As filed
  with the Securities and Exchange Commission on April 2, 2007Registration No. 333-140852 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549
 AMENDMENT
NO. 1 TOFORM S-1Registration Statement Under The Securities Act of 1933 STEN
CORPORATION(Exact name of registrant as specified in its charter) Minnesota(State or other jurisdiction of incorporation or
organization) 6141(Primary Standard Industrial Classification Code
Number) 41-1391803(I.R.S. Employer Identification No.) 10275
Wayzata Blvd., Suite 310
Minnetonka, Minnesota 55305
(952) 545-2776(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices) Kenneth W. Brimmer, President and Chief Executive Officer
  Mark F. Buckrey, Chief Financial Officer and Treasurer
  STEN Corporation
  10275 Wayzata Blvd., Suite 310
  Minnetonka, Minnesota 55305
  (952) 545-2776(Name, address, including zip code, and telephone
  number
  including area code, of agent for service)  COPIES OF ALL COMMUNICATIONS TO:April Hamlin, Esq.
  Lindquist & Vennum P.L.L.P.
  4200 IDS Center
  80 South 8th Street
  Minneapolis, Minnesota 55402
  Telephone: (612) 371-3211

Michael J. Kolar, Esq.
  Patrice H. Kloss, Esq.
  Oppenheimer Wolff & Donnelly LLP
  Plaza VII, Suite 3300
  45 South 7th Street
  Minneapolis, Minnesota 55402
  Telephone: (612) 607-7000 Approximate
date of commencement of proposed sale to public: As soon as practicable after
this Registration Statement becomes effective. If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. x If
this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering. o If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o   CALCULATION
OF REGISTRATION FEE

Title of Each Class of
  Securities to be Registered


Amount to be
  Registered


Proposed
  Maximum
  Offering Price
  Per Unit


Proposed
  Maximum
  Aggregate
  Offering Price


Amount of
  Registration
  FeeRenewable
  Unsecured Subordinated Notes


$ 25,000,000


(1)


$ 25,000,000


$ 767.50 (2)(1)
The
  Renewable Unsecured Subordinated Notes will be issued in denominations
  selected by the Purchasers in any amount equal to or exceeding $1,000 in
  increments of $1.00.(2)
Previously
  paid.The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment that specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.


The information in this
prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.

Subject To
Completion, Dated April 2, 2007

PROSPECTUS
 (STEN LOGO)
STEN CORPORATION

$
875,000

Three Month
  Renewable Unsecured Subordinated Notes$
2,500,000

Six Month
  Renewable Unsecured Subordinated Notes$
7,500,000

One Year
  Renewable Unsecured Subordinated Notes$
7,500,000

Two Year
  Renewable Unsecured Subordinated Notes$
5,000,000

Three Year
  Renewable Unsecured Subordinated Notes$
250,000

Four Year
  Renewable Unsecured Subordinated Notes$
1,250,000

Five Year
  Renewable Unsecured Subordinated Notes$
125,000

Ten Year
  Renewable Unsecured Subordinated NotesWe
are offering an aggregate principal amount of up to $25 million of our
renewable unsecured subordinated notes.
Notes with certain terms may not always be available.  We intend to commence the offering promptly.  The offering will be made on a
continuous
basis, and is expected to continue for a period in excess of 30 days.  We will establish interest rates on the
securities offered in this prospectus in prospectus supplements.  Once you purchase a note, changes in
interest rates will not affect the interest rate of your note up to its
maturity.  The notes are unsecured obligations
and your right to payment is subordinated in right of payment to all of our
existing or future senior, secured, unsecured and subordinate indebtedness and
other of our financial obligations.
Upon maturity, the notes will be automatically renewed for the same term
as your maturing note at an interest rate that we are offering at that time to
other investors with similar aggregate note portfolios for notes of the same
term, unless we or you elect not to have them renewed.  If notes of the same term are not then being
offered, the interest rate upon renewal will be the rate specified by us on or
before maturity, or the rate of the existing note if no such rate is
specified.  The interest rate on your
renewed note may be different than the interest rate on your original note.

After
giving you thirty days advance written notice, we may redeem all or a portion
of the notes for their original principal amount plus accrued but unpaid
interest.  You or your representative
also may request us to repurchase your notes prior to maturity; however, unless
the request is due to your death or total permanent disability, we may, in our
sole discretion, decline to repurchase your notes, and will, if we do elect to
repurchase your notes, charge you a penalty of up to three months of interest
on notes with three month maturities and up to six months of interest on all
other notes.  Our obligation to
repurchase notes prior to maturity for any reason in a single calendar quarter
is limited to the greater of $1 million or 2% of the aggregate principal amount
of all notes outstanding at the end of the previous quarter.

The
notes will be marketed and sold through Sumner Harrington Ltd., which is acting
as our selling agent for the notes.  The
notes will not be listed on any securities exchange or quoted on Nasdaq or any
over-the-counter market. Sumner Harrington Ltd. does not intend to make a
market in the notes and we do not anticipate that a market in the notes will
develop. There will be significant restrictions on your ability to transfer or
resell the notes. Sumner Harrington Ltd. also will act as our servicing agent
in connection with our ongoing administrative responsibilities for the notes.
We have not requested a rating for the notes; however, third parties may
independently rate them.

1

The
notes are not certificates of deposit or similar obligations of, and are not
guaranteed or insured by, any depository institution, the Federal Deposit
Insurance Corporation, the Securities Investor Protection Corporation or any
other governmental or private fund or entity.

This
prospectus may be used to offer and sell securities only if accompanied by the
prospectus supplement that describes the interest rate and maturity for those
securities.

An
investment in the securities described in this prospectus involves risks.
Please see Risk Factors beginning on page 9.

Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

Per Note

TotalPublic
  Offering Price


100
%

100
%Selling
  Agent Commissions


3
%

3
%Proceeds to
  STEN Corporation, before expenses


97
%

97
%The
selling agent will not receive the entire 3% gross commission on notes with
terms of less than two years unless the notes are successively renewed for a
total term of two years or more. See Plan of Distribution for a description
of additional compensation payable to the selling agent and its affiliates in
connection with services rendered in offering and selling the notes, serving as
servicing agents and providing and managing the advertising and marketing
functions related to the sale of the notes. There will be no underwriting
discount.

Sumner
Harrington Ltd. is not required to sell any specific number or dollar amount of
notes but will use its best efforts to sell the notes offered.

We
will issue the notes in book-entry or uncertificated form. Subject to certain
limited exceptions, you will not receive a certificated security or a
negotiable instrument that evidences your notes. Sumner Harrington Ltd. will
deliver written confirmations to purchasers of the notes. Wells Fargo Bank,
National Association will act as trustee for the notes.

This prospectus is dated __________________________.

2

TABLE
OF CONTENTS

Prospectus

PageABOUT THIS PROSPECTUS
3NOTICES TO CERTAIN INVESTORS
3PROSPECTUS SUMMARY
4STEN CORPORATION
4THE OFFERING
5RISK FACTORS
9RISK
  FACTORS RELATING TO OUR BUSINESS
9RISKS RELATED TO
  OUR CONSOLIDATED BUSINESSES
9RISKS RELATED TO
  OUR AUTO FINANCE BUSINESS
11RISKS RELATING TO
  OUR BURGER TIME BUSINESS
15RISKS RELATING TO
  OUR CONTRACT MANUFACTURING BUSINESS
17RISKS RELATING TO
  OUR PAYDAY LENDING BUSINESS
17RISKS RELATED TO THE BUY HERE/PAY HERE
  USED AUTOMOTIVE
  RETAIL AND FINANCE INDUSTRY
19RISK
  FACTORS RELATING TO THE NOTES
20CAUTION REGARDING FORWARD-LOOKING
  STATEMENTS
27RATIO OF EARNINGS TO FIXED CHARGES
27USE OF PROCEEDS
28DESCRIPTION OF THE NOTES
28MATERIAL U.S. FEDERAL INCOME TAX
  CONSEQUENCES
41PLAN OF DISTRIBUTION
45LEGAL OPINIONS
47EXPERTS
47WHERE YOU CAN FIND MORE INFORMATION
47ABOUT THIS PROSPECTUS

This
prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a shelf registration process. Under
this shelf process, we may sell an aggregate of up to $25,000,000 of our
renewable unsecured subordinated notes. This prospectus provides you with a
general description of those securities. We will also provide you with a
prospectus supplement that will contain specific information about the interest
rates of the notes we are offering. The prospectus supplement may also add,
update or change information contained in this prospectus. You should read this
prospectus and the prospectus supplement together with the additional
information described under the heading Where You Can Find More Information.

The
registration statement that contains this prospectus (including the exhibits to
the registration statement) contains additional information about our company
and the securities offered under this prospectus. That registration statement
can be read at the SEC web site or at the SEC offices mentioned under the
heading Where You Can Find More Information.

NOTICES TO CERTAIN INVESTORS

California
Investors. Each purchaser of our securities in California
must meet one of the following suitability standards: (1) annual gross
income of at least $65,000 and net worth of at least $250,000 (exclusive of
home, home furnishings and automobiles) or (2) net worth of at least
$500,000 (exclusive of home, home furnishings and automobiles). This offering
was approved in California on the basis of a limited offering qualification
where offers/sales can only be made to investors who meet the foregoing
suitability standards. We did not have to demonstrate compliance with some or
all of the merit regulations of the Department of Corporations as found in
Title 10, California Code of Regulations, Rule 260.140 et seq.

3

PROSPECTUS SUMMARY

This
section is a summary of certain information selected from this prospectus,
including information incorporated by reference. This summary is an overview
and does not contain all of the information you should consider. Therefore, you
should also read the more detailed information set out in the prospectus
supplement, this prospectus, our financial statements and other information
incorporated by reference into this prospectus and the prospectus supplement,
including the discussion of risks relating to an investment in the notes we are
offering under Risk Factors beginning on page 9 and any discussion in the
prospectus supplement for the purposes of updating these risks. Except when we
are discussing repayment obligations under the notes, which are solely
obligations of STEN Corporation, the terms we, our, and us refer to STEN
Corporation and our consolidated subsidiaries.

STEN CORPORATION

STEN
Corporation (Nasdaq: STEN) is a diversified business. In November 2006, we made
the strategic decision to devote substantially all of our resources to
developing an automobile finance business conducted through STEN Credit
Corporation (STEN Credit), a wholly-owned indirect subsidiary of STEN
Corporation. Through STEN Credit (formerly known as Colfax Financial
Corporation) we provide automobile loans to consumers regardless of credit
history and provide inventory financing to used car dealers, typically referred
to as floorplan financing.

Our
loans are offered to consumers through a limited number of dealer-partners
who benefit by being able to sell vehicles to consumers who otherwise could not
obtain traditional financing. The terms of the loan to the consumer are
guaranteed with full-recourse of the loan obligations to the dealer-partner and
generally bear interest at 29.9%. In the event that there is a repossession of
the automobile because of a default on the loan, the repossession is generally
carried out by the dealer-partner. Under the agreement with the
dealer-partners, the dealer-partner maintains a reserve or hold-back with
STEN Credit as additional collateral for the recourse guarantee equal to
approximately 25% of the outstanding installment note receivable balance. We
return the dealer-partner reserve amount to the dealer only after the net
amount due to us from all contracts covered by the dealer recourse arrangement
have been fully satisfied and then we pay the reserve amount to the dealer in
installments as we collect amounts due on the installment notes from borrowers.
The dealer also pays to us a discount fee of up to 7% of the face value of the
installment receivable note at the time it is entered into. We also finance a
portion of the dealer-partner inventory through a floorplan program. Under this
program, we finance up to the full wholesale cost of the dealers vehicle
inventory and we hold title to the vehicles and the related dealer reserve as
collateral. As each vehicle is sold by the dealer, the loan advance against
that piece of collateral is repaid. At December 31, 2006, we had consumer loan
and floorplan programs in place with three dealer-partners located in the
Phoenix, Arizona area. To assist in the operation and expansion of our
automobile finance business, we hired Robert Rolfson as the President and Chief
Operating Officer of STEN Credit effective April 2, 2007.

Although
we believe our primary focus in the future will be our automobile finance
business, we continue to be a diversified company. In addition to our
automobile related businesses, we operate three other businesses. Since October
2006, our subsidiary, STEN Financial and its subsidiary Alliance Advance, Inc.
have provided payday cash advances through a website at www.moneyworldlending.com,
and deferred presentment loans and check cash services through a retail store
in Tempe, Arizona and through three stores located in Salt Lake City, Utah.
Since July 2005, our subsidiary, Burger Time Acquisition Corporation, has
operated a chain of thirteen quick service restaurants under the Burger Time
name. Since May 2003, through our Stencor, Inc. subsidiary, we have provided
contract manufacturing services at our Jacksonville, Texas facility.
Historically, we have provided contract services exclusively to a single
customer; however, we are currently engaged in a program to develop additional
contract sales. In addition, in February 2007, we began testing a plan to
develop our own Buy Here/Pay Here retail used car business where we both sell
used cars and finance their sale to customers that typically would not qualify for
conventional financing as a result of limited credit histories or past credit
problems. We are initially leasing used car lots in Arizona and operating
these two used car lots under the names: EasyDrive Cars and Credit and Best
Price Auto Sales.

4

THE OFFERING

The
following is a brief summary of some of the terms of the notes offered for sale
by this prospectus. For a more complete description of the notes and the terms
of this offering, see Description of the Notes in this prospectus.

