerns.

-    Reporting and Contingency Plans: Reporting of results of above phases and
     proposed contingency plans for all high-risk items.

To date, the Company has completed the Discovery, Risk Assessment, Equipment and
Products, and Testing phases. The Company is currently accumulating information
for the Reporting and Contingency Plan phase. The Company's mission critical
systems primarily consist of newly purchased computers with Intel processors
running Microsoft NT/Windows software. The Company's primary mission critical
applications have been purchased with documented Year 2000 compliance. The
telephone system and security system for the corporate office are newly
purchased and Year 2000 certification verification is underway.

While the costs to address the Company's Year 2000 issues cannot readily be
determined until the above five phases have been completed, the nature of the
systems and software that are implemented in the Company's critical path
processes are such that the Company does not anticipate the costs associated
with any corrective procedures will be material. The preceding statements
regarding the Company's anticipated costs are forward-looking. Actual results
could differ materially from those identified in the forward-looking statements.
Factors affecting these results include the timing and cost of completing the
Company's year 2000 assessment, the costs of any required remedial measures, the
costs of failing to anticipate year 2000 issues that arise and the existence of
any liability to third parties for failure by the Company to have adequately
addressed its year 2000 issues.


                                      13

<PAGE>

In the near term, Year 2000 compliance is creating significant demand for IT
products and services such as those provided by the Company. The passage of the
Year 2000 may have a material adverse effect on the demand for these services.
In addition, while the Company is not aware of any existing potential claims,
the occurrence of Year 2000 related system failures in the information systems
of clients of the Company could have a material adverse effect on the Company's
business, financial condition and results of operation, whether or not the
Company bears any responsibility, legal or otherwise, for the occurrence of
those problems.

CERTAIN FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

          In addition to other information in this Form 10-KSB, the following
are important factors that should be considered carefully in evaluating the
Company and its business.

Liquidity and Capital Resources

          At March 31, 1999, the Company had a $1,537,769 deficit in working
capital and cash balances had decreased 95% or $5,531,121, from $5,807,014 at
March 31, 1998 to $275,893 at March 31, 1999. The deterioration in liquidity was
due primarily to $3,462,744 of net cash used by employee training and operating
activities during the year ended March 31, 1999 and $2,717,848 of cash used to
purchase furniture and equipment.

          The Company's primary sources of liquidity have been cash received
from sales of assets and cash provided through private sales of equity, as well
as borrowing under a bank line of credit. In addition, the Company has financed
some of its equipment utilized in its business through long-term leasing
arrangements. The Company's expansion and continuing operating losses require
the Company to find additional sources of funding. In the event the Company is
not able to find such alternate sources of funding, its ability to pursue its
planned business strategy will be limited, and it may be forced to reduce or
suspend its operations. There can be no assurance that the Company will be able
to obtain necessary capital to fund its operations and purchase needed equipment
to expand its operations on terms favorable to the Company, or at all.

Dependence on Customers

          No customer accounted for more than 10% of revenues for the fiscal
year ended March 31, 1999. However, two customers accounted for approximately
83% of technical support revenues, and it is anticipated that less than five
customers will account for more than 80% of the technical support revenues in
the next fiscal year and perhaps longer. In addition, it is anticipated that
technical support revenues will become the majority of the Company's revenues,
and, therefore, it is anticipated that a small number of customers will account
for the majority of the Company's revenues. Consistent with industry standards,
the Company's contracts are generally cancelable by the customer on short-term
notice. The loss of, or the failure to retain a significant amount of business
with any key customer could have, and the cancellation or termination of the
Company's contracts with either of its existing technical support customers
would have, a material adverse effect on the business, financial condition and
results of operations of the Company.

Competition

          The market for providing IT services is highly fragmented and very
competitive. The IT services industry is comparatively young with many small
regional service companies supplying some training and consulting, or systems
integration services coupled with hardware and software sales. There are many
small IT training companies specializing in various vertical market niches.

          The IT services industry, however, has begun to experience a degree of
consolidation and the entry of major IT companies, which has resulted in an
additional level of competition from service providers that have greater name
recognition, larger installed customer bases, and significantly greater
financial, technical and marketing resources than the Company. Over the past
five years, a number of existing companies have enjoyed increasing success and
rapid internal growth. Several of these companies


                                      14

<PAGE>

have been active in acquiring the smaller regional training and consulting
companies and are becoming major competitors with a measurable share of this
rapidly expanding market. In addition, major sole source IT services companies
such as Anderson Consulting, Computer Sciences Corp. ("CSC"), Electronic Data
Systems ("EDS"), and IBM provide full "turnkey" solutions to their large
customers.

          Also, major computer hardware and software companies generally provide
their own technical support, consulting, and customer training. Therefore, such
companies are not within the potential customer base for IT service providers
and have the capability of providing services that compete with those provided
by the Company.

          There can be no assurance that better and more efficient services will
not be provided by new or existing IT service providers in competition with the
Company or that existing service providers will not develop. The services
provided by such competitors may be more effective or less expensive than those
provided by the Company. Although the Company continues to improve, refine and
enhance the services it provides, there can be no assurance that the Company
will be able in the future to do so.

Changing Market

          The market for IT services is characterized by rapid technological
advances, new product introductions and enhancements, and changes in customer
requirements. The Company's future success will depend in large part on its
ability to service new products, platforms and rapidly changing technology.
These factors will require the Company to provide adequately trained personnel
to address the increasingly sophisticated, complex and evolving needs of its
customers.

          The complex nature of support services has resulted in the demand for
technical support services to expand beyond the telephone and now includes
e-mail, faxes and the Internet. Services include resolution of problems relating
to the configuration and set-up, installation and interoperability of different
products, and the level of support requests ranges from simple error messages to
complex network configurations. These services cover a broad set of
technologies, including operating environments, applications, databases,
communication and network products, systems tools, development environments and
Internet/intranet products. There can be no assurance that the Company will be
able to provide such services profitably. The failure by the Company to adapt to
the changing IT service industry would have an adverse impact on the Company's
result of operations and financial condition.

          Sento's success will depend in part on its ability to develop
solutions that keep pace with the continuing changes in information technology,
evolving industry standards and changing client requirements. There can be no
assurance that Sento will be successful in adequately addressing these
developments on a timely basis or that, if these developments are addressed,
Sento will be successful in the marketplace. In addition, there can be no
assurance that products or technologies developed by others will not render
Sento's services non-competitive or obsolete. Sento's failure to address these
developments could have a material adverse effect on Sento's business and
financial condition.

Attracting, Training and Retaining Quality Employees

          The IT services market suffers from a significant labor shortage. The
success of the Company depends, in large part, on its ability to attract, retain
and train highly-qualified scientific, technical, managerial and marketing
personnel with IT expertise. The Company has not entered into employment
agreements that require the services of any of its key technical personnel to
remain with the Company for any specified period of time. Competition for such
personnel is intense. There can be no assurance that the Company will be able to
attract and maintain all personnel necessary for the development and operation
of its business nor that it will be able to train its current employees on new
developments in technology. The loss of the services of key personnel or an
inability to attract, retain, train and motivate qualified personnel could have
a material adverse effect on the business, financial condition and results of
operations of the Company.


                                      15

<PAGE>

Dependence on Industry Trend to Outsource Services

          The Company's business depends in large part on the trend within the
IT industry to outsource certain services. There can be no assurance that this
trend will continue or if the trend continues that it will proceed at the same
rate of growth. The failure of this trend to continue could have a material
adverse effect on the business, financial condition and results of operations of
the Company.

New Management

          The Company has recently effected significant changes in its
management team and key employees. In particular, the Company's chief executive
officer, Arthur Coombs, Gary B. Filler, in a consulting role as its Executive
Vice President and Chief Financial Officer, and Keith Barr, Chief Information
Officer, joined the Company in February 1998, March 1999 and April, 1998,
respectively. A majority of the Company's Board of Directors were elected since
July 1998. The Company's headcount has grown from 162 at June 12, 1998 to 257 at
June 11, 1999. There can be no assurance that the Company's new management team
and other new personnel can successfully manage the Company's rapidly evolving
business, and failure to do so would have a material adverse effect upon the
Company's operating results.

Potential Significant Fluctuations in Quarterly Results

          The value of individual transactions can constitute a substantial
percentage of the Company's quarterly revenue, and particular transactions may
generate a substantial portion of the operating profits for a quarter. Because
the Company's staffing and other operating expenses are based on anticipated
revenue levels, and a high percentage of its expenses are fixed, delays in the
receipt of orders or payments can cause significant variations in operating
results from quarter to quarter. In addition, the Company may expend significant
resources pursuing potential sales that will not be consummated. The Company
also may choose to reduce prices or to increase spending in response to
competition or to pursue new market opportunities, which may adversely affect
its operating results.

          In particular, the Company's revenues from call center operations are
potentially volatile. Such revenues are a function of the number of support
requests received by the Company and the time spent on such requests.
Consequently, the Company's profitability may be adversely affected if the
Company receives fewer support requests than anticipated or the time spent in
resolving inquiries is greater than anticipated.