Issuer

STEN CorporationTrustee

Wells Fargo Bank, National AssociationSelling and Servicing Agent

Sumner Harrington Ltd.Securities Offered

Renewable Unsecured Subordinated Notes.The notes
  represent our unsecured promise to repay principal at maturity and to pay
  interest during the term or at maturity. By purchasing a note, you are
  lending money to us.Method of Purchase

Prior to your purchase of notes, you will be
  required to complete a subscription agreement that will set forth the
  principal amount of your purchase, the term of the notes and certain other
  information regarding your ownership of the notes. The form of subscription
  agreement is filed as an exhibit to the registration statement of which this
  prospectus is a part. As our servicing agent, Sumner Harrington Ltd. will
  mail you written confirmation that your subscription has been accepted.Denomination

You can choose the denomination of the notes you
  purchase in any principal amount of $1,000 or more, including odd amounts in
  increments of $1.00.Offering Price

100% of the principal amount per note.Rescission Right

You can rescind your investment within five business
  days of the postmark date of your purchase confirmation without incurring an
  early redemption penalty. In addition, if your subscription agreement is
  accepted by our servicing agent at a time when we have determined that a
  post-effective amendment to the registration statement of which this
  prospectus is a part must be filed with the Securities and Exchange
  Commission, but such post-effective amendment has not yet been declared
  effective, you will be able to rescind your investment subject to the
  conditions set forth in this prospectus. See Description of the Notes 
  Rescission Right for additional information.Maturity

You can generally choose maturities for your notes
  of 3 or 6 months or 1, 2, 3, 4, 5 or 10 years; however, depending on our
  capital needs and the maximum amount of each type of note we are offering, we
  may not sell notes of all maturities at all times.Interest Rate

The interest rate paid on the notes will be
  established at the time you purchase them, or at the time of renewal, based
  upon the rates we are offering in our latest interest rate supplement to this
  prospectus, and will remain fixed throughout each term. We may offer higher
  rates of interest to investors with larger aggregate note portfolios, as set
  forth in the then current interest rate supplement.Interest Payment Dates

You can choose to receive interest payments monthly,
  quarterly, semi-annually, annually or at maturity. If you choose to receive interest
  payments monthly, you can choose the day on which you will be paid. You may
  change the interest payment schedule or interest payment date once during the
  term of your note.5

Principal Payment

We will not pay principal over the term of the
  notes. We are obligated to pay the entire principal balance of the
  outstanding notes upon maturity.Payment Method

Principal and interest payments will be made by
  direct deposit to the account you designate in your subscription documents.Renewal or Redemption on Maturity

Upon maturity, the notes will be automatically
  renewed for the same term at the interest rate we are offering at that time
  to other investors with similar aggregate note portfolios for notes of the
  same maturity, unless we notify you prior to the maturity date that we intend
  to repay the notes. You may also notify us within 15 days after the maturity
  date that you want your notes repaid. If you elect repayment of your note,
  your note will not earn interest on or after the maturity date. This 15-day
  period will be automatically extended if you would otherwise be required to
  make the repayment election at a time when we have determined that a
  post-effective amendment to the registration statement of which this
  prospectus is a part must be filed with the Securities and Exchange
  Commission, but such post-effective amendment has not yet been declared
  effective.If similar notes are not being offered at the time
  of renewal, the interest rate upon renewal will be the rate specified by us
  on or before the maturity date, or the rate of your existing notes if no such
  rate is specified. The interest rate being offered upon renewal may, however,
  be different than the interest rate on your original note. See Description
  of the Notes  Renewal or Redemption on Maturity.Optional Redemption or Repurchase

After giving you 30 days advance written notice, we
  may redeem the notes at a price equal to their original principal amount plus
  accrued but unpaid interest.You or your representative may request us to
  repurchase your notes prior to maturity; however, unless the request is due
  to your death or total permanent disability, we may, in our sole discretion,
  decline to repurchase your notes, and will, if we elect to repurchase your
  notes, charge you a penalty of up to three months of interest for notes with
  a three-month maturity and up to six months of interest for all other notes.
  The total principal amount of notes that we will be required to repurchase
  prior to maturity, for any reason in any calendar quarter, will be limited to
  the greater of $1 million or 2% of the total principal amount of all notes
  outstanding at the end of the previous quarter.See Description of Notes  Redemption or Repurchase
  Prior To Stated Maturity.Consolidation, Merger or Sale

Upon any consolidation, merger or sale of our
  company, we will either redeem all of the notes or our successor will be
  required to assume our obligation to pay principal and interest on the notes
  pursuant to the indenture. For a description of these provisions see Description
  of the Notes  Consolidation, Merger or Sale.6

Ranking; No Security

The notes:
are unsecured;
rank junior to our existing and future senior debt,
  including debt we may incur under our existing and future credit facilities;
rank junior to our existing and future secured debt;
rank junior to our existing and future subordinated
  debt, except for offerings of additional renewable unsecured subordinated
  notes which will rank equally with the notes; and
rank junior to other of our financial obligations,
  including our existing obligations to lenders which totaled $4,074,809 at
  December 31, 2006.At December 31, 2006, STEN
  Corporation had outstanding borrowings of $750,000 under a loan agreement
  with Citizens Independent Bank dated January 18, 2006 and last amended
  January 8, 2007, which is the maximum amount available to us under this
  arrangement. The obligations to Citizens Independent Bank are secured by
  substantially all of our assets of STEN Corporation, as well as personal
  guarantees of Kenneth W. Brimmer and Gary Copperud, and a pledge of the stock
  of Burger Time Acquisition Corporation held by STEN Corporation. Mr. Brimmer
  and Mr. Copperud are directors and officers of the Company. Our obligation
  to repay Citizens Independent Bank is senior to our obligation to repay the
  notes.Since December 31, 2006,
  our subsidiary, STEN Credit Corporation (formerly known as Colfax Financial
  Corporation), incurred $1,250,000 in debt, consisting of a $750,000 loan from
  Crown Bank by a promissory note dated January 11, 2007 that was repaid on
  February 13, 2007, and two notes from private lenders, one in the principal
  amount of $400,000 dated January 2, 2007 one in the principal amount of
  $100,000 dated January 24, 2007. The $400,000 note is secured by a portion of
  STEN Credits dealer floorplan receivables with a face value equaling the
  amount of the promissory note. The $100,000 note is unsecured, but is
  unconditionally guaranteed by STEN Corporation. On February 13, 2007, STEN Credit entered into a credit
  agreement with R.W. Sabes Investment, LLC that permits it to draw up to $3
  million from time to time, depending upon certain conditions relating to the
  collateral securing these obligations. The obligations of STEN Credit are secured by
  substantially all of the assets of STEN
  Credit, a guaranty by STEN Corporation and the obligations of STEN
  Corporation under the guaranty are secured by substantially all of its
  assets. On February 13, 2007, STEN Credit
  drew $1,845,845 under this credit agreement.Restrictive Covenants

The indenture governing the notes contains limited
  restrictive covenants. These covenants:
require us to maintain a positive net worth; and
prohibit us from paying dividends on our capital
  stock if there is an event of default with respect to the notes or a payment
  of the dividend would result in an event of default.The covenants set forth in the indenture are more
  fully described under Description of the Notes  Restrictive Covenants.
  These covenants have significant exceptions.Use of Proceeds

If all the notes are sold, with original or
  aggregate maturities of two years or more, we would expect to receive
  approximately $23 million of net proceeds from this offering after deducting
  the selling agents commissions and estimated initial offering expenses
  payable by us. The exact amount of net proceeds may vary considerably
  depending on how long the notes are offered and other factors. We7

expect to use the proceeds from the offering to grow
  our Colfax Financial business of providing automobile loans to consumers and
  providing floorplan financing to dealers, and to acquire businesses or assets
  related to our Colfax Financial business. We may also use the proceeds from
  the offering to develop our EasyDrive Cars and Credit Buy Here/Pay Here
  retail used automobile sales business. Until the capital is deployed, we will
  invest the proceeds in short-term investment grade financial instruments. See
  Use of Proceeds.Absence of Public Market and Transfer Restrictions


There is no existing market for the notes.Sumner Harrington Ltd. has advised us that it does
  not intend to make a market in the notes after the completion of this
  offering and we do not anticipate that a secondary market for the notes will
  develop. We do not intend to apply for listing of the notes on any securities
  exchange or for quotation of the notes in any automated dealer quotation
  system. You will be able to transfer or pledge the notes only with our prior
  written consent. See Description of the Notes  Transfers.Book Entry


The notes will be issued in book entry or
  uncertificated form only. Except under limited circumstances, the notes will
  not be evidenced by certificated securities or negotiable instruments. See
  Description of the Notes  Book Entry Registration and Transfer.8

RISK FACTORS

An
investment in the notes we are offering involves a high degree of risk. You
should carefully consider the risks described below relating to our
consolidated business, as well as the risks relating to each of our businesses:
our automobile finance business, our Burger Time restaurant business, our
contract manufacturing business, our payday lending business and our Buy
Here/Pay Here used car sales business. You should also carefully consider the
risk factors below relating to the purchase of notes. These risks also may
influence the outcome of any forward-looking statement.

Before
you invest in the notes, you should read all of these risks together with all
of the other information included in this prospectus. You should also consider
the other information in this prospectus and any prospectus supplement, as well
as other documents incorporated by reference into this prospectus. The risks
and uncertainties described below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we may currently deem
immaterial, may become important factors that harm our business, financial
condition or results of operations. If any of the following risks actually
occurs, our business, financial condition or results of operations could
suffer.

RISK FACTORS
RELATING TO OUR BUSINESS

RISKS RELATED TO OUR CONSOLIDATED BUSINESSES

The
diversity of our current and future businesses may divert management attention
from each of our businesses, intensify the risks of our businesses, and result
in poor consolidated financial performance.

Over
the past five years we have purchased, sold, developed or tested several
different businesses. While each of our current businesses share certain risks
related to their small size in relation to industries characterized by numerous
well-established competitors who have substantially greater financial resources
and longer operating histories, each of these businesses has many unique risks
associated with it. Further, all of our businesses depend on a common executive
management team. Because of the number of businesses we operate and their
diversity, our management may not be able to timely respond to the needs of
each of our businesses and therefore, the risks inherent in each of our
businesses may affect us more acutely.

As
a result of the sale of our Medical Products business in November 2004, the
sale of our LifeSafe business in June 2005, and the relative lack of growth in
our Burger Time business and our contract manufacturing business, we made the
strategic decision in November 2006 to devote substantially all of our limited
resources to developing an automobile finance business conducted through STEN
Credit Corporation (formerly known as Colfax Financial Corporation). We also
have invested some of our resources in exploring other business opportunities.
We do not intend to limit our consideration of future business opportunities to
any particular industry, to the industries in which we have prior experience,
or to those businesses that have synergies with our existing businesses. To be
successful, we must successfully execute multiple business plans at the same
time. Our lack of focus on a single business activity, together with the
significant risk of failure of each of our businesses and the limited
experience of our executive management in any of our businesses, may contribute
to poor financial performance for each of our business and harm our
consolidated financial performance.

If
we cannot successfully develop a new business, integrate it into our existing
businesses, and realize the anticipated benefits of the new business, our
financial condition and operating results may suffer.

Historically,
part of our business strategy has been to identify and test the viability of
new business opportunities. While we have further developed some business
opportunities, such as our payday lending business, we have also determined
that some business opportunities were not viable, such as the Pay Centers
business of self-service financial kiosks. We are currently evaluating at least
one additional business, our Buy Here/Pay Here automobile sales business
operated under the name EasyDrive Cars and Credit. We will not develop every
business we evaluate. Further, exploring new business opportunities can be time
consuming, result in significant expenses that may never be recouped and may
divert managements attention from our existing businesses. Even if we
determine to further develop a business, the integration of any new business
into our ongoing business will likely be

9

a complex,
time consuming and expensive process and may disrupt business operations if not
completed in a timely and efficient manner. Our failure to successfully integrate
any new businesses with our existing businesses, which may be particularly
difficult given the diversity of our existing businesses or to receive the
anticipated benefits of new businesses could have a material adverse effect on
our business, financial condition and operating results.

Our
historical financial results may not be indicative of future results because of
our change in strategic direction.

In
our fiscal year ended October 1, 2006, our total revenues were $8,878,563, consisting
of revenue from our Burger Time business of $6,692,181, revenue from our
corporate and contract manufacturing business of $2,156,069 and revenue from
our STEN Financial business of $30,313. In November 2006, we made the strategic
decision to focus substantially all of our limited resources on the automobile
finance business conducted by our STEN Credit subsidiary. Because this business
was not included in our fiscal year 2006 results, our historical financial
results may not be indicative of our future financial results. Further, because
our operating history with respect to our STEN Credit business is very limited,
these operations provide only a limited basis for you to assess our
consolidated business.

Our
subsidiaries own nearly all of our assets and earn nearly all of our total
operating revenues and our ability to repay our indebtedness depends upon the
performance of these subsidiaries and their ability to make distributions to
us.

STEN
Corporation is a holding company and it currently conducts its operations
through consolidated subsidiaries. As a result, substantially all of our assets
are owned, and our cash flows are generated, by our subsidiaries. Accordingly,
STEN Corporation depends upon dividends, loans and other intercompany transfers
from our subsidiaries to meet our debt service and other obligations. These
transfers are subject to the earnings of our subsidiaries. If our subsidiaries
do not pay dividends or other distributions, we may not have sufficient cash to
fulfill our obligations.

We are dependent on management and
key personnel to succeed.

Our
future success depends, in significant part, upon the continued service and
performance of our senior management and other key personnel, in particular,
Kenneth W. Brimmer, our Chief Executive Officer, and Mark F. Buckrey, our Chief
Financial Officer. The loss of Mr. Brimmers services could impair our ability
to effectively manage our company and to carry out our business plan. In
addition, the failure of Mr. Brimmer to serve as our Chairman and Chief
Executive Officer would result in an event of default under our loan
arrangement with R.W. Sabes Investment, LLC. We are also dependent upon key
personnel in each of our businesses and the ability of our management to
effectively manage and grow our various businesses. In addition, competition
for skilled employees in our industry is intense. Our future success also
depends on our continuing ability to attract, retain and motivate highly
qualified managerial, service, technical and sales personnel. Our inability to
retain or attract qualified personnel could have a significant negative effect
and materially harm our business and financial condition.

Our management has no prior
experience in the automobile finance business, the payday lending business, or
the retail used car business.

While
we have historically been a diverse business, our business had been primarily
focused on the development, marketing, manufacturing and sale of various
medical products and since July 2005, our Burger Time restaurant business.
Therefore, our management team has no prior experience in our automobile
finance business, our payday lending business or our retail used car business.
Because of the inexperience of our management, we cannot assure you we will be
able to manage each of these businesses profitably, particularly during the
critical start-up phase of each business, or be able to identify and
effectively pursue growth opportunities in any of our existing businesses. Our
lack of experience in each of these businesses could result in significant
losses for our businesses or failure of a single or particular business, either
of which would negatively effect and materially harm our business and financial
condition.

10

Material weaknesses in our internal
controls could have a material adverse effect on us.

Effective
internal controls over financial reporting are necessary for us to provide
reasonable assurance with respect to our financial statements and to
effectively prevent fraud. We are in the process of complying with the mandates
of Section 404 of the Sarbanes-Oxley Act of 2002, which requires us to furnish
a report by management on internal control over financial reporting, including
managements assessment of the effectiveness of such controls, in our annual
reports for fiscal years ending on or after December 15, 2007. Internal control
over financial reporting may not prevent or detect misstatements because of its
inherent limitations, including the possibility of human error, the
circumvention or overriding of controls, or fraud. Therefore, even effective
internal controls can provide only reasonable assurance with respect to the
preparation and fair presentation of financial statements. In addition,
projections of any evaluation of effectiveness of internal control over
financial reporting to future periods are subject to the risk that the control
may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. If we fail to implement
required, new, or improved controls, if we encounter difficulties in
implementing internal controls, or if we fail to remediate any existing or
future material weakness, we may not be able to timely and reliably report our
financial information, which may result in material misstatements in our
financial statements or cause us to fail to meet our reporting obligations. The
existence of a material weakness in internal controls, difficulties in
implementing appropriate internal controls, and the development and
implementation of internal control plans and remediation plans may also result
in increased expense associated with accounting, auditing and compliance
professionals. Our inability to provide timely and reliable financial
information and otherwise meet our reporting obligations could cause our
shareholders, existing investors and prospective investors to lose confidence
in our reported financial information. This inability could also damage our
reputation with shareholders, investors, lenders, customers, suppliers and
others.

RISKS RELATED TO OUR AUTO FINANCE BUSINESS

The future growth of our auto
finance business depends significantly on the availability of capital resources
and if such capital is not timely available to us on terms acceptable to us,
our auto finance business may suffer.

Our
auto finance business requires substantial cash to support entering into loans,
financing inventory, and other cash requirements, in addition to debt service.
To the extent that increases in the volume of loans provide income, a
substantial portion of such income is received by us in cash over the life of
the loans. The cash requirements of our automobile finance business is capital
intensive and has required and will require cash flow outlays that are
disproportionate to current income generated by the cash flows. In order to
expand our loan programs with our dealer-partners, we may require additional
capital in the future to fund installment notes and dealer floor plan
financing. Equity and debt financing, however, might not be available when
needed or, if available, might not be available on terms satisfactory to us. If
we are unable to obtain adequate financing or financing on terms satisfactory
to us, our ability to continue to support our business growth and to respond to
business challenges could be significantly limited. Further, if we are unable
to meet the needs of our dealer-partners for consumer financing or dealer
floor-plan financing, our dealer-partners may lose confidence in our ability to
service this aspect of their business and may seek alternative sources for such
programs. Factors which could affect our access to the capital markets, or the
costs of such capital, include changes in interest rates, general economic
conditions, the perception in the capital markets of our business, results of
operations, leverage, financial condition and business prospects, and the
performance of our automobile finance business.

Our automobile finance business
would be harmed if we cannot maintain and expand relationships with independent
dealers.

We
enter into automobile contracts primarily through recourse relationships with
two automobile dealer-partners and recently have developed a dealer-partnership
with a third dealer. Many of our competitors have long-standing relationships
with used automobile dealers and may offer dealers or their customers other
forms of more attractive or favorable financing that we currently do not
provide. Our dealer-partner program may be difficult to develop with new
dealers in its current form if these dealers determine that alternative
programs are more attractive. Additionally, because we compete with some of our
dealer-partners in our Buy Here/Pay Here retail used car business; it may be
more difficult for us to maintain our relationships with dealer-partners. If we
are unsuccessful in

11

maintaining
and expanding our relationships with dealers, we may be unable to purchase
contracts in volume and on the terms that we anticipate and consequently our
automobile finance business would be materially and adversely affected.

We currently depend upon a limited
number of dealer-partners for our automobile finance business.

We
currently have dealer-partner agreements with three automobile dealers and our
largest dealer accounted for approximately 47.5% of our automobile finance
receivables at December 31, 2006. Because the dealer-partner agreements do not
obligate a dealer to provide customer financing through STEN Credit or use our
dealer-financing programs on an exclusive basis or for any particular period of
time, our dealer-partners could cease using STEN Credit for their financing at
any time and for any reason. If any one of our dealer-partners ceased doing
business with us or materially reduced the amount of business it does with us,
our automobile finance business would be materially harmed.

Because we loan money to borrowers
with impaired credit or limited credit histories, we may have a higher risk of
loan delinquencies and defaults.

Substantially
all of our automobile contracts involve loans made to individuals with impaired
or limited credit histories, or higher debt-to-income ratios than are permitted
by traditional lenders and we also enter into loans with higher
loan-to-collateral value than most other lenders in the auto-financing
business. Loans made to borrowers who are restricted in their ability to obtain
financing from traditional lenders generally have a higher risk of delinquency,
default and repossession, and higher losses than loans made to borrowers with
better credit profiles. Delinquency may interrupt the flow of projected
interest income from a loan, and default could eventually lead to credit
losses.

The
dealer floor plan program we offer exposes us to losses that are generally
greater than similar types of inventory financing.

A
dealer floor plan program involves the basic risks inherent in inventory
financing, such as the risk that the dealers cost of holding the inventory may
result in a loss on the ultimate sale of the inventory and make it more
difficult for the dealer to repay the amount borrowed for the inventory
financing. However, because of our inability to exercise full control over the
floored items of inventory, our exposure to loss is generally greater than in
other similar types of financing. Further, most dealers have minimal capital
bases relative to debt. As a result, if the value of the collateral at the time
of the loan to the dealer-partner or subsequently is less than the amount
financed, we may face greater risk that any delinquency will not be covered by
the collateral and losses.

The automobile finance business is
highly competitive.

The
automobile finance market is highly fragmented and is served by a variety of
companies. The most significant competition in our segment comes from buy
here, pay here dealerships where the dealer finances the consumers purchase
and services the consumer loan themselves. The market is also currently served
by banks, captive finance affiliates of automobile manufacturers, credit unions
and independent finance companies; both publicly and privately owned. Many of
these companies are much larger and have greater financial resources than are
available to us, and many have long-standing relationships with automobile
dealerships. Providers of automobile financing have traditionally competed
based on the interest rate charged, the quality of credit accepted, the
flexibility of loan terms offered and the quality of service provided to
dealers and consumers. In seeking to establish STEN Credit as one of the
principal financing sources of our dealer-partners, we intend to compete predominately
on the basis of service and strong dealer relationships, and by offering the
dealer-partners a high level of assurance that their customers will qualify for
financing, removing one barrier to the dealer-partners completion of the sale.
While we are only aware of a few companies that offer a credit approval program
similar to ours, there is the potential that significant direct competition
could emerge and that we may be unable to compete successfully.

12

The automobile finance industry is
highly regulated by federal, state and local laws.

Our
automobile finance business is subject to various laws and regulations which
require licensing and qualification; limit the interest rate, fees and other
charges associated with loans, require specified disclosures to consumers and
define the rights to repossess and sell collateral. Failure to comply with, or
an adverse change in, these laws or regulations could have a material adverse
effect on our automobile finance business by, among other things, limiting the
jurisdictions in which this business may operate, restricting the ability to
realize the value of the collateral securing the loans, making it more costly
or burdensome to do business, or resulting in potential liability. In addition,
governmental regulations which would deplete the supply of used vehicles, such
as environmental protection regulations governing emissions or fuel
consumption, could have a material adverse effect on our automobile finance
business.

Adverse economic conditions,
particularly in Arizona, could adversely affect our auto finance business.

Our
auto finance business is affected by changes in general economic conditions,
including changes in employment rates, prevailing interest rates and real
wages. Because our existing dealer-partners are located in the Phoenix, Arizona
area and a majority of the consumers to whom we lend are located in the Phoenix
metropolitan area, our auto finance business will be particularly affected by
changes in economic conditions in Phoenix, the surrounding area, or in Arizona
generally. During periods of economic slowdown or recessions, we may experience
a decrease in demand for loans, an increase in our costs, a decline in
collateral values or an increase in loan delinquencies and defaults, or the
failure of a dealer-partner. A decline in collateral value and an increase in
loan delinquencies and defaults increase the possibility of losses. Any
sustained period of increased loan delinquencies, defaults, losses, or
dealer-partner failures would materially and adversely affect the financial
condition, results of operations and business prospects of our automobile
finance business.

Our automobile finance business is
subject to seasonality that may cause our quarterly operating results to
fluctuate materially.

Our
automobile finance business is seasonal in nature with demand generally higher
in our existing market during the first quarter of the calendar year, which
corresponds with the second quarter of each of our fiscal years. Therefore, we
expect that we will typically experience periods of increased revenues during
the second quarter. Additionally, because demand for financing products is tied
to the demand for used automobiles, our revenues will be adversely affected by
a decrease in demand for used automobiles. However, because the timing of
demand for used automobiles and the strength of the demand is difficult to
anticipate, we cannot estimate the fluctuation of our sales from quarter to quarter
in a fiscal year or the impact of such demand from year to year.

Fluctuations in interest rates could
adversely affect our net interest income and the profitability of our lending
activities.

Our
results of operations depend to a large extent upon our net interest income,
which is the difference between interest received by us on the automobile
installment contracts and the interest payable under the sources of funds we
use to finance the installment contracts.

Interest
rates are highly sensitive to many factors, including governmental monetary
policies and domestic and international economic and political conditions,
which are beyond our control. Several factors affect our ability to manage
interest rate risk, such as the fact that automobile contracts are entered into
at fixed interest rates, while amounts borrowed under our credit facilities may
bear interest at different rates. In addition, the interest rates charged on
the automobile installment contracts are limited by statutory maximums, which
restrict our ability to ensure we receive a stable net interest income on the
installment contracts. Therefore, we cannot predict the profitability of our
lending activities.

13

Potential legislative initiatives and
future regulatory requirements could affect our automobile lending business.

The
consumer lending industry, and in particular, the sub-prime lending industry,
has historically been the subject of considerable societal and political
attention focusing on concern over predatory or deceptive lending practices,
reduction in availability of prime lending for these consumers, violations of
equal opportunity lending laws, and racial targeting by lenders. Legislation
has been introduced in some states to create or reduce the maximum interest
rate allowed by law and to require additional lending disclosures. While it is
not possible to determine what legislation might be adopted, federal and state
regulations regarding consumer lending are subject to future change. We cannot
predict the impact, if any, these changes might have on our business. Future
changes in regulations or enforcement policies could impose more stringent
requirements on us, compliance with which could adversely affect our business.
These changes also could, for example, limit the types of loan products we
offer, increase our liability or increase our cost to offer such services.
These changes may relax some requirements, which could prove beneficial to our
competitors and thus adversely affect our business. We cannot assure you that
future legislation and regulation will not adversely affect our business,
financial condition and results of operations.

Defaults by consumers on their
automobile loans and the resulting repossessions of their vehicles may expose
us to risk of increased default by our dealer-partners who guaranty the
consumer installment notes, or potential disputes, and liability relating to
the vehicle repossessions.

In
our automobile finance business, our dealer partner is assigned the
responsibility of repossessing vehicles in the case of default under the
consumer installment notes. The rate of default and repossessions varies from
dealer to dealer, however, we estimate the historic rate to be approximately
20% of all contracts entered into. Although our dealer-partner is responsible
for making the repossessions, a consumer may claim that we are vicariously
responsible for wrongful actions of the dealer-partner in performing the
repossession. Because of the possibility of legal claims arising from defaults
and repossessions, we may become involved in legal disputes with consumers or
dealer-partners. Our agreement with the dealer-partner provides that the full
amount of the consumers installment note contract is with full recourse to the
dealer, meaning that the dealer must satisfy any remaining loan balance in the
event of default. However, the high percentage of defaults by consumers could
make it more difficult for dealer-partners to be able to satisfy their
obligation to us, especially if the dealer-partner is not able to resell a
repossessed vehicle and obtain at least the amount of the outstanding loan
balance. Defaults by consumers and repossessions by dealer-partners may
increase claims against us and the rate of defaults by dealer-partners, either
of which will adversely affect our business, financial condition and results of
operations.

Negative public opinion could damage
our reputation and adversely impact our earnings.

Reputation
risk, or the risk to our business, earnings and capital from negative public
opinion, is inherent in our business. Negative public opinion can result from
our actual or alleged conduct in any number of activities, including lending
practices, corporate governance and acquisitions, and from actions taken by
government regulators and community organizations in response to those
activities. Negative public opinion can adversely affect our ability to keep
and attract dealer-partners, loan customers, and employees and can expose us to
litigation and regulatory action. Although we take steps to minimize reputation
risk in dealing with our dealer-partners, customers and communities, we believe
that reputation risk will always be present in the automobile loan business,
especially the sub-prime automobile lending business. Our inability to control
the publics perception of our automobile loan business could have a material
adverse effect on our financial condition.

14

RISKS RELATING TO OUR BURGER TIME BUSINESS

We expect future growth in our
Burger Time business to be limited.

Because
of our current strategic focus on other businesses, we currently do not expect
to significantly expand the number of our Burger Time restaurants. Therefore,
our success in the Burger Time business will be limited to the performance of
our existing Burger Time restaurants and the few, if any, additional Burger
Time restaurants we open. We cannot assure you that we will be able to achieve
any sales growth in our existing Burger Time restaurants or maintain same-store
sales growth. If we do determine to open an additional Burger Time restaurant,
we cannot assure you that any new restaurant will be accretive to our earnings,
either in the short-term or long-term, particularly because of factors such as
the acceptance of the Burger Time concept in new markets, competition and
market saturation.

The success of our Burger Time
business depends on our ability to successfully compete with other participants
in the foodservice industry.

The
foodservice industry is intensely competitive. Each of our Burger Time
restaurants competes with a wide variety of foodservice operations, including
national and regional restaurant chains, locally owned restaurants, health and
nutrition-oriented restaurants, delicatessens and prepared food stores, as well
as supermarkets and convenience stores. The following are important aspects of
competition:


  restaurant location;
  food quality and value;
  quality and speed of service;
  attractiveness and repair and maintenance of
  facilities; and
  the effectiveness of marketing and advertising
  programs.Many
businesses that compete with our Burger Time restaurants have substantially
greater financial, marketing and other resources than we have. Our competitors
could also make changes to pricing or other marketing strategies. As our
competitors expand operations or product offerings, we expect competition to
intensify. If we are unable to compete effectively, our business will be
adversely affected.

Local consumer preferences and
perceptions, seasonality and local economic conditions may have significant
effects on our Burger Time business.

Our
Burger Time restaurant business is affected by changes in local consumer
tastes, including consumer concerns with respect to the nutritional value of
fast food. Multi-site restaurants such as ours can also be materially and adversely
affected by publicity resulting from poor food quality, illness, injury or
other health concerns or operating issues stemming from one or a limited number
of restaurants.

Our
Burger Time business is also affected by regional and local economic conditions
and demographic trends, such as unfavorable trends or developments in
inflation, increased food, labor and employee benefit costs (including
increases in hourly wage and unemployment tax rates), and shortages in the
local availability of experienced management and hourly employees. Further,
changes in economic conditions affecting our customers could reduce sales in
some or all of our restaurants or impose practical limits on pricing, either of
which could have a material adverse effect on our financial condition and
results of operations. The performance of individual restaurants also may be
adversely affected by traffic patterns, demographics and the type, number and
locations of competing restaurants. Because a significant number of our Burger
Time restaurants are located in areas which experience severe winter
conditions, individual restaurant performance may also be affected by adverse
weather conditions. Our continued success will depend in part on our
managements ability to anticipate, identify and respond to changing
conditions.

15

We may not be successful in
operating Burger Time restaurants profitably.

The
financial success of our Burger Time business depends on our ability to operate
our thirteen Burger Time restaurants profitably. The profitability of our
restaurants is dependent on a number of factors. The most significant factors
are:


  the availability of management, restaurant staff and
  other personnel;
  effective advertising campaigns and local marketing;
  effective menu pricing;
  appealing menu items;
  increases in minimum wage and the impact of other
  employment laws;
  increases in food,
  labor and other operating costs related to new menu initiatives;
  the ability to manage a number of restaurants in
  many  geographic areas with a
  standardized operational and marketing approach; and
  the extent of competitive intrusion in the market.Further,
the performance of our individual restaurants may be adversely affected by
local factors such as traffic patters, demographic characteristics and the
type, number and location of competing restaurants. We cannot assure you that
any particular Burger Time restaurant or our Burger Time business as a whole will
operate profitably.