          For all of the reasons identified above, management believes that
period-to-period comparisons of the Company's results of operations may not be
meaningful and should not be relied upon as an indication of future performance.
Furthermore, there can be no assurance that the Company will be able to achieve
and sustain profitability on a quarterly basis.

Possible Volatility of Stock Price

          The trading price of the Common Stock has fluctuated widely in
response to variations in quarterly operating results, announcements by the
Company or its competitors, industry trends, general economic conditions or
other events or factors. Such fluctuations may continue in the future. Among
other factors, as described in the preceding paragraph, it is possible that in
some future quarters the Company's operating results will be below the
expectations of public market analysts and investors. Regardless of the general
outlook for the Company's business, the announcement of quarterly operating
results below analyst and investor expectations could have a material and
adverse effect on the market price of the Common Stock.

Risk of Emergency Interruption of Call Center Operations


                                      16

<PAGE>

          The Company's business is highly dependent on its computer and
telecommunications equipment and software systems. There can be no assurance,
that natural disaster, human error, equipment malfunction or inadequacy, or
other events would not result in a prolonged interruption in the Company's
ability to provide support services to its clients. The temporary or permanent
loss of the Company's computer or telephone equipment or systems, through
casualty, operating malfunction or otherwise, could have a material adverse
effect on the Company. The Company's property and business interruption
insurance may not be adequate to compensate the Company for all losses that it
may incur.

Collection of Accounts

          The Company's business of providing IT services involves certain
account collection risks. These remedies may be time-consuming and there can be
no assurance that the Company would be successful in its efforts or that the
Company would be able to recover its costs of collection. With respect to
software sales, a customer who has ordered and received software from the
Company may fail to pay timely for the software, thus creating a collection
problem for the Company. In the event a purchaser of services or software
defaults on its payment obligation, the Company's sole remedy would be the
pursuit of legal remedies.

ITEM 7.   FINANCIAL STATEMENTS.

The financial statement information required by Item 7 is included on pages
F-1--F-20.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

          None


                                      17

<PAGE>

                                    PART III

                             ITEMS 9, 10, 11 AND 12.

          These items are incorporated by reference to the Company's definitive
proxy statement relating to the Company's Annual Meeting of Shareholders
scheduled for September 23, 1999. The definitive proxy statement will be filed
with the Commission not later than 120 days after March 31, 1999, pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended.

                   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

          (a)     EXHIBITS

<TABLE>
<CAPTION>
                                                                                                  Incorporated     Filed
                        Description                                                               by Reference    Herewith
    Number
--------------    ----------------------------------------------------------------------          ------------    --------
<S>               <C>                                                                             <C>             <C>

     3.1          Articles of Incorporation, as amended                                                             (1)

     3.2          Bylaws                                                                             (2)

     10.1         Sento Technical Innovations Corporation Stock Incentive Plan                       (3)

     10.2         Astron Incorporated Acquisition Agreement, dated as of November 19,                (4)
                  1997

     10.3         Amendment No. 1 to Astron Incorporated Acquisition Agreement, dated as             (4)
                  of December 31, 1997

     10.4         Educational Systems, Inc. Asset Purchase Agreement, dated as of                                   (1)
                  June 24, 1998.

     10.5         Silicon Valley Bank Amended and Restated Loan and Security Agreement,                             (1)
                  dated as of June 23, 1999.

     21           Subsidiaries of the Registrant                                                                    (1)

     23           Consent of KPMG LLP                                                                               (1)

     27           Financial Data Schedule                                                                           (1)
--------------

</TABLE>

(1)     Filed herewith and attached to this Form 10-KSB following page 19
        hereof.

(2)     Incorporated by reference to Annual Report on Form 10-KSB for the fiscal
        year ended April 30, 1996, filed with the Commission on July 29, 1996,
        as amended by Form 10-KSB/A filed with the Commission on August 1, 1996.

(3)     Incorporated by reference to the Company's definitive proxy statement
        for the annual meeting of the Company's  shareholders  held on August
        18, 1997.

(4)     Incorporated by reference to a Current Report on Form 8-K filed with the
        Commission on January 15, 1997.

        (b)  REPORTS ON FORM 8-K

             None


                                      18

<PAGE>

                                   SIGNATURES

          In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on June 25, 1999.

                               SENTO CORPORATION



                               By:        /s/ ARTHUR F. COOMBS, III
                                   --------------------------------
                                           Arthur F. Coombs, III
                                           President and Chief Executive Officer


          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 June 25, 1999


            SIGNATURE                         CAPACITY IN WHICH SIGNED
---------------------------------     ------------------------------------------


     /s/ KIETH E. SORENSON            Chairman of the Board
-------------------------------
     Kieth E. Sorenson


     /s/ ARTHUR F. COOMBS, III        President, Chief Executive Officer and
-------------------------------       Director (Principal executive officer)
     Arthur F. Coombs, III


     /s/ GARY B. FILLER               Chief Financial Officer and Director
-------------------------------       (Principal financial and accounting
     Gary B. Filler                   officer)


     /s/ ROBERT K. BENCH              Director
-------------------------------
    Robert K. Bench


     /s/ WALTER W. BREGMAN            Director
-------------------------------
     Walter W. Bregman


                                      19

<PAGE>

                         INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders of
Sento Corporation:


We have audited the accompanying consolidated balance sheets of Sento
Corporation and subsidiaries as of March 31, 1999 and 1998 (as restated), and
the related consolidated statements of operations, stockholders' equity and
comprehensive loss, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the financial
statements of Software Innovations Limited or Sento Australia Pty Limited,
wholly-owned subsidiaries, which financial statements reflect total assets
constituting 7.5 percent and total revenues constituting 5.7 percent as of
March 31, 1998 of the related consolidated totals. Those statements were
audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for these companies,
is based solely on the reports of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Sento Corporation and
subsidiaries as of March 31, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended.


                                                 KPMG LLP


Salt Lake City, Utah
  May 21, 1999, except as to
  the first paragraph of note 6
  which is as of June 8, 1999,
  and the second paragraph
  of note 16 which is as
  of June 9, 1999


                                      F-1

<PAGE>

                      SENTO CORPORATION AND SUBSIDIARIES

                          Consolidated Balance Sheets

                            March 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                                                           1998
                                                                                                  1999                   (NOTE 7)
                                                                                              ------------              ---------
<S>                                                                                           <C>                       <C>
                            ASSETS

Current assets:
     Cash and cash equivalents                                                                $    275,893              5,807,014
     Accounts receivable, less allowance for doubtful
        accounts of $208,678 in 1999 and $397,842  in 1998                                       3,075,460              4,076,715
     Inventories                                                                                    10,010                302,172
     Income taxes receivable                                                                       375,148                322,112
     Notes receivable, current portion (note 4)                                                         --                 39,500
     Other current assets (note 3)                                                                 381,872              1,434,907
     Deferred tax assets (note 8)                                                                       --                218,540
                                                                                              ------------             ----------
                    Total current assets                                                         4,118,383             12,200,960

Property and equipment (notes 5 and 6)                                                           2,907,897              1,274,902
Intangible assets, less amortization of $214,584 in 1998 (notes 3 and 13)                               --              1,513,758
Notes receivable, less current portion (note 4)                                                    175,000                 98,500
Other assets (note 3)                                                                               99,891                772,532
                                                                                              ------------             ----------
                                                                                              $  7,301,171             15,860,652
                                                                                              ------------             ----------
                                                                                              ------------             ----------

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Line of credit (note 6)                                                                  $  1,000,000                     --
     Current portion of long-term debt (note 6)                                                    191,741                131,774
     Current portion of royalty obligations (note 3)                                               218,182                     --
     Accounts payable                                                                            2,197,129              2,720,562
     Accrued salaries                                                                              479,830                311,013
     Accrued liabilities                                                                         1,068,949              1,088,184
     Deferred revenue                                                                              500,321              2,280,510
                                                                                              ------------             ----------
                    Total current liabilities                                                    5,656,152              6,532,043
                                                                                              ------------             ----------
Long-term liabilities:
     Deferred revenue                                                                                   --                175,000
     Convertible bonds (note 7)                                                                    472,266                944,533
     Long-term debt, excluding current portion (note 6)                                            103,192                362,959
     Long-term royalty obligations, net of current portion (note 3)                                183,125                     --
     Deferred tax liabilities (note 8)                                                                  --                271,539
                                                                                              ------------             ----------
                    Total long-term liabilities                                                    758,583              1,754,031

Commitments (notes 9, 16, and 18)

Stockholders' equity (notes 3, 7, and 11):
     Common stock, $.25 par value. Authorized 50,000,000 shares;
        issued and outstanding 6,120,671 shares in 1999 and 5,741,063 shares in 1998             1,580,607              1,435,268
     Additional paid-in capital                                                                  7,247,143              6,100,290
     Deferred compensation                                                                        (204,814)              (338,357)
     Retained earnings (accumulated deficit)                                                    (7,327,537)               427,266
     Accumulated other comprehensive income - foreign currency translation                         (22,400)               (49,889)
     Treasury stock, 201,750 common shares, at cost                                               (386,563)                    --
                                                                                              ------------             ----------
                    Total stockholders' equity                                                     886,436              7,574,578
                                                                                              ------------             ----------
                                                                                              $  7,301,171             15,860,652
                                                                                              ------------             ----------
                                                                                              ------------             ----------

</TABLE>

See accompanying notes to the consolidated financial statements.


                                      F-2

<PAGE>

                      SENTO CORPORATION AND SUBSIDIARIES

                     Consolidated Statements of Operations

                      Years ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                                     1998
                                                                              1999                 (NOTE 7)
                                                                         ------------             ----------
<S>                                                                      <C>                      <C>
Revenues                                                                 $ 21,225,230             20,639,845
Cost of sales                                                              15,387,015             14,227,071
                                                                         ------------             ----------
                    Gross profit                                            5,838,215              6,412,774

Selling, general, and administrative expenses                              13,039,134              9,186,053
Research and development expense                                              177,009                 78,875
Amortization of intangible assets                                             791,456                214,984
Restructuring charges (note 12)                                               229,829                     --
Impairment of long-lived assets (note 13)                                     880,842                     --
Write-off of in-process research and development costs (note 3)                92,095                     --
                                                                         ------------             ----------
                    Loss from operations                                   (9,372,150)            (3,067,138)

Other income, net (note 2)                                                  1,114,879              3,282,203
                                                                         ------------             ----------
                    Income (loss) before taxes                             (8,257,271)               215,065

Income tax benefit (expense) (note 8)                                         502,468               (302,090)
                                                                         ------------             ----------
                    Net loss                                             $ (7,754,803)               (87,025)
                                                                         ------------             ----------
                                                                         ------------             ----------
Net loss per share - basic and diluted                                   $      (1.31)                 (0.02)
                                                                         ------------             ----------
                                                                         ------------             ----------

</TABLE>

See accompanying notes to the consolidated financial statements.


                                      F-3

<PAGE>

                      SENTO CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Stockholders' Equity and Comprehensive Loss

                      Years ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                                  ACCUMU-
                                                                                  RETAINED         LATED
                                                            ADDI-                 EARNINGS         OTHER                    TOTAL
                                      COMMON STOCK         TIONAL     DEFERRED    (ACCUMU-        COMPRE-                   STOCK-
                                  -------------------      PAID-IN     COMPEN-     LATED          HENSIVE     TREASURY     HOLDERS'
                                  SHARES       AMOUNT      CAPITAL     SATION     DEFICIT)      INCOME/LOSS    STOCK        EQUITY
                                 ---------   ----------   ---------   --------   ----------     -----------   --------   ----------
<S>                              <C>         <C>          <C>         <C>        <C>            <C>           <C>        <C>
BALANCES AT MARCH 31, 1997       4,351,228   $1,087,808   1,595,352   (100,000)     530,491           --            --    3,113,651

Issuance of common stock
  for cash (note 11)               720,000      180,000   2,757,380         --           --           --            --    2,937,380

Issuance of common stock
  in lieu of compensation           76,000       19,000     209,025         --           --           --            --      228,025

Issuance of warrants with
  convertible bonds (note 7)            --           --     205,465         --           --           --            --      205,465

Exercise of warrants                 5,000        1,250      16,250         --           --           --            --       17,500

Exercise of stock options
  for common shares and cash        92,262       23,066     (20,881)        --           --           --            --        2,185

Common stock issued for
  business combinations (note 3)   485,750      121,438     968,450         --      (16,200)          --            --    1,073,688

Employee stock purchases
  (note 11)                         10,823        2,706      35,113         --           --           --            --       37,819

Deferred compensation related
  to grant of stock options
  and warrants (note 11)                --           --     334,136   (334,136)          --           --            --           --

Amortization of deferred
  compensation (note 11)                --           --          --     95,779           --           --            --       95,779

Comprehensive loss:
  Net loss (note 7)                     --           --          --         --      (87,025)          --            --      (87,025)
  Effect of change in
    foreign currency translation        --           --          --         --           --      (49,889)           --      (49,889)
                                                                                                                         ----------
Total comprehensive loss                                                                                                   (136,914)
                                 ---------   ----------   ---------   --------   ----------     -----------   --------   ----------
Balances at March 31, 1998       5,741,063    1,435,268   6,100,290   (338,357)     427,266      (49,889)           --    7,574,578

Conversion of bonds                313,554       78,388     441,879         --           --           --            --      520,267

Stock issued for bonuses            12,208        3,052      29,323         --           --           --            --       32,375

Exercise of warrants                73,894       18,474     240,154         --           --           --            --      258,628

Exercise of stock options           14,882        3,720      14,736         --           --           --            --       18,456

Common stock issued for
  business acquisition             142,559       35,640     351,052         --           --           --            --      386,692

Employee stock purchases
  (note 11)                         11,455        2,864      34,824         --           --           --            --       37,688

Common stock issued for
  royalty payments                  12,806        3,201      34,885         --           --           --            --       38,086

Treasury shares received for
  sale of property and
  businesses                      (201,750)          --          --         --           --           --      (386,563)    (386,563)

Amortization of deferred
  compensation (note 11)                --           --          --    133,543           --           --            --      133,543

Comprehensive loss:
  Net loss                              --           --          --         --   (7,754,803)          --            --   (7,754,803)
  Effect of change in
    foreign currency translation        --           --          --         --           --       27,489            --       27,489
                                                                                                                         ----------
Total comprehensive loss                                                                                                 (7,727,314)
                                 ---------   ----------   ---------   --------   ----------     -----------   --------   ----------
Balances at March 31, 1999       6,120,671   $1,580,607   7,247,143   (204,814)  (7,327,537)     (22,400)     (386,563)     886,436
                                 ---------   ----------   ---------   --------   ----------     -----------   --------   ----------
                                 ---------   ----------   ---------   --------   ----------     -----------   --------   ----------

</TABLE>

See accompanying notes to the consolidated financial statements.


                                      F-4

<PAGE>

                      SENTO CORPORATION AND SUBSIDIARIES

                     Consolidated Statements of Cash Flows

                      Years ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                                         1998
                                                                                  1999                 (NOTE 7)
                                                                              -----------            ----------
<S>                                                                           <C>                    <C>
Cash flows from operating activities:
     Net loss                                                                 $(7,754,803)              (87,025)
     Adjustments to reconcile net loss to
        net cash used in operating activities:
           Depreciation and amortization                                        1,414,964               600,276
           Amortization of deferred compensation                                  133,543                95,779
           Provision for losses on accounts receivable                            270,913               174,632
           Common stock issued in lieu of compensation                             32,375               228,025
           Loss on disposal of business                                           337,402                    --
           Net gain on disposition of assets                                     (987,496)           (3,160,255)
           Write-off of in-process research and development costs                  92,095                    --
           Asset impairment and restructuring charges                           1,110,671                    --
           Notes receivable charged to compensation                               110,000                    --
           Minority interest                                                      (68,201)                   --
           Interest on warrants with convertible bonds                                 --               150,000
           Changes in operating assets and liabilities:
              Accounts receivable                                                 584,252              (342,166)
              Inventories                                                         200,880               (41,288)
              Other assets                                                      1,797,649              (506,934)
              Deferred income taxes                                               (52,999)              146,583
              Accounts payable                                                   (149,740)             (249,741)
              Accrued liabilities and royalty obligations                         161,964               423,398
              Income taxes receivable                                             (53,036)             (339,603)
              Deferred revenue                                                   (543,177)              184,416
                                                                              -----------            ----------
                 Net cash used in operating activities                         (3,362,744)           (2,723,903)
                                                                              -----------            ----------

Cash flows provided by (used in) investing activities:
     Expenditures for business acquisition                                       (691,318)           (2,199,093)
     Capital expenditures                                                      (2,717,848)             (341,401)
     Proceeds from sale of assets                                                 192,722             5,600,000
     Disposal of business, net of cash                                           (161,184)                   --
     Issuance of notes receivable                                                      --              (110,000)
     Proceeds from notes receivable                                                28,000                    --
                                                                              -----------            ----------
                 Net cash provided by (used in) investing activities           (3,349,628)            2,949,506
                                                                              -----------            ----------

Cash flows from financing activities:
     Proceeds from issuance of stock                                              314,772             2,994,882
     Proceeds from issuance of long-term debt and line of credit                1,154,717               182,586
     Principal payments of long-term debt                                        (314,192)             (771,506)
     Proceeds from issuance of convertible bonds                                       --             1,000,000
                                                                              -----------            ----------
                 Net cash provided by financing activities                      1,155,297             3,405,962
                                                                              -----------            ----------
Effective of exchange rate changes                                                 25,954               (49,889)

Net increase (decrease) in cash and cash equivalents                           (5,531,121)            3,581,676

Cash and cash equivalents at beginning of period                                5,807,014             2,225,338
                                                                              -----------            ----------
Cash and cash equivalents at end of period                                    $   275,893             5,807,014
                                                                              -----------            ----------
                                                                              -----------            ----------