Our Burger Time business is subject
to federal, state and local laws and regulations.

Our
Burger Time business is subject to federal, state and local laws and
regulations governing, among other things:


  health;
  sanitation;
  environmental matters;
  safety; and
  hiring and employment practices, including minimum
  wage laws.Our
restaurant operations are also subject to federal and state laws that prohibit
discrimination and laws regulating the design and operation of facilities, such
as the Americans with Disabilities Act of 1990. If we fail to comply with these
laws and regulations, our Burger Time restaurants could be subjected to closure
and we could be subject to fines, penalties, and litigation, which may be
costly.

The profitability of our Burger Time
business depends on our ability to control restaurant costs and to assure
timely deliveries of restaurant inventories.

The
profitability of our Burger Time business depends, in part, on our strategies
to control food costs and the cost of inventories, such as paper, napkins and
supplies. Our dependence on commodities subject us to the risk that shortages
or interruption in supply, caused by adverse weather or other conditions, could
adversely affect the availability, quality or cost of  ingredients. Changes in the price of commodities, particularly
beef, could materially impact our profitability. Further, we may not be able to
react to increased food costs or costs of paper goods by adjusting our supply
or menu pricing. If quality, quantity and cost of food and restaurant
inventories is adversely affected, or if we experience raw material supply or
delivery difficulties, the operating results of our Burger Time business would
be adversely affected.

16

RISKS RELATING TO OUR CONTRACT MANUFACTURING BUSINESS

Our contract manufacturing business
is dependent on a single customer.

For
the year ended October 1, 2006, we realized sales of approximately $2,156,000
and approximately $465,500 in gross profit from our contract manufacturing
business, all of which were derived from sales to STERIS Corporation. In the
period ended December 31, 2006, we had sales of approximately $284,000 and gross
profit of approximately $300 from our contract manufacturing business, all of
which were also derived from sales to STERIS Corporation.

Our
manufacturing agreement with STERIS continues through December 31, 2008, with
extensions subject to agreement between the parties. STERIS may terminate the
agreement at any time upon 90 days notice. While we are obligated to
manufacture the products exclusively for STERIS, STERIS has the right to
manufacture the products itself or arrange for another party to manufacture the
products. Our manufacturing agreement with STERIS does not contain any minimum
purchase obligations, nor does it contain requirements that a certain
percentage of STERIS sales are of our products. Further, purchases by STERIS
depend upon STERIS ability to market and sell these products to its customers
effectively. STERIS may choose to devote its efforts to its other products or
products that compete with ours, or may reduce or fail to devote the necessary
resources to provide effective sales and marketing support of the products we
manufacture and supply. We believe that our future success will continue to
depend in large part upon the success of STERIS in generating demand for the
products we manufacture. Any significant reduction, delay or cancellation of
orders from STERIS, or the loss of STERIS as the sole customer for our contract
manufacturing business, could have a negative impact upon the operating results
of our contract manufacturing business.

Our contract manufacturing business
depends uponraw materials and fluctuations in
the cost of raw materials may adversely affect our contract manufacturing
business.

Our
contract manufacturing business depends upon raw materials, such as plastic,
from third-party suppliers. A variety of factors can materially and adversely
affect the quality, quantity and cost of raw materials available, thereby
materially and adversely affecting production costs and the ability of our
contract manufacturing business to generate income. If our contract
manufacturing business experiences raw material supply, production or shipment
difficulties, such difficulties could adversely affect our ability to supply
products to STERIS. Because our contract with STERIS only provides for yearly increases
in product sales prices, we are also directly affected by increases in the
costs of such raw materials. Any significant increases in the quality,
quantity, availability or cost of raw materials could have a negative impact
upon the operating results of our contract manufacturing business.

RISKS RELATING TO OUR PAYDAY LENDING BUSINESS

The payday loan business is highly
regulated by state, federal and local governmental authorities, and such
regulation may impose significant costs or limitations on the way we conduct or
expand our payday lending business.

A
majority of states and the District of Columbia have legislation permitting or
not prohibiting payday loans. However, during the last few years, a minority of
states have adopted legislation that prohibits or severely restricts payday
loans. Some states in which we operate, including Arizona, have sunset
provisions in their payday loan laws that require renewal of the laws by the
state legislatures at periodic intervals. Statutes authorizing payday loans
typically provide state agencies that regulate banks and financial institutions
with significant regulatory powers to administer and enforce the law. Under
statutory authority, state regulators have broad discretionary power. State
governmental authorities may impose new regulatory requirements, interpret or
enforce existing regulatory requirements in different ways or issue
administrative rules that affect the way we do business. Any new or increased
regulation may force us modify or terminate our payday lending business in
particular states. They may also impose rules that are generally adverse to
this industry.

17

Although
states provide the primary regulatory framework under which we offer payday
loans, certain federal laws also affect our business. For example, because
payday loans are viewed as extensions of credit, we must comply with the
federal Truth-in-Lending Act and Regulation Z adopted under the Act.
Additionally, we are subject to the Equal Credit Opportunity Act, the
Gramm-Leach-Bliley Act, and the Fair Debt Practices Act. Additionally,
anti-payday loan legislation has been introduced in the U.S. Congress
periodically, with recent legislation specifically targeting lending to
military personnel. In addition to state and federal laws and regulations, our
business is subject to various local rules and regulations such as local zoning
regulations and permit licensing. We believe that certain local jurisdictions
may attempt to restrict payday lending through the use of local zoning and
permitting laws.

Our
failure to comply with any law or regulation relating to payday lending could
have a material adverse impact on our business, results of operations and
financial condition by generating adverse publicity, by causing us to incur
substantial expenditures, including in payment of fines or other monetary
damages, or by requiring us to change the way we conduct our payday lending
business. Further, any changes in these laws that adversely affects the payday lending
industry may have an adverse impact on our payday lending business.

Future regulatory requirements,
particularly those governing consumer protection and lending practices, may
have a significant negative impact on our payday lending business.

Future
changes in regulations or enforcement policies could impose more stringent
requirements on our payday lending business, compliance with which could
adversely affect this business or our expansion of it in one or more locations.
We cannot predict what material impact, if any, these changes might have on our
payday lending business. Future changes in regulation may affect licensing and
posting fees, lending practices, such as truth in lending and installment and
single-payment lending, interest rates and usury, loan amount and fee
limitations, currency reporting, and privacy of personal consumer information.
These changes may relax some requirements in some states, which could prove
beneficial to our competitors and thus adversely affect our payday lending
business. In addition, regulation of our payday lending business depends
heavily on administrative interpretations. We cannot assure you that future
interpretations made by regulatory authorities, with possible retroactive
effect, will not adversely affect the payday lending business, its financial
condition and results of operations.

If
the regulatory requirements change in any state in which we offer our payday
lending services, we cannot assure you that we will be able to obtain necessary
regulatory approvals in these states on a timely basis, if at all. Delays in
the receipt of, or failure to receive, these approvals, or failure to comply
with existing or future regulatory requirements would have a material adverse
effect on our payday lending business, its financial condition and results of
operations.

Public perception and press coverage
of payday or single-payment consumer loans as being predatory or abusive could
negatively affect our revenues and results of operations.

Consumer
advocacy groups and some legislators have recently advocated governmental
action to prohibit or severely restrict certain types of short-term consumer
lending, such as payday or single-payment lending. Typically the consumer groups,
some legislators and press coverage focus on lenders that charge consumers
interest rates and fees that are higher than those charged by credit card
issuers to more creditworthy consumers. This difference in credit cost may
become more significant if a consumer does not repay the loan promptly, but
renews the loan for one or more additional short-term periods. These types of
short-term single-payment loans are often characterized by consumer groups,
some legislators and press coverage as predatory or abusive toward consumers.
If consumers accept this negative characterization of certain single-payment
consumer loans and believe that the loans we provide to our customers fit this
characterization, demand for our loans could significantly decrease, which
could negatively affect our revenues and results of operations.

18

If our estimates of loan losses are
not adequate, our results of operations and financial condition may be
adversely affected.

We
maintain an allowance for anticipated losses for payday loans we make. To
estimate the appropriate level of loan loss reserves, we consider the amount of
outstanding loans owed to us, historical loans charged off, current collection
patterns, and current economic trends. Our current allowance for loan losses is
based on our charge-offs, expressed as a percentage of loan amounts originated
for the last twelve months applied against the total amount of outstanding
loans that we make. Our allowance for loan losses on payday consumer loans was
$4,300 as of October 1, 2006 and $71,864 as of December 31, 2006.

RISKS RELATED TO THE BUY HERE/PAY HERE USED AUTOMOTIVE
RETAIL AND FINANCE INDUSTRY

Our automotive retail and finance
business may experience a higher risk of delinquency and default than
traditional lenders because we loan money to credit-impaired borrowers.

In
our business of selling used automobiles and financing their sale, we
anticipate that substantially all sales and automobile contracts will involve
loans made to individuals with impaired or limited credit histories, or higher
debt-to-income ratios than permitted by traditional lenders. Loans made to
borrowers who are restricted in their ability to obtain financing from
traditional lenders generally entail a higher risk of delinquency, default and
repossession, and higher losses than loans made to borrowers with better
credit. Delinquency interrupts the flow of projected interest income and
repayment of principal from a loan, and a default can ultimately lead to a loss
if the net realizable value of the automobile securing the loan (taking into
account costs of repossession and sale) is insufficient to cover the principal
and interest due on the loan, or the vehicle cannot be recovered. The
profitability of our automobile sales and finance business depends, in part,
upon our ability to properly evaluate the credit worthiness of non-prime
borrowers and efficiently service such loans. Although we believe that our
underwriting criteria and collection methods enable us to manage the higher
risks inherent in loans made to non-prime borrowers, no assurance can be given
that such criteria or methods will afford adequate protection against such
risks. If we experience higher losses than anticipated, our financial
condition, results of operations and business prospects would be materially and
adversely affected.

A reduction in the availability or
access to sources of inventory could be limited.

We
expect to acquire vehicles primarily through wholesalers, new car dealers and
from auctions. There can be no assurance that sufficient inventory will
continue be available to us at attractive prices. Any reduction in the
availability of inventory or increases in the cost of vehicles would adversely
affect gross profit percentages as we focus on keeping payments affordable to
our customer base.

The used automotive retailing
industry is highly competitive and fragmented.

We
compete principally with other independent Buy Here/Pay Here dealers, some of
which have extensive operations including Drive Time and J.D. ByRyder, both
of which compete in the Arizona market with multiple locations. To a lesser
degree, we will also compete with (i) the used vehicle retail operations of
franchised automobile dealerships, (ii) independent used vehicle dealers, and
(iii) individuals who sell used vehicles in private transactions. We compete
for both the purchase and resale of used vehicles. Our competitors may sell the
same or similar makes of vehicles that we offer at competitive prices.
Increased competition in the market, including new entrants to the market,
could result in increased wholesale costs for used vehicles and
lower-than-expected vehicle sales and margins. Further, if any of the
competitors seek to gain or retain market share by reducing prices for used
vehicles, we would likely reduce our prices in order to remain competitive,
which may result in a decrease in our revenue and profitability and require a
change in our operating strategies, resulting in minimal or negative gross
profit.

19

An economic slowdown will have
adverse consequences for the used automotive industry and may have greater
consequences for the non-prime segment of the industry.

In
the normal course of business, the used automotive retail and finance industry
is subject to changes in regional U.S. economic conditions, including, but not
limited to, interest rates, gasoline prices, inflation, personal discretionary
spending levels, and consumer demand and/or increased costs, which could result
in lower profitability for us. Due to our focus on non-prime borrowers, the
actual rate of delinquencies, repossessions and credit losses on loans could be
higher under adverse economic conditions than those experienced in the
automotive retail finance industry in general.

The used automotive retail industry operates in a
highly
regulated environment.

The
used automotive retail industry is subject to a wide range of federal, state,
and local laws and regulations, such as local licensing requirements and laws
regarding advertising, vehicle sales, financing, and employment practices.
Facilities and operations are also subject to federal, state, and local laws
and regulations relating to environmental protection and human health and
safety. The violation of these laws and regulations could result in
administrative, civil, or criminal penalties against us, or in a cease and
desist order. As a result, we have incurred, and will continue to incur,
capital and operating expenditures, and other costs in complying with these
laws and regulations. Further, over the past several years, private plaintiffs
and federal, state, and local regulatory and law enforcement authorities have
increased their scrutiny of advertising, sales, and finance and insurance
activities in the sale of motor vehicles.

Our business is geographically
concentrated and therefore, our results of operations may be adversely affected
by unfavorable conditions in our local markets.

Our
performance is subject to local economic, competitive, and other conditions
prevailing in Arizona, the only state in which we have our EasyDrive Cars and
Credit locations, and the state of residence of most of our customers. Our
current results of operations depend substantially on general economic
conditions and consumer spending habits in these local markets.

RISK FACTORS RELATING TO THE NOTES

The notes may not be a suitable
investment for all investors.

An
investment in the notes involves a high degree of risk.  The notes may not be a suitable investment
for you, and we advise you to consult your investment, tax and other
professional financial advisors prior to purchasing notes. The characteristics
of the notes, including maturity, interest rate and lack of liquidity, may not
satisfy your investment objectives.
Because the notes are unsecured, subordinate to our existing and future
indebtedness, and do not restrict our ability to incur future indebtedness, the
notes may not be a suitable investment for you based on your ability to
withstand a loss of interest or principal.
The notes may also not be suitable for you because of other aspects of
your financial situation, including your income, net worth, financial needs,
investment risk profile, return objectives, investment experience and other
factors. Prior to purchasing any notes, you should consider your investment
allocation with respect to the amount of your contemplated investment in the
notes in relation to your other investment holdings and the diversity of those
holdings.

You lack priority in payment on the
notes, which rank junior to substantially all of our existing and future debt
and other financial obligations.

Your
right to receive payments on the notes is junior to our existing debt and any
debt we incur in the future. Your notes will be subordinated to the prior
payment in full of all of our other debt and financial obligations, including
our guarantees of debt of our indirect subsidiary, STEN Credit. As of December
31, 2006, we had outstanding indebtedness of $4,074,809, consisting of:


  $1,400,000 in notes from STEN Credit to Flash Motors
  relating to a consulting arrangement with Harry March, which were cancelled,
  along with the consulting agreement, in connection with a20

settlement
  agreement dated March 20, 2007 in exchange for the parties entering into a
  non-solicitation agreement and STEN Credit issuing a new note for $1,400,000
  to Flash Motors;
  two mortgage notes from our indirect subsidiary,
  BTAC Properties, Inc., to StanCorp Mortgage Investors, LLC for an aggregate
  of $1,924,809; and
  borrowings of $750,000 under a loan agreement
  between STEN Corporation and Citizens Independent Bank dated January 18, 2006
  and last amended January 8, 2007.While
$750,000 is the maximum available amount under the loan agreement with Citizens
Independent Bank, we may repay and reborrow these amounts from time to time
through the agreement. The
obligations to Citizens Independent Bank are secured by substantially all of
our assets of STEN Corporation, as well as personal guarantees of Kenneth W.
Brimmer and Gary Copperud, both of whom are directors and officers of our
company, and a pledge of the stock of Burger Time Acquisition Corporation held
by STEN Corporation. Our obligation to repay Citizens Independent Bank
is senior to our obligation to repay the notes.