</TABLE>

                                                                     (Continued)


                                      F-5

<PAGE>

                      SENTO CORPORATION AND SUBSIDIARIES

                     Consolidated Statements of Cash Flows

                      Years ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                                         1998
                                                                                    1999                 (NOTE 7)
                                                                                -----------            ----------
<S>                                                                             <C>                    <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for:
     Interest                                                                   $    62,849                86,518
     Income taxes                                                                   100,987               646,745

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

Options exchanged for common stock                                              $        --                22,622
Deferred taxes related to assets acquired in business combinations                       --               280,000
Common stock issued for payment of royalties                                         38,086                    --
Common stock issued for conversion of bonds                                         520,267                    --
Assets acquired and liabilities assumed through
     business acquisitions:
        Assets acquired:
           Accounts receivable                                                  $        --               466,505
           Inventory                                                                     --               101,206
           Notes receivable                                                              --                28,000
           Prepaid taxes                                                                 --               114,715
           Other assets, including intangibles                                    1,551,210             1,496,085
           Fixed assets                                                              76,800               239,973
                                                                                -----------            ----------
                    Assets acquired                                               1,628,010             2,446,484

        Less liabilities assumed:
           Long-term debt                                                                --              (309,040)
           Accounts payable                                                              --              (650,290)
           Accrued liabilities                                                      (50,000)             (343,012)
           Royalty obligations                                                     (500,000)                   --
           Deferred revenue                                                              --               (70,454)
                                                                                -----------            ----------
                    Net assets acquired                                           1,078,010             1,073,688
           Less cash paid                                                          (691,318)                   --
                                                                                -----------            ----------
                    Net assets acquired with common stock                       $   386,692             1,073,688
                                                                                -----------            ----------
                                                                                -----------            ----------

</TABLE>

See accompanying notes to the consolidated financial statements.


                                      F-6

<PAGE>

                      SENTO CORPORATION AND SUBSIDIARIES

                Notes to the Consolidated Financial Statements

                            March 31, 1999 and 1998


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  DESCRIPTION OF BUSINESS

          Sento Corporation (Sento), formerly Sento Technical Innovations,
          provides integrated information technology (IT) solutions for Windows
          NT, UNIX, Open VMS, Internet/Intranet, and networked computing
          environments. Through its wholly-owned subsidiaries, Sento delivers
          technical support services, consulting, and outsourced training.

          Sento Technical Services Corporation offers a range of IT outsourcing
          services consisting of "call center," "helpdesk," and technical
          support services. Sento Consulting Corporation delivers customized IT
          consulting services intended to help Sento clients realize the
          benefits of advanced IT solutions in the areas of network, systems,
          and financial information consulting. Sento Training Corporation
          provides seminar training workshops, customized corporate training
          programs, and multi-media presentations, all of which are designed to
          teach and reinforce skills required to make IT systems work
          effectively.

          Historically, Sento operated as a Value Added Reseller generating
          revenues from its sales and distribution of third party hardware and
          software products. As a reseller, the Company was dependent on
          third-party suppliers, with over forty-five percent of the Company's
          revenues in 1998 derived from products it obtains from two suppliers.
          During the past two years, the Company began a strategic transition
          using its technical core competencies to offer IT outsourcing services
          and IT training.

          In addition, the Company conducts substantially all of its foreign
          operations through Sento Australia Pty. Limited, based near Sydney,
          Australia. Revenues from foreign sales for the periods ended March 31,
          1999 and 1998, were approximately twelve percent and nine percent of
          total sales, respectively.

     (b)  BASIS OF PRESENTATION

          The financial statements include the consolidated financial statements
          of Sento and its wholly-owned subsidiaries (collectively, the
          Company). All intercompany balances and transactions have been
          eliminated in consolidation.

     (c)  CASH AND CASH EQUIVALENTS

          The Company considers all highly liquid investments with original
          maturites of three months or less to be cash equivalents. Cash
          equivalents at March 31, 1998 consist of a $300,000 certificate of
          deposit which is held as collateral for a $300,000 letter of credit in
          favor of one of the Company's vendors. The Company had no cash
          equivalents as of March 31, 1999.

     (d)  INVENTORIES

          Inventories consist primarily of computer software disks and supplies,
          and third party supplier products which are stated at the lower of
          cost or market. Cost is determined using the first-in, first-out
          (FIFO) method.


                                      F-7

<PAGE>

     (e)  REVENUE RECOGNITION

          In October 1997, the American Institute of Certified Public
          Accountants (AICPA) issued Statement of Position (SOP) 97-2, SOFTWARE
          REVENUE RECOGNITION, which supersedes SOP 91-1, SOFTWARE REVENUE
          RECOGNITION. Effective March 31, 1998, the Company adopted the
          provisions of SOP 97-2. Revenue was recognized in accordance with SOP
          97-2 in fiscal year 1999, and SOP 91-1 in prior years.

          Revenue is generally recognized when persuasive evidence of an
          arrangement exists, delivery has occurred, the fee is fixed or
          determinable, and collection of the resulting receivable is reasonably
          assured. Revenue from the sale of software licenses and hardware sales
          is generally recognized upon delivery. Revenues from maintenance
          contracts are recognized over the term of the contract, and customer
          training and service are recognized as the service is performed.
          Deferred revenues consist of payments received on software maintenance
          contracts and recorded as revenue over the period of the contract,
          which is typically one year.

     (f)  PROPERTY AND EQUIPMENT

          Property and equipment are stated at cost. Depreciation of fixed
          assets is computed on the straight-line method over the estimated
          useful lives of individual classes of assets. The estimated useful
          lives of the individual classes of assets are as follows:

               Buildings                                 40 years
               Furniture and equipment                 3-10 years
               Transportation equipment                   5 years

     (g)  RESEARCH AND DEVELOPMENT

          Research and development costs are expensed as incurred. Software
          development costs incurred between achieving technological feasibly
          and release of the product have been insignificant and therefore
          expensed as incurred.

     (h)  INCOME TAXES

          Income taxes are accounted for under the asset and liability method.
          Deferred tax assets and deferred tax liabilities are recognized for
          the future tax consequences attributable to differences between the
          financial statement carrying amounts of existing assets and
          liabilities and their respective tax bases. Deferred tax assets and
          deferred tax liabilities are measured using enacted tax rates expected
          to apply to taxable income in the years in which those temporary
          differences are expected to be recovered or settled. The effect on
          deferred tax assets and deferred tax liabilities of a change in tax
          rates is recognized in income in the period that includes the
          enactment date.


                                      F-8

<PAGE>

     (i)  FOREIGN CURRENCY TRANSLATION

          The local foreign currency is the functional currency for the
          Company's foreign subsidiaries. Assets and liabilities of foreign
          operations are translated to U.S. dollars at the current exchange
          rates as of the applicable consolidated balance sheet date. Revenues
          and expenses are translated at the average exchange rates prevailing
          during the period. Adjustments resulting from translation are reported
          as a component of stockholders' equity. Certain transactions of the
          foreign subsidiaries are denominated in currencies other than the
          functional currency, including transactions with the parent company.
          Transaction gains and losses are included in other income (expense)
          for the period in which the transaction occurs.

     (j)  INTANGIBLE ASSETS

          Intangible assets as of March 31, 1998, include goodwill and
          noncompete agreements. Goodwill is amortized over five years and
          noncompete agreements are amortized over the life of the agreements,
          generally two years.

          The Company assesses whether its goodwill and other intangible assets
          are impaired based on a periodic evaluation of undiscounted projected
          cash flows through the remaining amortization period. If an impairment
          exists, the amount of such impairment is calculated and recorded based
          on the estimated fair value of the asset.

     (k)  NET LOSS PER COMMON SHARE

          Basic loss per share is computed in accordance with Financial
          Accounting Standards Board Standards No. 128, EARNINGS PER SHARE.
          Basic net loss per share is computed as net loss divided by the
          weighted average number of common shares outstanding for the period.
          Diluted net loss per share reflects the potential dilution that could
          occur from common shares issueable through stock options, warrants,
          and other convertible securities, if dilutive. Common stock equivalent
          shares are excluded from the computation of net loss per share for the
          years ended March 31, 1999 and 1998, as their effect is antidilutive.
          Net loss is the same for both basic net loss per share and diluted net
          loss per share.

          The weighted average number of common shares outstanding during the
          years ended March 31, 1999 and 1998 were 5,901,959 and 5,017,203,
          respectively, for both the basic and diluted calculations. The number
          of outstanding options and warrants that could potentially be dilutive
          in future years which were excluded from the calculations as there
          impact would have been antidilutive were 3,216,872 in 1999 and
          3,075,955 in 1998.


                                      F-9

<PAGE>

     (l)  STOCK-BASED COMPENSATION

          The Company has adopted the footnote disclosure provisions of
          Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR
          STOCK BASED COMPENSATION (SFAS 123). SFAS 123 encourages entities to
          adopt a fair value based method of accounting for stock options or
          similar equity instruments. However, it also allows an entity to
          continue measuring compensation cost for stock based compensation
          using the intrinsic-value method of accounting prescribed by
          Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK
          ISSUED TO EMPLOYEES (APB 25). The Company has elected to continue to
          apply the provisions of APB 25 and provide pro forma footnote
          disclosures required by SFAS 123.

     (m)  CONCENTRATION OF CREDIT RISK

          In the normal course of business, the Company provides unsecured
          credit terms to its customers. Accordingly, the Company performs
          ongoing credit evaluations of its customers and maintains allowances
          for possible losses which, when realized, have been within the range
          of management's expectations. No one customer accounted for more than
          ten percent of total revenues.

     (n)  USE OF ESTIMATES

          Management of the Company has made a number of estimates and
          assumptions relating to the reporting of assets, liabilities,
          revenues, and expenses and the disclosure of contingent assets and
          liabilities to prepare these consolidated financial statements in
          conformity with generally accepted accounting principles. Actual
          results could differ from those estimates.

     (o)  RECLASSIFICATIONS

          Certain items in the 1998 consolidated financial statements have been
          reclassified to conform with the 1999 presentation.

     (p)  FINANCIAL INSTRUMENTS

          The carrying value of accounts receivable, notes receivable, accounts
          payable, accrued expenses, and debt approximate their estimated fair
          value.

     (q)  ADVERTISING

          Advertising costs are expensed as incurred. Advertising cost amounted
          to $1,592,914 and $537,780 in 1999 and 1998, respectively.


                                     F-10

<PAGE>

     (r)  COMPREHENSIVE LOSS

          On March 31, 1999, the Company adopted SFAS No. 130, REPORTING
          COMPREHENSIVE INCOME. SFAS No. 130 establishes standards for reporting
          and presentation of comprehensive income and its components in a full
          set of financial statements. Comprehensive income (loss) consists of
          net income (loss) and effect of change in foreign currency
          translation, which is presented in the consolidated statements of
          stockholder's equity and comprehensive loss. The statement requires
          only additional disclosures in the consolidated financial statements;
          it does not affect the Company's financial position or results of
          operations. Prior year consolidated financial statements have been
          reclassified to conform to the requirements of SFAS No. 130.

(2)  OTHER INCOME, NET

<TABLE>
<CAPTION>

                                                                   1999          1998
                                                                ----------    ---------
          <S>                                                   <C>           <C>
          Interest income                                       $  111,601      358,466
          Interest expense                                        (101,871)    (236,518)
          Loss on disposal of businesses (note 3)                 (337,402)           -
          Gain loss on sale of intangible assets (note 3)          875,000    3,214,107
          Gain (loss) on sale of property and equipment            112,496      (53,852)
          Settlement with vendor                                   141,000            -
          Other                                                    314,055            -
                                                                ----------    ---------
          Other income, net                                     $1,114,879    3,282,203
                                                                ----------    ---------
                                                                ----------    ---------

</TABLE>

(3)  BUSINESS ACQUISITIONS AND ASSET DISPOSITIONS

     Effective July 1, 1996, the Company entered into an Exclusive License and
     Technical Assistance Agreement (the ASI License Agreement) with Australian
     Software Innovations Services Pty. Ltd. (ASI), a reseller and developer of
     computer software. ASI is a limited company organized under the laws of the
     Commonwealth of Australia. Under the terms of the ASI License Agreement,
     the Company acquired an exclusive license (the License) in North and South
     America during a five-year term to use, market, modify, manufacture,
     assemble, test, and modify ASI's SYSMON software program. In consideration
     of the grant of the License, the Company paid to ASI a nonrefundable
     license fee in the amount of $550,000 and agreed to pay royalties to ASI
     during the term of the ASI License Agreement.

     On September 10, 1996, the Company entered into an option agreement (ASI
     Option) with ASI. Under the terms of the ASI Option, ASI granted the
     Company a one year option to acquire all or any portion of the tangible and
     intangible assets of ASI. As consideration for the ASI Option, the Company
     paid ASI $130,000.


                                     F-11

<PAGE>

     On July 9, 1997, the Company exercised its option under the ASI Option
     Agreement. The Company paid a total of $2,329,093 including the $130,000
     paid for the ASI Option. Upon exercise of the ASI option, the Company
     acquired certain tangible and intangible assets, including ASI's
     intellectual properties, and assumed certain liabilities. The following
     summarizes assets acquired and liabilities assumed with the ASI
     acquisition:

<TABLE>

         <S>                                                    <C>
         Accounts receivable                                    $  302,251
         Inventory                                                   4,214
         Net property and equipment                                206,609
         Intangible assets                                       2,617,214
                                                                ----------
                                                                 3,130,288
         Less liabilities assumed                                 (931,195)
                                                                ----------
         Cash paid for ASI (exclusive of the $130,000 option)   $2,199,093
                                                                ----------
                                                                ----------

</TABLE>

     On July 10, 1997, the Company entered into an asset purchase and services
     agreement (Purchase Agreement) with BMC Software, Inc. (BMC) pursuant to
     which the Company sold substantially all of the intangible assets and
     license rights it had acquired from ASI for $7,000,000. Of the $7,000,000
     purchase price, $1,400,000 was placed in escrow pending the Company's
     fulfillment of certain representations and warranties. The escrowed amounts
     receivable are included as other assets at March 31, 1998 in the
     accompanying consolidated balance sheet. A portion of the gain was recorded
     as deferred revenue at the time of the sale and was recognized as the
     representations and warranties were completed. As of March 31, 1998,
     $875,000 was recorded as deferred revenue in the accompanying consolidated
     balance sheet and was recognized as other income in fiscal 1999.

     Effective July 1, 1997, the Company entered into an agreement with CDG
     Technologies, Inc. (CDG), a reseller of computer software and a technical
     services provider. The Company exchanged 60,000 shares of voting common
     stock for all of the outstanding common stock of CDG. The purchase was
     accounted for under the pooling method of accounting. The summary of assets
     acquired and liabilities assumed is as follows:

<TABLE>

         <S>                                                    <C>
         Account receivable                                     $ 130,483
         Property and equipment                                    22,351
         Other assets                                               8,241
         Less liabilities assumed                                (161,075)
         Accumulated deficit of CDG                                16,200
                                                                ---------
         Value of common stock issued                           $  16,200
                                                                ---------
                                                                ---------

</TABLE>


                                     F-12

<PAGE>

     The Company also acquired three additional companies during fiscal year
     1998: P.C. Business Solutions, Inc. (PCB), a reseller of computer software
     and a technical services provider located in Upland, California; Software
     Innovations Ltd. (SIL), a reseller of computer software and a technical
     services provider located in Hertz, England; and Astron Incorporated
     (Astron), a provider of education and training to the information
     technology industry located in Orem, Utah. All three of the acquisitions
     were made through the exchange of common stock and have been accounted for
     under the purchase method of accounting. Accordingly, the results of
     operations of these companies have been included in the Company's
     consolidated financial statements since date of acquisition.

     A summary of assets acquired, liabilities assumed, and consideration given
     for these acquisitions is as follows:

<TABLE>
<CAPTION>

                                                 PCB           SI         ASTRON
                                              ---------     --------     --------
         <S>                                  <C>           <C>          <C>
         Accounts receivable                  $  72,122      185,139       78,761
         Inventory                               89,206            -       12,000
         Property and equipment                  50,815       14,886      151,921
         Goodwill and other intangibles         718,858       74,044      655,838
         Other assets                               988            -       66,115
                                              ---------     --------     --------
                                                931,989      274,069      964,635
         Less liabilities assumed              (274,489)    (196,281)    (626,235)
                                              ---------     --------     --------
                                              $ 657,500       77,788      338,400
                                              ---------     --------     --------
                                              ---------     --------     --------
         Consideration

             Shares of common stock issued      250,000       31,750      144,000
                                              ---------     --------     --------
                                              ---------     --------     --------

</TABLE>

     The following unaudited pro forma summary presents consolidated results of
     operations of the Company for the year ended March 31, 1998 as if the
     entities acquired under the purchase method had been acquired as of the
     beginning of 1998:

<TABLE>

         <S>                                  <C>
         Total revenues                       $25,418,781
         Net loss                             $  (741,513)
         Loss per share                       $      (.15)

</TABLE>

     The pro forma results are not necessarily indicative of what actually would
     have occurred if the acquisition had been in effect for all of 1998. In
     addition, they are not intended to be a projection of future results and do
     not reflect any synergies that might be achieved from combined operations.


                                     F-13

<PAGE>

     In August 1998, the Company acquired all marketing rights to certain
     classroom based IT training courses from Educational Systems, Inc. (ESI)
     for $100,000 cash and between $500,000 and $1,400,000 in future royalties
     to be paid out over a 33-month period. The purchase agreement also provides
     for additional payments over the 33-month period contingent on future sales
     of certain classroom based IT training courses. The intellectual property
     and marketing rights were being amortized on a straight-line basis over 33
     months (note 13). The acquisition has been accounted for by the purchase
     method and, accordingly, the results of operations of ESI have been
     included in the Company's consolidated financial statements from August
     1998. Effective April 1, 1999, the Company began withholding royalty
     payments, based upon the Company's working capital position and
     disagreements with the principals of ESI regarding certain representations
     and obligations contained in the acquisition agreement.