Since
December 31, 2006, STEN Credit incurred $1,250,000 in debt, consisting of a
$750,000 loan from Crown Bank by a promissory note dated January 11, 2007 that
was repaid on February 13, 2007, and two notes from private lenders, one in the
principal amount of $400,000 dated January 2, 2007 one in the principal amount
of $100,000 dated January 24, 2007. The $400,000 note is secured by a portion
of STEN Credits dealer floorplan receivables with a face value equaling the
amount of the promissory note. The $100,000 note is unsecured, but is
unconditionally guaranteed by STEN Corporation. Additionally, on
February 13, 2007, STEN Credit entered into a credit agreement with R.W. Sabes
Investment, LLC that permits it to draw up to $3 million from time to time,
depending upon certain conditions relating to the collateral securing these
obligations. The obligations of STEN Credit are secured by substantially all of
the assets of STEN Credit, a guaranty by STEN Corporation and the obligations
of STEN Corporation under the guaranty are secured by substantially all of its
assets. On February 13, 2007, STEN Credit drew $1,845,845 under this credit
agreement. Any amount that is drawn under the R.W. Sabes Investment, LLC credit
agreement or under loan agreement with Citizens Independent Bank will be senior
to your notes while these lines of credit remain outstanding. We also may
obtain additional indebtedness at any time that will rank senior to the notes
you purchase. Further, we have in the past, and expect in the future, to enter
into funding commitments in connection with acquisitions, investments, and to
guaranty indebtedness of our subsidiaries. Our obligations under these types of
arrangements may continue for several years following an acquisition or
investment. These acquisition, investment and guaranty arrangements will rank
senior to your notes.

Because
of the subordination provisions of the notes, in the event of our bankruptcy,
liquidation or dissolution, our assets would be available to make payments to
you under the notes only after all payments had been made on all of our secured
and unsecured indebtedness and other obligations all of which are senior to the
notes. Sufficient assets may not remain after all such senior payments have
been made to make any payments to you under the notes, including payments of
interest when due or principal upon maturity.

There will be no trading market for
the notes, which may make it difficult for you to liquidate your investment in
the notes.

Your
ability to liquidate your investment is limited because of transfer
restrictions, the lack of a trading market and the limitation on repurchase
requests prior to maturity. Your notes may not be transferred without our prior
written consent. In addition, there will be no trading market for the notes.
Due to the restrictions on transfer of the notes and the lack of a market for
the sale of the notes, even if we permitted a transfer, you might be unable to
sell, pledge or otherwise liquidate your investment. Except in the case of
death or total permanent disability, repurchases of the notes prior to maturity
are subject to our approval and to repurchase penalties of up to three months
interest on notes with three-month maturities and up to six months interest on
notes with maturities of six months or longer. The total principal amount of
notes that we would be required to repurchase in any calendar quarter, for any
reason, will be limited to the greater of $1 million or 2% of the aggregate
principal amount of all notes outstanding at the end of the previous quarter.
See Description of the Notes  Repurchase Election upon Death or Total
Permanent Disability.

21

The notes will have
no sinking fund, security, insurance or guarantee.

There
is no sinking fund, security, insurance or guarantee of our obligation to make
payments on the notes. The notes are not secured by any of our assets. We will
not contribute funds to a separate account, commonly known as a sinking fund,
to make interest or principal payments on the notes. The notes are not
certificates of deposit or similar obligations of, and are not guaranteed or
insured by, any depository institution, the Federal Deposit Insurance
Corporation, the Securities Investor Protection Corporation, or any other
governmental or private fund or entity. Therefore, if you invest in the notes,
you will have to rely only on our cash flow from operations and other sources
of funds for repayment of principal at maturity or redemption and for payment
of interest when due. If our cash flow from operations and other sources of
funds are not sufficient to pay the notes, then you may lose all or part of
your investment. The notes are not expected to be rated by any credit rating
agency such as Fitchs, Moodys or Standard & Poors.

The
notes will automatically renew unless you request repayment.

Upon
maturity, the notes will be automatically renewed for the same term as your
maturing note and at an interest rate that we are offering at that time to
other investors with similar aggregate note portfolios for notes of the same
term, unless we notify you prior to the maturity date that we intend to repay
the notes or you notify us within 15 days after the maturity date that you want
your notes repaid or unless the renewal is not permitted because we have not
maintained qualification of the notes under applicable state securities laws.
This 15-day period will be automatically extended if you would otherwise be
required to make the repayment election at a time when we have determined that
a post-effective amendment to the registration statement of which this
prospectus is a part must be filed with the Securities and Exchange Commission,
but such post-effective amendment has not yet been declared effective. If notes
with the same term are not then being offered, the interest rate upon renewal
will be the rate specified by us on or before the maturity date, or the rate of
the existing note if no such rate is specified. The interest rate on your
renewed note may be lower than the interest rate of your original note. If your
note pays interest only at maturity, you can receive the accrued interest that
you have earned during the note term just ended while allowing the principal
amount of your note to roll over and renew for the same term at the interest
rate then in effect. To exercise this option, you will need to call, fax or
send a written request to our servicing agent. Any requests for repurchases
after your notes are renewed will be subject to our approval and to repurchase
penalties and the limitations on the amount of notes we would be willing to
repurchase in any calendar quarter.

If
we do not maintain an effective registration statement for or qualification of
the notes under applicable state securities laws or otherwise comply with
applicable state securities laws, the notes will not automatically renew.

As
a condition to the renewal of the notes, we must maintain an effective and
current registration statement covering the notes, maintain qualification of
the notes, or the notes must be exempt under the applicable securities laws of
the states in which certain investors live. We cannot assure you that we will
continue to maintain a current registration statement for or qualification of
the notes in any state or that the notes will be exempt under the securities
laws of any state. At the time of the maturity of each note, if a current
registration statement for or qualification of the notes is not in effect under
the laws of a state in which the holder of the note resides, or an exemption is
not available to us under the securities laws of such state, we will not be
permitted to automatically renew the note held by the investor living in such
state. If the notes may not be renewed because of our failure to maintain an
effective registration statement for or qualification of the notes under
applicable state securities laws or our failure to otherwise secure an
exemption for the renewal under applicable state securities laws, we will be
required to repay the notes, which we may not be able to do.

22

We
have incurred substantial indebtedness that is senior to the notes, and we have
the right to incur additional senior indebtedness, which may affect our ability
to repay the notes.

We
have incurred and continue to have the right to incur a substantial amount of
indebtedness senior to the notes. As of December 31, 2006, we had outstanding
indebtedness of $4,074,809, consisting of:


$1,400,000
  in notes from STEN Credit to Flash Motors relating to a consulting
  arrangement with Harry March, which were cancelled, along with the consulting
  agreement, in connection with a settlement agreement dated March 20, 2007 in
  exchange for the parties entering into a non-solicitation agreement and STEN
  Credit issuing a new note for $1,400,000 to Flash Motors;
two mortgage
  notes from our indirect subsidiary, BTAC Properties, Inc., to StanCorp
  Mortgage Investors, LLC for an aggregate of $1,924,809; and
borrowings
  of $750,000 under a loan agreement with Citizens Independent Bank dated
  January 18, 2006 and last amended January 8, 2007.While
$750,000 is the maximum available amount under the loan agreement with Citizens
Independent Bank, we may repay and reborrow these amounts from time to time
through the expiration of loan agreement.

Since
December 31, 2006, STEN Credit incurred $1,250,000 in debt, consisting of a
$750,000 loan from Crown Bank by a promissory note dated January 11, 2007 that
was repaid on February 13, 2007, and two notes from private lenders, one in the
principal amount of $400,000 dated January 2, 2007 one in the principal amount
of $100,000 dated January 24, 2007. Additionally, on February 13, 2007, STEN
Credit entered into a credit agreement with R.W. Sabes Investment, LLC that
permits it to draw up to $3 million from time to time, depending upon certain
conditions relating to the collateral securing these obligations.

This
indebtedness and any other indebtedness we incur could adversely affect our
financial condition and prevent us from fulfilling our obligations under the
notes by, among other things:


increasing
  our vulnerability to general adverse economic and industry conditions;
requiring us
  to dedicate a substantial portion of our cash flow from operations to
  payments on our indebtedness, including paying debt senior to the notes,
  thereby reducing amounts available for working capital, capital expenditures
  and other general corporate purposes;
limiting our
  flexibility in planning for, or reacting to, changes in our business and the
  industry in which we operate; placing us at a competitive disadvantage compared
  to our competitors that have less debt; and
limiting our
  ability to borrow additional funds.If
we do not generate sufficient operating profits, our ability to make required
payments on our senior debt, as well as on the debt represented by the notes
described in this prospectus, may be impaired. If we are unable to satisfy or
refinance our debt obligations as they come due, we may default on our debt
obligations.

We
may not be able to generate sufficient cash flow to service our outstanding
debt and fund operations.

Our
ability to make scheduled payments on our existing and future indebtedness,
including the notes described in this prospectus, will depend upon our
subsidiaries operating performance, which will be affected by general
economic, financial, competitive, legislative, regulatory and other factors
that are beyond our control. Our historical financial results have been, and
our future financial results are expected to be, subject to substantial
fluctuations. We cannot be sure that our subsidiaries will generate sufficient
cash flow from operations to enable us to service or reduce our indebtedness or
to fund our other liquidity needs. Further, a portion of our existing
indebtedness bears interest at rates that are higher than currently prevailing
market rates because we obtained this debt financing from private investors.
STEN Credit entered into two notes from private lenders, one in the principal
amount of $400,000 dated January 2, 2007, and one in the principal amount of
$100,000 dated January 24, 2007. The $400,000 note bears interest at
15.875% per annum and the $100,000 note bears interest at 16% per annum. On
February 13, 2007, STEN Credit entered into a credit agreement with R.W. Sabes
Investment, LLC that permits it to

23

draw up to $3
million from time to time, depending upon certain conditions relating to the
collateral securing these obligations. STEN Credit will pay interest at the
annual rate of 15% on the outstanding unpaid principal amounts drawn on the
credit agreement with R.W. Sabes Investment, LLC. Additionally, on March 20,
2007, STEN Credit entered into a settlement agreement relating to, among other
matters, termination of two notes to Flash Motors, Inc. of aggregate principal
of $1,400,000 in exchange for a non-solicitation agreement between STEN Credit
and Flash Motors, Inc. under which STEN Credit Corporation issued a note for
$1,400,000 to Flash Motors, Inc. that bears interest at a rate of 13% per
annum.

Because
of the relatively high interest rate of some of our debt, we must generate
greater cash flow from our businesses to fund payment of interest. Further,
some of our outstanding debt is due and payable in one lump sum at maturity,
rather than payable in installments over a period of time, which will require
us to manage our cash to cover debt repayment obligations. Our repayment
obligations may exceed the cash flow generated by our operations and financing
activities in the period immediately preceding the maturity of this debt.

Although
we believe that we will generate sufficient cash flow to make payments of
principal and interest on our indebtedness, as well as any additional debt we
incur and our obligations under the notes, there is no assurance that we will
be able to do so. If we do not generate sufficient cash flow, our ability to
make required payments on our senior debt, as well as on the debt represented
by the notes described in this prospectus, may be impaired. If we are unable to
generate sufficient cash flow in the future to service our debt, we may be
required to refinance all or a portion of our existing debt or obtain
additional financing. There can be no assurance that any such refinancing will
be available on commercially reasonable terms, particularly in view of our
anticipated high levels of indebtedness, if at all, or that any additional
financing can be obtained on satisfactory terms.

Our
management has broad discretion over the use of proceeds from the offering.

We
expect to use the proceeds from the offering to grow our STEN Credit business
of providing automobile loans to consumers and providing floorplan financing to
dealers, and to acquire businesses or assets related to our STEN Credit
business. We may also use the proceeds from the offering to develop our
EasyDrive Cars and Credit Buy Here/Pay Here retail used automobile sales
business. However, the indenture does not require us to use the proceeds from
the offering for any of these specific purposes. The proceeds of the offering
will also be used for other general corporate purposes, which may include the
payment of general and administrative expenses. Because no specific allocation
of the proceeds will be required in the indenture, our management will have broad
discretion in determining how the proceeds of the offering will be used, may
choose not to use the funds to pay down debt that is senior to the notes and
may not use the proceeds in ways that further any of our businesses or result
in cash flow for payment of our debt. See Use of Proceeds.

We
are subject to many restrictions in our agreements with Citizens Independent
Bank and R.W. Sabes Investment, LLC.

The
terms of our loan agreement with Citizens Independent Bank impose significant
operating and financial restrictions on us and our subsidiaries and require us
to meet certain financial tests including having a minimum working capital of
$500,000 and tangible net worth of not less than $5.0 million. As of the end of
each quarter, our maximum debt to worth ratio cannot exceed 1.5 to 1.0. This
means that the ratio of the amount of debt at any time under the Citizens
Independent Bank loan compared to our tangible net worth must be no higher than
1.5 to 1.0. The Citizens Independent Bank loan agreements terms and
restrictions may also be amended or supplemented from time to time without
requiring any notice to or consent of the holders of the notes or the trustee.

The
restrictions of the Citizens Independent Bank loan agreement may also
significantly limit or prohibit us from engaging in certain transactions or
agreements, including any transaction or agreement to:


make or
  contract to make capital expenditures, including leasehold improvements, in
  any fiscal year in excess of $750,000
  or incur liability for rentals of property in an amount which, together with
  capital expenditures, in any fiscal year exceed such sum;
create,
  incur or assume indebtedness for borrowed money, including capital leases;24


sell,
  transfer, mortgage, assign, pledge, lease, grant a security interest in, or
  encumber any of our assets or sell with recourse any of our accounts;
engage in
  any business activities substantially different than those in which we are
  presently engaged;
cease
  operations, liquidate, merge, transfer, acquire or consolidate with any other
  entity, change our name, dissolve or transfer or sell any collateral out of
  the ordinary course of business;
pay certain
  dividends on our stock;
loan, invest
  in or advance money or assets to any other person, enterprise or entity;
purchase,
  create or acquire any interest in any other enterprise or entity; or
incur any
  obligation as surety or guarantor other than in the ordinary course of
  business.Our
credit agreement with R.W. Sabes Investment, LLC also significantly restricts
the operations of STEN Credit. This credit agreement limits or prohibits STEN
Credit, without the consent of R.W. Sabes Investment, LLC, from taking actions
to:


waive,
  amend, or vary the terms of any account receivable, chattel paper or any
  other right to payment or waive or consent to a postponement or other than
  strict compliance on the part of any debtor, except in the normal course of business;
suffer to
  exist any lien (including any encumbrance or security interest) of any kind
  upon any of the collateral that is security for the debt to R.W. Sabes
  Investment, LLC;
sell,
  abandon or otherwise dispose of any material assets or consolidate with,
  merge into or with or sell (whether in one transaction or in a series of
  transactions) all or substantially all of its assets to any person;
advance
  funds to any person other than STEN Corporation, incur any indebtedness or enter
  into a guarantee with respect to the obligations of any person other than
  STEN Corporation;
acquire by
  purchase of stock or by purchase of assets in exchange for cash, shares of
  capital stock, or other securities of STEN Credit, any other company or all
  or any substantial division or portion of the assets and business of any
  other company; or
engage in
  any transaction with an affiliate of STEN Credit other than on arms length
  terms.These
restrictions may limit our ability to obtain additional sources of capital,
which may limit our ability to repay the notes. Complying with these covenants
may cause us to take actions that are not favorable to holders of the notes.
These restrictions on our business and the business of our subsidiaries may
have an adverse impact on our business activities, results of operations and
financial condition.

In
addition, the failure to comply with any of the covenants of agreements
relating to our outstanding debt, including covenants relating to indebtedness
ratios, or any of the covenants of the indenture would cause a default under
our loan agreement with Citizens Independent Bank and may cause a default under
the indenture or our other debt agreements that may be outstanding from time to
time. A default, if not waived, could result in acceleration of the related
indebtedness, in which case such debt would become immediately due and payable.

A
default or acceleration of one debt agreement may result in the default and
acceleration of our other debt agreements (regardless of whether we were in
compliance with the terms of such other debt agreements), providing the lenders
under such other debt agreements the right to accelerate the obligations due
under such other debt agreements. Accordingly, a default, whether by us or any
of our subsidiaries, could result in all of our outstanding debt becoming
immediately due and payable. If this occurs, we may not be able to repay our
debt or borrow sufficient funds to refinance our indebtedness. Even if any new
financing is available, it may not be on terms that are acceptable to us or it
may not be sufficient to refinance all of our indebtedness as it becomes due.
See Description of the Notes - Restrictive Covenants.

25

You
will have only limited protection under the indenture.

In
comparison to the restrictive covenants that are imposed on us by our loan
agreement with Citizens Independent Bank and other borrowing arrangements, the
indenture governing the notes contains relatively minimal restrictions on our
activities and contains only limited events of default other than our failure
to pay principal and interest on time. Because there are only very limited
restrictions and limited events of default under the indenture, we will not be
restricted from issuing additional debt senior to your notes or be required to
maintain any ratios of assets to debt in order to increase the likelihood of
timely payments to you under the notes. Further, if we default in the payment of
the notes or otherwise under the indenture, you will likely have to rely on the
trustee to exercise your remedies on your behalf. You may not be able to seek
remedies against us directly. See Description of the Notes - Events of
Default.

Our
right to redeem the notes prior to maturity may result in reinvestment risk for
you.

We
have the right to redeem any note at any time prior to its stated maturity upon
30 days written notice to you. The notes will be redeemed at 100% of the
principal amount plus accrued but unpaid interest up to but not including the
redemption date. Any such redemption may have the effect of reducing the income
or return on investment that any investor may receive on an investment in the
notes by reducing the term of the investment. If this occurs, you may not be
able to reinvest the proceeds at an interest rate comparable to the rate paid
on the notes. See Description of the Notes - Redemption or Repurchase Prior To
Stated Maturity.

Sumner
Harrington Ltd. may not remain the selling agent for the notes if the
distribution and management agreement is terminated.

The
distribution and management agreement between us and Sumner Harrington Ltd. may
be terminated by us upon prior notice. Therefore, it is not certain Sumner
Harrington Ltd. will be responsible for the marketing, sale and administration
of the notes for the duration of this offering. Other parties, including our
company, may take over the functions currently provided by Sumner Harrington
Ltd. Therefore, you should not rely on Sumner Harrington Ltd. continuously
being responsible for marketing, selling and administering the notes.

You
may be required to pay taxes on accrued interest on notes prior to receiving
cash interest payments.

Depending
on the interest rate and maturity date of your note, your note may be issued
with original issue discount. See Material Federal Income Tax Consequences 
Interest Income. In that case, during the period in which you hold the note,
you will be required to recognize ordinary interest income with respect to the
notes in excess of the stated interest paid on the notes, and the amount of
interest income reported to the Internal Revenue Service may differ from the
sum of your cash interest payments in some years. You should consult your tax
advisor to determine your tax obligations.

26

CAUTION
REGARDING FORWARD-LOOKING STATEMENTS

This
prospectus, including the documents that are incorporated by reference into
this prospectus, contain forward-looking statements intended to qualify for the
safe harbor from liability established by the Private Securities Litigation
Reform Act of 1995. Any statements that do not directly relate to historical
facts, including those regarding our plans, expectations, estimates, and
beliefs, constitute forward-looking statements. Forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical earnings or results from those presently
anticipated or projected. We wish to caution readers not to place undue
reliance on any forward-looking statements, which speak only as of the date
made. Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts. They often include words such
as believe, expect, anticipate, intend, plan, estimate, or
words of
similar meaning, or future or conditional verbs such as will, would,
should, could or may.

Forward-looking
statements give our expectations or predictions of future conditions, events or
results. They are not guarantees of future performance. By their nature,
forward-looking statements are subject to risks and uncertainties. A number of
factors, many of which are beyond our control, could cause actual conditions,
events or results to differ significantly from those described in the
forward-looking statements. The important factors that could cause our actual
results to include those discussed in Risk Factors in this prospectus and
those discussed in Risk Factors in any prospectus supplement. We encourage
you to read these sections carefully. We will not necessarily update
information in this prospectus or incorporated by reference into this
prospectus if any forward-looking statement turns out to be inaccurate. We do
not undertake and specifically decline any obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

RATIO OF
EARNINGS TO FIXED CHARGES


|                                                          |  |                             |          |                  |   |                 |   |                      |          |          |   |            |   |          |          |          |   |          |   |  |       |  |  |       |  |  |       | 
|--------------------------------------------------------- |  | --------------------------- | -------- | ---------------- | - | --------------- | - | -------------------- | -------- | -------- | - | ---------- | - | -------- | -------- | -------- | - | -------- | - |  | ----- |  |  | ----- |  |  | ----- | 
|                                                          |  | Proforma
  13-Weeks
  Ended |          | 13-Weeks
  Ended |   | Quarter
  Ended |   | Fiscal
  Year Ended  |         
|                                                          |  |                             |          |                  |   |                 |   |                      |         
|                                                          |  | 12/31/06                    |          | 12/31/06         |   | 12/31/05        |   | Proforma 
  10/01/06 |          | 10/01/06 |   | 09/30/05   |   | 09/30/04 |          | 09/30/03 |   | 09/30/02 |  
|                                                          |  |                             |          |                  |   |                 |   |                      |          |          |   |            |   |          |          |          |   |          |  
|                                                          |  |                             |          |                  |   |                 |   |                      |          |          |   |            |   |          |          |          |   |          |   |  |       |  |  |       |  |  |       | 
|Ratio of Earnings to Fixed Charges                        |  |                             |         |                  |   |                |   |                      |         |          |   |           |   |          |         |          |   |         |   |  | 1.05x |  |  | 1.20x |  |  | 1.69x | 
|                                                          |  |                             |          |                  |   |                 |   |                      |          |          |   |            |   |          |          |          |   |          |   |  |       |  |  |       |  |  |       | 
|Deficiency of Earnings Available to Cover
  Fixed Charges |  | $                           | (952,116 | )                | $ | (409,788        | ) | $                    | (104,537 | )        | $ | (2,456,435 | ) | $        | (287,122 | )        | $ | (447,496 | ) |  |       |  |  |       |  |  |       | 
|                                                          |  |                             |          |                  |   |                 |   |                      |          |          |   |            |   |          |          |          |   |          |   |  |       |  |  |       |  |  |       | 

For
purposes of calculating the ratios of earnings to fixed charges, earnings
represent income before income taxes, equity investments, extraordinary items
and fixed charges. Fixed charges represent interest expense plus such portion
of the rental expense as is representative of the interest factor. The ratios
and amounts noted above for October 1, 2006 (proforma) and the thirteen weeks
ended December 31, 2006 (proforma) reflect income (loss) from continuing
operations and interest on the notes, as if the notes had been outstanding as
of October 1, 2005. For ratios of earnings to fixed charges of less than
1.00x, the deficiency of earnings available to cover fixed charges represents
the aggregate increase in proforma earnings or decrease in proforma fixed
charges required to bring the ratio to 1.00x. 27   USE OF
PROCEEDS

If
all of the notes are sold, with original or aggregate maturities of two years
or more, we would expect to receive approximately $23 million of net proceeds
from this offering after deducting the selling agents commissions and
estimated offering expenses payable by us, including document fulfillment expenses
of $71,500, a maximum portfolio management fee of $562,500, and media placement
and management fees of $541,000 over the course of the notes. See Plan of
Distribution. The gross proceeds we receive in this offering, and therefore,
the net proceeds we may receive in this offering, may vary considerably
depending on the length of time we offer the notes, the maturities of the notes
sold, our expenses associated with offering the notes, as well as other
factors.

We
expect to use the proceeds from the offering to grow our Colfax Financial
business of providing automobile loans to consumers and providing floorplan
financing to dealers, and to acquire businesses or assets related to our Colfax
Financial business. We may also use the proceeds from the offering to develop
our EasyDrive Cars and Credit Buy Here/Pay Here retail used automobile sales
business. However, the indenture does not require us to use the proceeds for
these purposes or for any particular purpose. The proceeds of the offering will
also be used for other general corporate purposes, which may include the
payment of general and administrative expenses. Because no specific allocation
of the proceeds will be required in the indenture, we will have broad
discretion in determining how the proceeds of the offering will be used and may
choose not to use the funds to pay down debt that is senior to the notes.

DESCRIPTION OF
THE NOTES

General

The
notes we are offering will represent subordinated, unsecured debt obligations
of STEN Corporation. We will issue the notes under an indenture between us and
Wells Fargo Bank, National Association, as trustee. The terms and conditions of
the notes include those stated in the indenture and those made part of the
indenture by reference to the Trust Indenture Act of 1939. The following is a
summary of the material provisions of the indenture. For a complete
understanding of the notes, you should review the definitive terms and
conditions contained in the indenture, which include definitions of certain
terms used below. A copy of the indenture has been filed with the SEC as an
exhibit to the registration statement of which this prospectus is a part and is
available from us at no charge upon request.

The
notes will be subordinated in right of payment to the prior payment in full of
all our secured, unsecured, senior and subordinate debt and other financial
obligations, including contingent or deferred payment obligations incurred in
connection with acquisitions, whether outstanding on the date of the indenture
or incurred following the date of the indenture. Subject to limited
restrictions contained in the indenture discussed below, there is no limit
under the indenture on the amount of additional debt we may incur. See -
Subordination below.

The
notes are not secured by any collateral or lien and we are not required to
establish or maintain a sinking fund to provide for payments on the notes. See
No Security; No Sinking Fund below. In addition, the notes are not bank certificates
of deposit and are not insured by the Federal Deposit Insurance Corporation,
the Securities Investor Protection Corporation or any other agency or company.
You may select the amount (subject to a minimum principal amount of $1,000 in
increments of $1.00) and term (ranging from 3 months to 10 years) of the notes
you would like to purchase when you subscribe; however, depending upon our
capital requirements and the maximum amount of each type of note we are
offering, we may not always offer notes with the requested terms. See
Denomination and Term below. We will determine the rate at which we will
pay you interest on the notes at the time of subscription and the rate will be
fixed for the term of your note. Currently available rates will be set forth in
interest rate supplements to this prospectus. The interest rate will vary based
on the term to maturity of the note you purchase and the total principal amount
of all notes owned by you and your immediate family. We may change the interest
rates at which we are offering new or renewed notes based on market conditions,
the demand for notes and other factors. See Interest Rate below.

28

Upon
acceptance of your subscription to purchase notes, our servicing agent will
create an account in a book-entry registration and transfer system for you, and
credit the principal amount of your subscription to your account. Our servicing
agent will send you a purchase confirmation that will indicate our acceptance
of your subscription. You will have five business days from the postmark date
of your purchase confirmation to rescind your subscription. If your
subscription is rejected by us or our servicing agent, or if you rescind your
subscription during the rescission period, all funds deposited will be promptly
returned to you without any interest. See Book-Entry Registration and
Transfer and Rescission Right below. Investors whose subscriptions for notes
have been accepted and anyone who subsequently acquires notes in a qualified
transfer are referred to as holders or registered holders in this
prospectus and in the indenture. We may modify or supplement the terms of the
notes described in this prospectus in a supplement to the indenture and a
supplement to this prospectus. Except as set forth under Amendment, Supplement
And Waiver below, any modification or amendment will not affect notes
outstanding at the time of such modification or amendment.

Denomination

You
may purchase notes in the minimum principal amount of $1,000 or any amount in
excess of $1,000 in increments of $1.00. You will determine the original
principal amount of each note you purchase when you subscribe. You may not
cumulate purchases of multiple notes with principal amounts less than $1,000 to
satisfy the minimum denomination requirement.

Terms to Maturity

The
maximum aggregate principal amount of each note we may offer is as follows:



$
875,000


worth of three month notes

$
2,500,000


worth of six
  month notes

$
7,500,000


worth of one
  year notes

$
7,500,000


worth of two
  year notes

$
5,000,000


worth of
  three year notes

$
250,000


worth of
  four year notes

$
1,250,000


worth of
  five year notes

$
125,000


worth of ten
  year notesYou
will select the term of each note you purchase when you subscribe. You may
purchase multiple notes with different terms by filling in investment amounts
for more than one term on your subscription agreement. However, we may not
always sell notes with all of the above terms to maturity.

Interest Rate

The
rate of interest we will offer to pay you on notes at any particular time will
vary based upon market conditions, and will be determined by the length of the
term of the notes, the total principal amount of all notes owned by you and
your immediate family, our capital requirements and other factors described
below. The interest rate on a particular note will be determined at the time of
subscription or renewal, and then remain fixed for the original or renewal term
of the note. We will establish and may change the interest rates payable for
notes of various terms and at various investment levels in an interest rate
supplement to this prospectus. The notes will earn incrementally higher
interest rates when, at the time they are purchased or renewed, the aggregate
principal amount of the note portfolios of the holder and the holders
immediate family is at least $25,000, $50,000, $75,000 or $100,000. But, in
case of a renewal, the interest rates payable at the time may be lower due to
market conditions. The interest rates payable at each level of investment will
be set forth in an interest rate supplement to this prospectus. Immediate
family members include parents, children, siblings, grandparents, and
grandchildren. Members of sibling families are also considered immediate family
members if the holders sibling is also a note holder. An investor must
identify his or her immediate family members in the subscription agreement in
order to use

29

their notes to
determine the interest rate for such investors notes. Interest rates we offer
on the notes may vary based on numerous factors in addition to length of the
term and aggregate principal amount.