     Assuming the acquisition of ESI had occurred at April 1, 1997, the
     Company's results of operations would not have been materially different
     for either 1999 or 1998, than currently presented in the accompanying
     consolidated statements of operations.

     In October 1998, the Company acquired equipment and intellectual property
     from Functional Software Pty., Ltd. (Functional) for $450,000 in cash and
     129,656 restricted shares of the Company's common stock. Functional is
     located in Australia and is a software developer. The transaction was
     accounted for under the purchase method of accounting. Results of
     operations have been included in the Company's consolidated financial
     statements since the date of acquisition.

     The following is a summary of the acquisition:

<TABLE>

             <S>                                                           <C>
             Consideration:
                  Cash                                                     $492,440
                  Common stock                                              386,692
                  Acquisition costs incurred                                 98,878
                                                                           --------
                        Total consideration                                 978,010

             Assets acquired and liabilities assumed:
                  Equipment                                                  76,800
                  Intellectual property                                     571,421
                  Accrued liabilities                                       (50,000)
                                                                           --------
                        Total assets acquired and liabilities assumed       598,221
                        Purchase price in excess of fair value              379,789
             In-process research and development costs                      (92,095)
                                                                           --------
                        Goodwill                                           $287,694
                                                                           --------

</TABLE>


                                     F-14

<PAGE>

     During the year ended March 31, 1999, the Company sold the following
     businesses:

          West coast sales office (originally acquired as part of the PC
          Business Solutions acquisition) East coast sales office (originally
          acquired as part of the GDG acquisition) Sento Limited (located in
          England and originally acquired as Software Innovations Ltd.) Dewpoint
          Distributed Solutions (Dewpoint) (located in Orem, Utah) VMS software
          sales and support operations (Based in American Fork, Utah)

     In addition, the Company sold equipment and intellectual property of
     Functional.

         The dispositions were accounted for as follows:

<TABLE>

             <S>                                                           <C>
             Assets sold:
                  Cash                                                     $  161,184
                  Accounts receivable                                         146,090
                  Inventory                                                    91,282
                  Property and equipment, net                                 283,918
                  Other assets                                                  5,467
                  Intangible assets, net                                    1,020,957
                  Accumulated foreign currency translation                      1,535
                  Minority interest                                            68,201
                                                                           ----------
                                                                            1,778,634

             Less liabilities assumed:
                  Long-term debt                                              (40,325)
                  Accounts payable                                           (373,693)
                  Accrued liabilities                                         (62,639)
                  Deferred revenue                                           (537,012)
                                                                           ----------
                        Net assets sold                                       764,965

             Consideration received:
                  Treasury stock                                             (212,563)
                  Accounts receivable                                         (40,000)
                  Notes receivable, net of reserves                          (175,000)
                                                                           ----------
                        Loss on disposition of businesses                  $  377,402
                                                                           ----------
                                                                           ----------

</TABLE>

(4)  NOTES RECEIVABLE

     At March 31, 1999, the Company had a note receivable, net of reserves, of
     $175,000. This note receivable was from the disposition of the west coast
     sales office. The note is noninterest bearing and is due June 1, 2004.


                                     F-15

<PAGE>

     At March 31, 1998, the Company had notes receivable. The first note was due
     from an employee and had a balance of $28,000, which was paid during fiscal
     1999. The second note receivable had a balance of $110,000, was due from an
     officer and director of the Company and was taken as compensation by the
     officer in fiscal 1999.

(5)  PROPERTY AND EQUIPMENT

     Property and equipment consist of the following as of March 31:

<TABLE>
<CAPTION>

                                                        1999             1998
                                                     ----------       ---------
             <S>                                     <C>              <C>
             Land                                    $        -          36,021
             Building and improvements                        -         254,327
             Leasehold improvements                     181,773          94,010
             Furniture, fixtures, and equipment       3,686,951       1,413,438
                                                     ----------       ---------
                                                      3,868,724       1,797,796
             Less accumulated depreciation             (960,827)       (522,894)
                                                     ----------       ---------
                                                     $2,907,897       1,274,902
                                                     ----------       ---------
                                                     ----------       ---------

</TABLE>

(6)  NOTE PAYABLE TO BANK AND LONG-TERM DEBT

     On June 8, 1999, the Company renegotiated the terms of its line-of-credit
     agreement with a bank. The Company can draw up to $2,000,000 under the
     agreement, subject to eligible receivable balances. The outstanding balance
     accrues interest at prime plus two percent and is subject to certain
     restrictive covenants. The Company also issued warrants to purchase 60,000
     shares of common stock at $1.60 per share to the bank in connection with
     the line of credit. The stock purchase warrant is currently exercisable at
     $1.60 and expires March 2, 2004. As of March 31, 1999, the Company has
     $1,000,000 outstanding against the credit line.

     Long-term debt at March 31, 1999 and 1998, consisted of the following:

<TABLE>
<CAPTION>

                                                                                   1999             1998
                                                                                ----------       ---------
             <S>                                                                <C>              <C>
             10% note payable in monthly installments of $4,871, including
                interest, due August 2000, secured by equipment                  $ 87,569         146,218

             8% note payable in monthly installments of $5,890, including
                interest, due May 2000, secured by equipment                       91,572               -

             9% note payable in monthly installments of $1,196, including
                interest, due January 2002, secured by equipment                        -          59,546

             9% - 12% notes payable in monthly installments totaling $4,368,
                including interest, secured by equipment                          115,792          80,912

</TABLE>


                                     F-16

<PAGE>

<TABLE>
<CAPTION>

                                                                                   1999             1998
                                                                                ----------       ---------
             <S>                                                                <C>              <C>
             8.25% first mortgage payable in monthly installments of $1,173,
                including interest, with final payment of $107,417 due July 15,
                1999, secured by the Company's land and building                 $      -         113,634

             8.70% SBA loan payable in monthly installments of $1,078,
                including interest, due February 2011, secured by the
                Company's land and building                                             -          94,423
                                                                                ----------       ---------
                          Total long-term debt                                    294,933         494,733
             Less current portion                                                 191,741         131,774
                                                                                ----------       ---------
                          Long-term debt, excluding current portion              $103,192         362,959
                                                                                ----------       ---------
                                                                                ----------       ---------

</TABLE>

     Aggregate maturities of long-term debt are as follows: 2000, $191,741;
     2001, $82,885; and 2002, $20,307. The Company's debt covenants require,
     among other things, the maintenance of a minimum net worth, debt to net
     worth ratio and income. The Company did not comply with these financial
     covenants at March 31, 1999. The Company received waivers and amendments
     with respect to these covenants from all pertinent parties for March 31,
     1999.

(7)  CONVERTIBLE BONDS

     In July 1997, the Company sold to Canadian Imperial Holdings, Inc.
     (Canadian Imperial) $1,000,000 of six percent Series A Convertible Bonds
     with attached warrants to purchase 42,500 shares of common stock from $4.00
     to $5.50 per share. The bonds are convertible into shares of Sento common
     stock beginning October 6, 1997, at a conversion price equal to the lesser
     of 85 percent of the average closing bid price of the Sento common stock
     for the five trading days preceding Canadian Imperial's notice of
     conversion or $5.22. In the event the bonds have not been converted
     previously, the aggregate principal amount of the bonds, together with
     accrued interest, will be converted into shares of Sento common stock on
     July 7, 1999. The bonds are redeemable by Sento, at its discretion, at any
     time after September 5, 1997, at a price equal to 115 percent of the unpaid
     principal amount of the bonds to be redeemed, plus accrued interest. The
     warrants are exercisable until May 31, 1999. Sento has also granted to
     Canadian Imperial certain rights to register shares of Sento common stock
     issuable upon the conversion of the bonds. Of the total proceeds, $55,465
     was allocated to the value of the warrants and is recorded as an addition
     to paid-in capital.

     The conversion price of the bonds is considered a beneficial conversion
     feature which increases the effective interest rate of the bond and is
     reflected as a charge to interest expense. The interest expense is
     recognized from the date the bond is issued to the date it first becomes
     convertible. The interest expense related to the beneficial conversion
     feature is $150,000. Because the amount was not previously recognized, the
     1998 consolidated financial statements have been restated to show the
     $150,000 as a contribution of capital and increased interest expense. This
     restatement caused earnings per share of $0.01, as previously reported, to
     decrease to a net loss per share of $0.02.


                                     F-17

<PAGE>

     During the year ended March 31, 1999, $500,000 of principal ($472,267, book
     value), and $48,000 of accrued interest, were converted to common shares.