These factors
may include, but are not limited to:


the desire
  to attract new investors;
whether the
  notes exceed certain principal amounts;
whether the
  notes are being renewed by existing holders; and
whether the
  notes are beneficially owned by persons residing in particular geographic
  localities.Computation of
Interest

We
will compute interest on notes on the basis of a 365-day calendar year.
Interest will compound daily and accrue from the date of purchase. The date of
purchase will be the date we receive and accept funds if the funds are received
prior to 12:01 p.m. central time on a business day, or the next business day if
the funds are received on a non-business day or at or after 12:01 p.m. central
time on a business day. Our business days are Monday through Friday, except for
legal holidays in the State of Minnesota.

Interest Payment
Dates

At
the time your subscription agreement is completed, you may elect to have
interest paid either monthly, quarterly, semi-annually, annually or at maturity. If you choose
to have interest paid monthly, you may elect the day of the month on which
interest will be paid, subject to our approval. For all other payment periods,
interest will be paid on the same day of the month as the purchase date of your
note. You will not earn interest on any rescinded note. See --Rescission
Right below for additional information on your right to rescind your
investment.

The
period or day of interest payment for each note may be changed one time only by
the holder during the term of the note, subject to our approval. Requests to
change the election must be made in writing to our servicing agent and will be
effective no later than the first business day following the 45th day after the
election change request is received. No specific change in election form is
required and there is no charge to change the election once during the term of
a note. Any interest not paid on an interest payment date will be paid at
maturity.

Place and Method of
Payment

We
will pay principal and interest on the notes by direct deposit to the account
you specify in your subscription documents. We will not accept subscription
agreements from investors who are unwilling to receive their interest payments
via direct deposit. If the foregoing payment method is not available, principal
and interest on the notes will be payable at our principal executive office or
at such other place as we may designate for payment purposes.

Servicing Agent

We
have engaged Sumner Harrington Ltd., the investment banking firm that is helping
us sell the notes, to act as our servicing agent for the notes. Sumner
Harrington Ltd.s responsibilities as servicing agent will involve certain
administrative and customer service functions for the notes that we are
responsible for performing as the issuer of the notes. For example, as our
servicing agent, Sumner Harrington Ltd. will serve as our registrar and
transfer agent and will manage all aspects of the customer service function for
the notes, including handling all phone inquiries, mailing investment kits,
meeting with investors, processing subscription agreements, issuing quarterly
investor statements and redeeming and repurchasing notes. In addition, as
servicing agent, Sumner Harrington Ltd. will provide us with monthly reports
and analysis regarding the status of the notes, the marketing efforts and the
amount of notes that remain available for purchase and also will have the
ability to exercise discretion with respect to rejecting subscription
agreements.

30

Other
duties of Sumner Harrington Ltd. as our servicing agent under the distribution
and management agreement are described throughout this section and under Plan
of Distribution. As compensation for its services as servicing agent, we will
pay Sumner Harrington Ltd. an annual portfolio management fee equal to 0.25% of
the weighted average daily principal balance of the notes so long as Sumner
Harrington Ltd. is engaged as our servicing agent, subject to certain maximum
payment provisions set forth below in Plan of Distribution. The ongoing fee
will be paid monthly.

The
distribution and management agreement may be terminated by either party by
prior notice. Sumner Harrington Ltd.s duties and compensation as selling agent
under this agreement are described under Plan of Distribution. You may
contact our servicing agent with any questions about the notes at the following
address and telephone number:

Sumner Harrington Ltd.11100
  Wayzata Boulevard, Suite 170Minneapolis,
  MN 55305Telephone:
  (800) 234-5777Fax: (952)
  546-5585Book-Entry
Registration and Transfer

The
notes are issued in book entry form, which means that no physical note is
created. Evidence of your ownership is provided by written confirmation. Except
under limited circumstances described below, holders will not receive or be
entitled to receive any physical delivery of a certificated security or
negotiable instrument that evidences their notes. The issuance and transfer of
notes will be accomplished exclusively through the crediting and debiting of
the appropriate accounts in our book-entry registration and transfer system.
Our servicing agent will maintain the book-entry system.

The
holders of the accounts established upon the purchase or transfer of notes will
be deemed to be the owners of the notes under the indenture. The holder of the
notes must rely upon the procedures established by the trustee to exercise any
rights of a holder of notes under the indenture. Our servicing agent will
regularly provide the trustee with information regarding the establishment of
new accounts and the transfer of existing accounts. Our servicing agent will
also regularly provide the trustee with information regarding the total amount
of any principal and/or interest due to holders with regard to the notes on any
interest payment date or upon redemption.

On
each interest payment date, the servicing agent will credit interest due on
each account and direct payments to the holders through a paying agent. The
servicing agent will determine the interest payments to be made to the
book-entry accounts and maintain, supervise and review any records relating to
book-entry beneficial interests in the notes.

Book-entry
notations in the accounts evidencing ownership of the notes are exchangeable
for actual notes in principal denominations of $1,000 and any amount in excess
of $1,000 in increments of $1.00 and fully registered in those names as we
direct only if:


we, at our
  option, advise the trustee in writing of our election to terminate the
  book-entry system, or
after the
  occurrence of an event of default under the indenture, holders of more than
  50% of the aggregate outstanding principal amount of the notes advise the
  trustee in writing that the continuation of a book-entry system is no longer
  in the best interests of the holders of notes and the trustee notifies all
  registered holders of the occurrence of any such event and the availability
  of certificated securities that evidence the notes.Subject to the
exceptions described above, the book-entry interests in these securities will
not be exchangeable for fully registered certificated notes.

31

Rescission Right

A
purchaser of notes has the right to rescind his or her investment, without
penalty, upon written request to our servicing agent within five business days
from the postmark date of the purchase confirmation (but not upon transfer or
automatic renewal of a note). You will not earn interest on any rescinded note.
We will promptly return any funds sent with a subscription agreement that is
properly rescinded. A written request for rescission, if personally delivered
or delivered via electronic transmission, must be received by our servicing
agent on or prior to the fifth business day following the mailing of written
confirmation by us of the acceptance of your subscription. If mailed, the
written request for rescission must be postmarked on or before the fifth
business day following the mailing of such written confirmation by us.

In
addition, if your subscription agreement is accepted by our servicing agent at
a time when we have determined that a post-effective amendment to the
registration statement of which this prospectus is a part must be filed with
the Securities and Exchange Commission, but such post-effective amendment has
not yet been declared effective, our servicing agent will send to you at your
registered address a notice and a copy of the post-effective amendment once it
has been declared effective. You will have the right to rescind your investment
upon written request to our servicing agent within five business days from the
postmark date of the notice that the post-effective amendment has been declared
effective. We will promptly return any funds sent with a subscription agreement
that is properly rescinded without penalty, although any interest previously
paid on the notes being rescinded will be deducted from the funds returned to
you upon rescission. A written request for rescission, if personally delivered
or delivered via electronic transmission, must be received by our servicing
agent on or prior to the fifth business day following the mailing of the notice
that the post-effective amendment has been declared effective. If mailed, the
written request for rescission must be postmarked on or before the fifth
business day following the mailing of such notice.

The
limitations on the amount of notes that can be redeemed early in a single
calendar quarter described under Redemption or Repurchase Prior to Stated
Maturity below do not affect your rescission rights.

Right to Reject
Subscriptions

Our
servicing agent may reject any subscription for notes in its sole discretion.
If a subscription for notes is rejected, we will promptly return any funds sent
with that subscription, without interest.

Renewal or
Redemption at Maturity

Approximately
15, but not less than 10 days prior to maturity of your note, our servicing
agent will send you a written notice at your registered address indicating that
your note is about to mature and whether we will allow automatic renewal of
your note. If we allow you to renew your note, our servicing agent will also
send to you a current interest rate supplement and a current prospectus or
prospectus supplement if the prospectus has changed since the delivery of this
prospectus in connection with your original subscription or any prior renewal.
The interest rate supplement will set forth the interest rates then in effect.
The notice will recommend that you review the prospectus and any prospectus
supplement, along with the interest rate supplement, prior to exercising one of
the below options. If we do not send you a new prospectus, a new prospectus
will be sent to you upon request. Unless the election period is extended as described
below, you will have until 15 days after the maturity date to exercise one of
the following options:


You can do
  nothing, in which case your note will automatically renew for a new term
  equal to the original term at the interest rate in effect at the time of
  renewal. If your note pays interest only at maturity, all accrued interest
  will be added to the principal amount of your note upon renewal. For notes
  with other payment options, interest will be paid on the renewed note on the
  same schedule as the original note.
You can
  elect repayment of your note, in which case the principal amount will be
  repaid in full along with any accrued but unpaid interest. If you choose this
  option, your note will not earn interest on or after the maturity date.32


You can
  elect repayment of your note and use all or part of the proceeds to purchase
  a new note with a different term or principal amount. To exercise this
  option, you will need to complete a subscription agreement for the new note
  and mail it along with your request to our servicing agent. The issue date of
  the new note will be the maturity date of the old note. Any proceeds from the
  old note that are not applied to the new note will be sent to you.
If your note
  pays interest only at maturity, you can receive the accrued interest that you
  have earned during the note term just ended while allowing the principal
  amount of your note to roll over and renew for the same term at the interest
  rate then in effect. To exercise this option, you will need to contact the
  servicing agent by calling, faxing or sending a written request.The
foregoing options will be available to holders until termination or redemption
under the indenture and the notes by either the holder or us. Interest will accrue
from the first day of each renewed term. Each renewed note will retain all its
original provisions, including provisions relating to payment, except that the
interest rate payable during any renewal term will be the interest rate that is
being offered at that time to other holders with similar aggregate note
portfolios for notes of the same term as set forth in the interest rate
supplement delivered with the maturity notice. If similar notes are not then
being offered, the interest rate upon renewal will be the rate specified by us
on or before the maturity date, or the rate of the existing note if no such
rate is specified.

If
we notify the holder of our intention to repay a note at maturity, we will pay
the holder the principal amount and any accrued but unpaid interest on the
stated maturity date. Similarly, if, within 15 days after a notes stated
maturity date (or during any applicable extension of the 15 day period, as
described below), the holder requests repayment with respect to a note, we will
pay the holder the principal amount of the note plus accrued but unpaid
interest up to, but not including, the notes stated maturity date.

In
the event that a holders regularly scheduled interest payment date falls after
the maturity date of the note but before the date on which the holder requests
repayment, the holder may receive interest payments that include interest for
periods after the maturity date of the note. If this occurs, the excess
interest will be deducted from our final payment of the principal amount of the
note to the holder.

We
will initiate payment to any holder timely requesting repayment by the later of
the maturity date or five business days after the date on which we receive such
notice from the holder. Because payment is made by ACH transfer, funds may not
be received in the holders account for 2 to 3 business days. Requests for
repayment should be made to our servicing agent in writing.

From
time to time we will be required to file post-effective amendments to the
registration statement of which this prospectus is a part to update the
information it contains. If you would otherwise be required to elect to have
your notes renewed or repaid following their stated maturity at a time when we
have determined that a post-effective amendment must be filed with the
Securities and Exchange Commission but such post-effective amendment has not
yet been declared effective, the period during which you can elect renewal or
repayment will be automatically extended until ten days following the postmark
date of a notice that will be sent to you at your registered address by the
servicing agent that the post-effective amendment has been declared effective.
In the event that a holders regularly scheduled interest payment date falls
after the maturity date of the note but before the date on which the holder
requests repayment, the holder may receive an interest payment that includes
interest for periods after the maturity date of the note. If this occurs, the
excess interest will be deducted from our final payment of the principal amount
of the note to the holder. All other provisions relating to the renewal or
redemption of notes upon their stated maturity described above shall remain
unchanged.

Redemption or Repurchase
prior to Stated Maturity

The
notes may be redeemed prior to stated maturity only as set forth in the
indenture and described below. The holder has no right to require us to prepay
or repurchase any note prior to its maturity date as originally stated or as it
may be extended, except as indicated in the indenture and described below.

33

Redemption by Us

We
have the right to redeem any note at any time prior to its stated maturity upon
30 days written notice to the holder of the note. The holder of the note being
redeemed will be paid a redemption price equal to the outstanding principal
amount thereof plus accrued and unpaid interest up to but not including the
date of redemption without any penalty or premium. We may use any criteria we
choose to determine which notes we will redeem if we choose to do so. We are
not required to redeem notes on a pro rata basis.

Repurchase Election
upon Death or Total Permanent Disability

Notes
may be repurchased prior to maturity, in whole and not in part, at the election
of a holder who is a natural person (including notes held in an individual
retirement account), by giving us written notice within 45 days following the
holders total permanent disability, as established to our satisfaction, or at
the election of the holders estate, by giving written notice within 45 days
following his or her death. Subject to the limitations described below, we will
repurchase the notes within 10 days after the later to occur of the request for
repurchase or the establishment to our satisfaction of the holders death or
total permanent disability. The repurchase price, in the event of such a death
or total permanent disability, will be the principal amount of the notes, plus
interest accrued and not previously paid up to but not including the date of
repurchase. If spouses are joint registered holders of a note, the right to
elect to have us repurchase will apply when either registered holder dies or
suffers a total permanent disability. If the note is held jointly by two or
more persons who are not legally married, none of these persons will have the
right to request that we repurchase the notes unless all joint holders have
either died or suffered a total permanent disability. If the note is held by a
person who is not a natural person such as a trust, partnership, corporation or
other similar entity, the right to request repurchase upon death or total
permanent disability does not apply.

Repurchase
at request of holder. In addition to the right to
elect repurchase upon death or total permanent disability, a holder may request
that we repurchase one or more of the holders notes prior to maturity, in
whole and not in part, at any time by giving us written notice. Subject to
approval, at our sole discretion, and the limitations described below, we will
repurchase the holders note(s) specified in the notice within 10 days of
receipt of the notice. The repurchase price, in the event we elect to
repurchase the notes, will be the principal amount of the note, plus interest
accrued and not previously paid (up to but not including the date of
repurchase), minus a repurchase penalty. The early repurchase penalty for a
note with a three month maturity is the interest accrued on such note up to the
date of repurchase, not to exceed three months of simple interest at the
existing rate. The early repurchase penalty for a note with a maturity of six
months or longer is the interest accrued on such note up to the date of
repurchase, not to exceed six months of simple interest at the existing rate.
The penalty for early repurchase may be waived or reduced at the discretion of
our servicing agent.

Limitations
on requirements to repurchase. Our obligation to
repurchase notes prior to maturity for any reason will be subject to a calendar
quarter limit equal to the greater of $1 million or 2% of the total principal
amount of all notes outstanding at the end of the previous calendar quarter.
This limit includes any notes we repurchase upon death or total permanent
disability of the holder and any notes that we repurchase pursuant to the
holders right to elect repurchase. Repurchase requests will be honored in the
order in which they are received, to the extent possible, and any repurchase
request not honored in a calendar quarter will be honored in the next calendar
quarter, to the extent possible, since repurchases in the next calendar quarter
are also subject to these limits. For purposes of determining the order in
which repurchase requests are received, a repurchase request will be deemed
made on the later of the date on which it is received by us or, if applicable,
the date on which the death or total permanent disability is established to our
reasonable satisfaction.