(8)  INCOME TAXES

       Income tax (expense) benefit consists of:

<TABLE>
<CAPTION>

                                             CURRENT       DEFERRED      TOTAL
                                            ---------      --------    --------
             <S>                            <C>            <C>         <C>
             Year ended March 31, 1999:
                  Federal                   $(399,469)     (48,736)    (448,205)
                  State                       (50,000)      (4,263)     (54,263)
                                            ---------      --------    --------
                                            $(449,469)     (52,999)    (502,468)
                                            ---------      --------    --------
                                            ---------      --------    --------

             Year ended March 31, 1998:
                  Federal                   $ 316,720      (99,539)     217,181
                  State                       118,786      (33,877)      84,909
                                            ---------      --------    --------
                                            $ 435,506     (133,416)     302,090
                                            ---------      --------    --------
                                            ---------      --------    --------

</TABLE>

     Actual income tax expense differs from the "expected" tax expense (computed
     by applying the U.S. federal corporate income tax rate of 34 percent to
     income before income taxes) as follows:

<TABLE>
<CAPTION>

                                                                        1999          1998
                                                                    -----------     -------
            <S>                                                     <C>             <C>
            Computed "expected" tax (benefit) expense               $(2,807,472)     73,122
            Increase (decrease) in income taxes resulting from:

                 State income taxes, net of federal tax benefit         (35,813)     56,040
                 Nonconsolidated losses (income)                        (90,520)     48,074
                 Nondeductible goodwill                                 315,502      26,143
                 Nondeductible interest                                  17,554      15,300
                 Nondeductible acquisition costs                              -       8,500
                 Change in valuation allowance                        2,106,307        (730)
                 Other                                                   (8,026)     75,641
                                                                    -----------     -------
                       Income tax (benefit) expense                 $  (502,468)    302,090
                                                                    -----------     -------
                                                                    -----------     -------

</TABLE>


                                     F-18

<PAGE>

     The tax effects of temporary differences that give rise to current deferred
     tax assets and noncurrent deferred tax liabilities at March 31, 1999 and
     1998, are presented below:

<TABLE>
<CAPTION>

                                                                        1999          1998
                                                                    -----------     -------
            <S>                                                     <C>             <C>
            Deferred tax assets:
                 Accrued liabilities                                $   179,848      69,341
                 Deferred compensation                                   88,148           -
                 Allowance for doubtful accounts                         77,837     149,199
                 Intangible assets                                      212,890           -
                 Net operating loss carryforward                      1,776,402           -
                 Other                                                   94,013      19,451
                                                                    -----------     -------
                       Total                                          2,429,138     237,991
            Valuation allowance                                      (2,332,082)    (19,451)
                                                                    -----------     -------
                       Net assets                                   $    97,056     218,540
                                                                    -----------     -------

            Deferred tax liabilities:
                 Property and equipment                             $    97,056      13,558
                 Intangible assets                                            -     257,981
                                                                    -----------     -------
                       Total liabilities                            $    97,056     271,539
                                                                    -----------     -------
                                                                    -----------     -------

</TABLE>

     The valuation allowance for deferred tax assets as of March 31, 1997 was
     $20,181. The net change in the total valuation allowance for the periods
     ended March 31, 1999 and 1998, was an increase of $2,312,631 and a decrease
     of $730, respectively.

     Subsequently recognized tax benefits relating to the valuation allowance
     for deferred tax assets as of March 31, 1999, will be allocated as an
     income tax benefit to be reported in the consolidated statement of
     operations.

     At March 31, 1999, the Company has net operating loss carryforwards for
     federal income tax purposes of $4,762,473 which expire in 2019.

(9)  LEASES

     The Company has operating leases for office space and equipment. The
     Company incurred rent expense of $659,176 and $241,245 for the years ended
     March 31, 1999 and 1998, respectively. Future minimum rent payments under
     existing operating leases are $687,320 in fiscal 2000, $684,638 in fiscal
     2001, $661,882 in fiscal 2002, $623,449 in fiscal 2003, and $1,116,942
     thereafter.


                                     F-19

<PAGE>

(10) RETIREMENT PLAN

     The Company has a qualified defined contribution retirement plan under
     Section 401(k) of the Internal Revenue Code. The plan covers all employees
     who meet minimum age and service requirements, and allows participants to
     defer a portion of their annual compensation on a pretax basis. In
     addition, employer contributions are made at the discretion of the Board of
     Directors. Participants are fully vested at all times in employee
     contributions. Employer contributions vest over a six-year period. Employer
     contributions of $29,856 and $19,058 were made for the periods ended March
     31, 1999 and 1998, respectively.

(11) COMMON STOCK

     STOCK OPTIONS

     The Company has adopted a stock option plan (the Plan) pursuant to which
     the Company's Board of Directors may grant stock options to officers and
     key employees. The Plan authorizes grants of options to purchase up to
     2,500,000 shares of authorized but unissued common stock. Stock options are
     granted with an exercise price not less than the stock's fair market value
     at the date of grant. All stock options have ten-year terms. The number of
     shares granted, vesting period, and price per share is determined by the
     Board of Directors. Stock options vest over three or four years. At March
     31, 1999, there were 1,155,982 additional shares available for grant under
     the Plan.

     In addition to options granted under the Plan, the Company also granted
     900,000 options in connection with the hiring of a new CEO in 1998, the
     900,000 options are included in the tables below. 500,000 of these options
     were issued at prices below fair market value and a total of $240,000 in
     compensation expense related to these options was to be recognized ratably
     over one to four years. For the years ended March 31, 1999 and 1998, total
     compensation expense for these options was $48,000 and $41,425,
     respectively. In April of 1999, these options were cancelled.

     In fiscal 1999, the Company granted an additional 625,000 options outside
     of the Plan to key members of management and employees, all of which were
     issued at or above fair market value and included in the tables below. In
     April 1999, 215,000 of the options issued outside of the Plan in 1999 were
     cancelled and 750,000 new options under the Plan were issued at fair value
     market value.


                                     F-20

<PAGE>

     Stock option activity, relating to qualified and nonqualified options
     during the periods indicated is as follows:

<TABLE>
<CAPTION>

                                                                    PERIODS ENDED MARCH 31,
                                                       --------------------------------------------------
                                                                1999                       1998
                                                       -----------------------    -----------------------
                                                                     WEIGHTED-                  WEIGHTED-
                                                                      AVERAGE                    AVERAGE
                                                        NUMBER       EXERCISE       NUMBER      EXERCISE
                                                       OF SHARES       PRICE      OF SHARES       PRICE
                                                       ---------     --------     ---------     --------
             <S>                                       <C>           <C>          <C>           <C>
             Balance outstanding at
               beginning of year                       2,013,601       $3.78        883,185       $3.05
                 Granted                               1,012,250        3.33      1,417,000        4.35
                 Exercised                               (14,882)       1.24       (127,262)       1.24
                 Forfeited                              (284,097)       4.19       (159,322)       3.78
                                                       ---------                  ---------

             Balance outstanding at end of year        2,726,872        3.74      2,013,601        3.78

             Exercisable at end of year                  699,845       $3.29        134,311       $2.96
                                                       ---------                  ---------
                                                       ---------                  ---------

             Weighted-average fair value of options
               granted during the year                   $1.36                      $2.05

</TABLE>

     The following table summarizes information about stock options outstanding
     at March 31, 1999:

<TABLE>
<CAPTION>

                      NUMBER
                       OUT-        WEIGHTED-                    NUMBER
                     STANDING       AVERAGE      WEIGHTED-    EXERCISABLE    WEIGHTED-
                        AT         REMAINING      AVERAGE         AT          AVERAGE
         EXERCISE    MARCH 31,    CONTRACTUAL    EXERCISE      MARCH 31,     EXERCISE
          PRICE        1999          LIFE          PRICE         1999          PRICE
         --------    ---------    -----------    --------     -----------    --------
         <S>         <C>          <C>            <C>          <C>            <C>
          $1.24        124,122        6.8          $1.24         99,828        $1.24
           1.53        100,000       10.0           1.53        100,000         1.53
           2.50        144,250        9.8           2.48              -            -
           3.50         96,000        7.1           3.50         48,000         3.50
           3.87        743,000        8.0           3.74              -            -
           4.00        157,000        8.2           4.00         45,600         4.00
           4.50      1,362,500        8.0           4.38        406,417         4.30
                     ---------                                -----------
                     2,726,872        8.1           3.74        699,845         3.29
                     ---------                                -----------
                     ---------                                -----------

</TABLE>


                                     F-21

<PAGE>

     The fair value of each option grant is estimated on the date of grant using
     the Black Scholes option-pricing model with the following weighted-average
     assumptions: 1998 - expected dividend yield zero percent, risk-free
     interest rate of 5.34 percent, expected life of 5 years, and expected
     stock-price volatility of 45.14 percent; 1999 - expected dividend yield
     zero percent, risk-free interest rate of 5.35 percent, expected stock-price
     volatility of 54.92 percent, and expected life of 5 years.

     The Company applies APB 25 in accounting for both its Plan and nonqualified
     options. Had the Company determined compensation cost based on the fair
     value at the grant date for its stock options under SFAS 123, the Company's
     net loss would have been increased to the pro forma amounts indicated
     below:

<TABLE>
<CAPTION>

                                                                           1999            1998
                                                                       -----------       --------
            <S>                                     <C>                <C>               <C>
            Net loss                                As reported        $(7,754,803)       (87,025)
                                                    Pro forma           (8,896,628)      (656,344)
            Basic and diluted loss per share        As reported              (1.31)         (0.02)
                                                    Pro forma                (1.51)         (0.13)

</TABLE>

     The full impact of calculating compensation cost for stock options under
     SFAS 123 may not be representative of the effects on reported net income
     for future years.

     STOCK WARRANTS

     Outstanding warrants to purchase shares of the Company's common stock are
     as follows:

<TABLE>
<CAPTION>

            NUMBER OF             EXERCISE                     EXPIRATION
             WARRANTS              PRICE                          DATE
            ---------            -----------            -------------------------
            <S>                  <C>                    <C>
             320,000               $5.50                        July 1999
              42,500             4.00 - 5.50                    May 1999
              50,000                4.75                     September 1999
              57,500             4.13 -4.25             February through May 2001
              20,000                1.56                       March 2004
            ---------
             490,000
            ---------
            ---------

</TABLE>


                                     F-22

<PAGE>

     PRIVATE PLACEMENT

     In August of 1997, the Company completed a private offering of unregistered
     shares of its common stock to certain accredited investors. The shares were
     sold in units at $12.50 per unit, with each unit consisting of three shares
     of common stock plus a warrant to purchase one share of common stock for
     $5.50 before July 1999. In the offering, the Company sold 240,000 units
     consisting of 720,000 shares of common stock and warrants to purchase
     240,000 shares of common stock from which $2,937,380 in net cash proceeds
     were received. Also the placement agent received warrants to purchase
     80,000 shares of common stock at $5.50 per share which expire in July 1999.

     EMPLOYEE STOCK PURCHASE PLAN

     The Company has adopted a stock purchase plan under which 200,000 shares of
     common stock are reserved for future issuance to employees of the Company.
     The purpose of the stock purchase plan is to provide a method whereby
     certain employees of the Company may acquire a proprietary interest in the
     Company through the purchase of shares of common stock. The stock purchase
     plan is intended to qualify as an "employee stock purchase plan" under
     Section 423 of the Internal Revenue Code. As of March 31, 1999, the Company
     had sold 36,133 shares to employees of the Company.

(12) RESTRUCTURING CHARGES

     In an effort to improve productivity, the Company implemented a
     restructuring plan that included the closing of the Company's network
     consulting operations in Southern California. The Company recorded
     restructuring charges of $229,829 in December 1998 as a result of closing
     the above mentioned operations. Restructuring charges include severance
     costs of terminated employees, future minimum rent obligations for the
     vacated facilities and the write-off of the unamortized balance of
     intangible assets of $202,179.

(13) ASSET IMPAIRMENT

     The Company recorded impairment of assets totaling $454,546 in December 31,
     1998 and $426,296 as of March 31, 1999. The impairment represents the
     write-down of unamortized marketing rights, goodwill, and noncompete
     agreements purchased with its acquisition of Astron, Inc., and its
     exclusive marketing, representative, Educational Systems, Inc. The write
     down was based on incurred losses and projected negative cash flow from
     operations relating to classroom based training. During the first nine
     months of fiscal 1999 the Company spent substantial amounts on selling and
     marketing expenses in an effort to increase training revenues, however,
     such expenditures resulted in no significant increase in revenues and a
     substantial loss in the training division. During the fourth quarter of
     fiscal 1999, the Company significantly changed its strategic focus from
     providing classroom training to providing custom corporate IT training,
     video, and training in several vertical niche markets.


                                     F-23

<PAGE>

(14) SEGMENT REPORTING

     The Company has adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
     ENTERPRISE AND RELATED INFORMATION. The Company's three reportable business
     segments have separate management teams. The segments include Technical
     Services, Training Services, Product Sales and Consulting (VAR Business).

     TECHNICAL SERVICES: This segment offers a range of IT outsourcing services
     consisting of "call center," "help desk," and technical support services.

     TRAINING SERVICES: This segment provides seminar training workshops,
     customized corporate training programs and multi-media presentations, all
     of which are designated to teach and reinforce skills required to make IT
     systems work effectively.

     VAR BUSINESS (PRODUCT SALES AND CONSULTING): This segment sells computer
     hardware and software as well as offering customized IT consulting services
     in the areas of network, systems and financial information.

     The "Other" column includes corporate related items and results of
     insignificant operations.

<TABLE>
<CAPTION>

                                          TECHNICAL        TRAINING           VAR
                                          SERVICES         SERVICES         BUSINESS           OTHER           TOTAL
                                         -----------       ---------       ----------       ----------      ----------
        <S>                              <C>               <C>             <C>              <C>             <C>
                   1999
        Revenues                         $ 3,019,217       3,430,728       14,775,285                -      21,225,230
        Cost of sales                      3,157,336       2,124,519       10,105,160                -      15,387,015
        Depreciation                         295,202          48,769          145,678          133,859         623,508
        Amortization of intangible
          assets                                   -         317,612          318,741          155,103         791,456
        Restructuring charges                      -               -          229,829                -         229,829
        Impairment of long-lived
          assets                                   -         880,842                -                -         880,842
        Write-off of in-process
          research and development
                                                   -               -           92,095                -          92,095
        Segment operating loss
                                          (1,507,290)     (4,517,333)      (1,827,883)      (1,519,644)     (9,372,150)
        Total assets                       3,457,168         502,246        2,161,143        1,180,614       7,301,171

</TABLE>


                                     F-24

<PAGE>

<TABLE>
<CAPTION>

                                          TECHNICAL        TRAINING           VAR
                                          SERVICES         SERVICES         BUSINESS           OTHER           TOTAL
                                         -----------       ---------       ----------       ----------      ----------
        <S>                              <C>               <C>             <C>              <C>             <C>
                   1998
        Revenues                         $         -        715,787        19,924,058                -      20,639,845
        Cost of sales                              -        241,755        13,985,316                -      14,227,071
        Depreciation                               -         11,950           332,934           40,408         385,292
        Amortization of intangible
          assets                                   -         57,385           136,599           21,000         214,984
        Segment operating loss
                                                   -       (297,808)       (1,416,585)      (1,352,745)     (3,067,138)
        Total assets                               -        713,441         7,569,272        7,577,939      15,860,652

</TABLE>

       Significant foreign sales in 1999 are as follows:

<TABLE>
<CAPTION>

                                        1998               1999
                                     ----------          ---------
        <S>                          <C>                 <C>
        United Kingdom               $  402,511            984,782
        Australia                       780,277          1,613,034
                                     ----------          ---------
                                     $1,182,788          2,597,816
                                     ----------          ---------
                                     ----------          ---------

</TABLE>

(15) RELATED PARTY TRANSACTIONS

     During fiscal 1999, the Company sold land and a building to a former
     employee who was also a director of the Company at the time of the sale.
     The property was sold for $192,722 in cash and 58,000 shares of the
     Company's common stock. The net gain recognized on the sale was $124,578.

(16) LIQUIDITY AND SUBSEQUENT EVENT

     During the year ended March 31, 1999, the Company incurred a net loss of
     $7,754,803 and used cash in operating activities of $3,362,744. Management
     has implemented plans to raise debt and equity capital sufficient for
     continued operations. In the opinion of management, the continued
     implementation of these plans will permit the Company to meet its operating
     requirements, at least through the next fiscal year; however, the Company
     is subject to many uncertainties over which management has limited control,
     any one of which could adversely affect the Company's operating cash flows
     and thus create cash flow problems for the Company.

     On June 9, 1999 the Company completed the initial closing of a private
     placement of common stock and warrants resulting in total consideration
     received to that date of approximately $1,600,000. The offering period of
     the private placement will continue through July 2, 1999, during which time
     Sento will seek to raise an additional amount which will bring the private
     placement to its maximum amount of $1,920,000. This maximum amount of the
     private placement is in the form of 600,000 units consisting of two shares
     of common stock and a warrant to purchase one share of common stock. The
     units were and are being sold at a price of $3.20 per unit. The stock
     purchase warrants are exercisable for a three year period at $2.50 per
     share.


                                     F-25

<PAGE>

(17) PROSPECTIVE ACCOUNTING PRONOUNCEMENTS ACCOUNTING FOR THE COSTS OF COMPUTER
     SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE

     In March 1998, the Accounting Standards Executive Committee (AcSEC) issued
     Statement of Position (SOP) 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER
     SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE. SOP 98-1 identifies the
     characteristics of internal-use software and provides examples to assist in
     determining when computer software is for internal use. SOP 98-1 is
     effective for financial statements for fiscal years beginning after
     December 15, 1998. Management does not expect that adoption of SOP 98-1
     will have a material impact on the Company's consolidated financial
     position, results of operations, or liquidity.

(18) COMMITMENTS AND CONTINGENCIES

     The Company is involved with potential claims which have arisen in the
     normal course of business. While the ultimate results of these matters
     cannot be predicted with certainty, management does not expect them to have
     a material adverse effect on the financial position or results of
     operations of the Company.


                                     F-26