Modifications
to repurchase policy. We may modify the
policies on repurchase in the future. No modification will affect the right of
repurchase applicable to any note outstanding at the time of any such
modification.

34

Transfers

The
notes are not negotiable debt instruments and, subject to certain exceptions,
will be issued only in book-entry form. The purchase confirmation issued upon
our acceptance of a subscription is not a certificated security or negotiable
instrument, and no rights of record ownership can be transferred without our
prior written consent. Ownership of notes may be transferred on our register
only as follows:


The holder
  must deliver written notice requesting a transfer to our servicing agent
  signed by the holder(s) or such holders duly authorized representative on a
  form to be supplied by our servicing agent.
We must
  provide our written consent to the proposed transfer.
We or our
  servicing agent may require a legal opinion from counsel satisfactory to the
  servicing agent that the proposed transfer will not violate any applicable
  securities laws.
We or our
  servicing agent may require a signature guarantee in connection with such
  transfer.Upon
transfer of a note, our servicing agent will provide the new holder of the note
with a purchase confirmation that will evidence the transfer of the account on
our records. We or our servicing agent may charge a reasonable service charge
in connection with the transfer of any note.

Quarterly
Statements; Investor Relations

Our
servicing agent will provide holders of the notes with quarterly statements,
which will indicate, among other things, the account balance at the end of the
quarter, interest credited, redemptions or repurchases made, if any, and the
interest rate paid during the quarter. These statements will be mailed not
later than the 10th business day following the end of each calendar quarter.
Our servicing agent may charge holders requesting additional copies of such
information a reasonable fee to cover the charges incurred in providing the
information.

Our
servicing agent will also manage customer service and investor relations with
respect to the notes. The servicing agent will manage:


Prospectus
  delivery and subscription procedures;
Inquiries
  from note holders;
Changes in
  address or account changes for note holders;
Preparing
  and issuing renewal and maturity notices for outstanding notes;
Reports and
  analyses to us, the trustee and note holders as applicable.The
servicing agent will also direct the paying agent to make interest and
principal payments on the notes, and direct the paying agent to issue Form
1099INTs to note holders. The servicing agent expects to develop a web site to
facilitate online offers and sales of notes.

Subordination

The
indebtedness evidenced by the notes, and any interest thereon, is subordinated
in right of payment to all of our senior debt. Senior debt means all of our
secured, unsecured, senior or subordinate indebtedness including commitments to
extend senior debt, as well as other financial obligations of the company,
whether outstanding on the date of this prospectus or incurred after the date
of this prospectus, whether such indebtedness is or is not specifically
designated as being senior debt in its defining instruments, other than the
existing notes and future offerings of additional renewable unsecured
subordinated notes issued under this indenture which will rank equally with the
notes. Any documents, agreements or instruments evidencing or relating to any
senior debt may be amended, restated, supplemented and/or renewed from time to
time without requiring any notice to or consent of any holder of notes or any
person or entity acting on behalf of any such holder or the trustee.

35

The
indenture does not prevent holders of senior debt from disposing of, or
exercising any other rights with respect to, any or all of the collateral
securing the senior debt. Any amount that is drawn under our loan agreement
with Citizens Independent Bank or our credit agreement with R.W. Sabes
Investment, LLC will be senior to your notes while this debt remains
outstanding. Further, any amounts we have guaranteed on behalf of our
subsidiaries and any amounts we may guarantee in the future on behalf of our
subsidiaries will be senior to your notes while such guarantees are in place.
The terms of the notes or the indenture do not impose any limitation on the
amount of senior debt or other indebtedness we may incur or guarantees we may
make, although our existing senior debt agreements may restrict us from
incurring new debt. Our current debt obligations and any future amounts we debt
may incur under our existing or future debt facilities, and any amounts we
guaranty or any future amounts we guaranty on behalf of our subsidiaries will
rank senior to your notes.

The
notes are not guaranteed by any of our subsidiaries. Accordingly, in the event
of a liquidation or dissolution of one of our subsidiaries, creditors of that
subsidiary will be paid in full, or provision for such payment will be made,
from the assets of that subsidiary prior to distributing any remaining assets
to us as a shareholder of that subsidiary. Therefore, in the event of
liquidation or dissolution of a subsidiary, no assets of that subsidiary may be
used to make payment to the holders of the notes until the creditors of that
subsidiary are paid in full from the assets of that subsidiary.

In
the event of any liquidation, dissolution or any other winding up of us, or of
any receivership, insolvency, bankruptcy, readjustment, reorganization or
similar proceeding under the U.S. Bankruptcy Code or any other applicable
federal or state law relating to bankruptcy or insolvency, or during the
continuation of any event of default on the senior debt, no payment may be made
on the notes until all senior debt has been paid in full or provision for such
payment has been made to the satisfaction of the senior debt holders. If any of
the above events occurs, holders of senior debt may also submit claims on
behalf of holders of the notes and retain the proceeds for their own benefit
until they have been fully paid, and any excess will be turned over to the
holders of the notes. If any distribution is nonetheless made to holders of the
notes, the money or property distributed to them must be paid over to the
holders of the senior debt to the extent necessary to pay senior debt in full.

We
will not make any payment, direct or indirect (whether for interest, principal,
as a result of any redemption or repurchase, at maturity, on default, or
otherwise), on the notes and any other indebtedness being subordinated to the
payment of the notes, and neither the holders of the notes nor the trustee will
have the right, directly or indirectly, to sue on or to enforce the indenture
or the notes, if a default or event of default under any senior debt has
occurred and is continuing, unless and until:


all defaults
  and events of default have been cured or waived or have ceased to exist; or
the end of
  the period commencing on the date the trustee receives written notice of
  default from a holder of the senior debt and ending on the earlier of:
179 days
  after such date; or
the date
  such default is waived by the holders of the senior debt or otherwise cured;
  or
the date of
  the trustees receipt of a written notice from the holder of senior debt
  terminating the payment blockage period.Provided,
however, that if any of the blockage events described above has occurred, a
senior debt holder may not block payments for more than 180 days out of any 360
day period. But, this 180-day limit applies only to senior debt holders that
join in a notice to block payment due to a senior debt default. If other senior
debt holders do not join or give notice of a payment blockage, these
non-joining senior debt holders may, if applicable, assert a default and a
180-day period will be calculated in accordance with the notice of default
provided by such non-joining senior debt holder.

In
addition to being unable to make payments on the notes, in case of default on
any senior debt, we cannot issue any new notes or renew any existing notes
without a waiver from the holder of senior debt or a written notice from the
senior debt holder terminating the payment blockage period.

36

Following,
waiver or termination of all blockage periods described above, the trustee may
thereafter sue on and enforce the indenture and the notes as long as any funds
paid as a result of any such suit or enforcement action shall be paid toward
the senior debt until it is indefeasibly paid in full before being applied to
the notes.

Until
all senior debt is paid in full or commitments to extend senior debt have
terminated, note holders cannot exercise any right to subrogate, or stand in
the shoes, of a senior debt holder with respect to any distributions on senior
debt. The indenture also requires that note holders agree that senior debt
holders have no liability to note holders for actions that senior debt holders
take in good faith to assert a default on senior debt, collect senior debt or
foreclose on security on senior debt.

No Security; No
Sinking Fund

The
notes are unsecured, which means that none of our tangible or intangible assets
or property, nor any of the assets or property of any of our subsidiaries, has
been set aside or reserved to make payment to the holders of the notes in the
event that we default on our obligations to the holders. In addition, we will
not contribute funds to any separate account, commonly known as a sinking fund,
to repay principal or interest due on the notes upon maturity or default.

Restrictive
Covenants

The
indenture contains certain limited restricted covenants that require us to
maintain certain financial standards and restrict us from certain actions as
set forth below.

The
indenture provides that, so long as the notes are outstanding:


we will
  maintain a positive net worth; and
we will not
  declare or pay any dividends or other payments of cash or other property to
  our shareholders (other than a dividend paid in shares of our capital stock
  on a pro rata basis to all our shareholders) unless no default and no event
  of default with respect to the notes exists or would exist immediately
  following the declaration or payment of the dividend or other payment.Consolidation,
Merger or Sale

The
indenture generally permits a consolidation or merger between us and another
entity. It also permits the sale or transfer by us of all or substantially all
of our property and assets. These transactions are permitted if:


the
  resulting or acquiring entity, if other than us, is a United States
  corporation, limited liability company or limited partnership and assumes all
  of our responsibilities and liabilities under the indenture, including the
  payment of all amounts due on the notes and performance of the covenants in
  the indenture; and
immediately
  after the transaction, and giving effect to the transaction, no event of
  default under the indenture exists.If
we consolidate or merge with or into any other entity or sell or lease all or
substantially all of our assets, according to the terms and conditions of the
indenture, the resulting or acquiring entity will be substituted for us in the
indenture with the same effect as if it had been an original party to the
indenture. As a result, the successor entity may exercise our rights and powers
under the indenture, in our name and we will be released from all our
liabilities and obligations under the indenture and under the notes.

Events of Default

The indenture
provides that each of the following constitutes an event of default:


failure to
  pay interest on a note within 15 days after the due date for such payment
  (whether or not prohibited by the subordination provisions of the indenture);37


failure to
  pay principal on a note within 10 days after the due date for such payment (whether
  or not prohibited by the subordination provisions of the indenture);
our failure
  to observe or perform any material covenant, condition or agreement or our
  breach of any material representation or warranty, but only after we have
  been given notice of such failure or breach and such failure or breach is not
  cured within 30 days after our receipt of notice;
defaults in
  certain of our other financial obligations that are not cured within 30 days;
  and
certain
  events of bankruptcy or insolvency with respect to us.If
any event of default occurs and is continuing (other than an event of default
involving certain events of bankruptcy or insolvency with respect to us), the
trustee or the holders of at least a majority in principal amount of the then
outstanding notes may by notice to us declare the unpaid principal of and any
accrued interest on the notes to be due and payable immediately. So long as any
senior debt is outstanding, however, and a payment blockage on the notes is in
effect, a declaration of this kind will not be effective, and neither the
trustee nor the holders of notes may enforce the indenture or the notes, except
as otherwise set forth above in - Subordination. In the event senior debt is
outstanding and no payment blockage on the notes is in effect, a declaration of
this kind will not become effective until the earlier of:


the day
  which is five business days after the receipt by us and the holders of senior
  debt of such written notice of acceleration; or
the date of
  acceleration of any senior debt.In
the case of an event of default arising from certain events of bankruptcy or
insolvency, with respect to us, all outstanding notes will become due and
payable without further action or notice. Holders of the notes may not enforce
the indenture or the notes except as provided in the indenture. Subject to
certain limitations, holders of a majority in principal amount of the then
outstanding notes may direct the trustee in its exercise of any trust or power.
The trustee may withhold from holders of the notes notice of any continuing
default or event of default (except a default or event of default relating to
the payment of principal or interest) if the trustee in good faith determines that
withholding notice would have no material adverse effect on the holders.

The
holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the trustee may, on behalf of the holders of all of
the notes, waive any existing default or event of default and its consequences
under the indenture, except:


a continuing
  default or event of default in the payment of interest on, or the principal
  of, a note held by a non-consenting holder; or
a waiver
  that would conflict with any judgment or decree.We
are required to deliver to the trustee within 120 days of the end of our fiscal
year a certificate regarding compliance with the indenture, and we are
required, upon becoming aware of any default or event of default, to deliver to
the trustee a certificate specifying such default or event of default and what
action we are taking or propose to take with respect to the default or event of
default.

Amendment,
Supplement and Waiver

Except
as provided in this prospectus or the indenture, the terms of the indenture or
the notes then outstanding may be amended or supplemented with the consent of
the holders of at least a majority in principal amount of the notes then
outstanding, and any existing default or compliance with any provision of the
indenture or the notes may be waived with the consent of the holders of a
majority in principal amount of the then outstanding notes.

Notwithstanding
the foregoing, an amendment or waiver with any of the following consequences
will not be effective unless each note holder consents:

38


reduces the
  aggregate principal amount of notes whose holders must consent to an
  amendment, supplement or waiver;
reduces the
  principal of or changes the fixed maturity of any note or alters the
  repurchase or redemption provisions or the price at which we shall offer to
  repurchase or redeem the note;
reduces the
  rate of or changes the time for payment of interest, including default
  interest, on any note;
waives a
  default or event of default in the payment of principal or interest on the
  notes, except a rescission of acceleration of the notes by the holders of at
  least a majority in aggregate principal amount of the then outstanding notes
  and a waiver of the payment default that resulted from such acceleration;
makes any
  note payable in money other than that stated in this prospectus;
makes any
  change in the provisions of the indenture relating to waivers of past
  defaults or the rights of holders of notes to receive payments of principal
  of or interest on the notes;
makes any
  change to the subordination provisions of the indenture that has a material
  adverse effect on holders of notes; modifies or eliminates the right of the
  estate of a holder or a holder to cause us to repurchase a note upon the
  death or total permanent disability of a holder; or
makes any
  change in the foregoing amendment and waiver provisions.Notwithstanding
the foregoing, without the consent of any holder of the notes, we and the
trustee may amend or supplement the indenture or the notes:


to cure any
  ambiguity, defect or inconsistency;
to provide
  for assumption of our obligations to holders of the notes in the case of a
  merger, consolidation or sale of all or substantially all of our assets;
to provide
  for additional uncertificated or certificated notes;
to make any
  change that does not adversely affect the legal rights under the indenture of
  any such holder, including but not limited to an increase in the aggregate
  dollar amount of notes which may be outstanding under the indenture;
to modify
  our policy regarding repurchases elected by a holder of notes prior to
  maturity and our policy regarding repurchase of the notes prior to maturity
  upon the death or total permanent disability of any holder of the notes, but
  such modifications shall not materially adversely affect any then outstanding
  notes; or
to comply
  with requirements of the SEC in order to effect or maintain the qualification
  of the indenture under the Trust Indenture Act.The Trustee

Wells
Fargo Bank, National Association has agreed to be the trustee under the
indenture. The indenture contains certain limitations on the rights of the
trustee, should it become one of our creditors, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
claim as security or otherwise. The trustee will be permitted to engage in
other transactions with us.

Subject
to certain exceptions, the holders of a majority in principal amount of the
then outstanding notes will have the right to direct the time, method and place
of conducting any proceeding for exercising any remedy available to the
trustee. The indenture provides that in case an event of default specified in
the indenture shall occur and not be cured, the trustee will be required, in
the exercise of its power, to use the degree of care of a reasonable person in
the conduct of his own affairs. Subject to such provisions, the trustee will be
under no obligation to exercise any of its rights or powers under the indenture
at the request of any holder of notes, unless the holder shall have offered to
the trustee security and indemnity satisfactory to it against any loss,
liability or expense.

39

Resignation or Removal
of the Trustee

The
trustee may resign at any time, or may be removed by the holders of a majority
of the aggregate principal amount of the outstanding notes. In addition, upon
the occurrence of contingencies relating generally to the insolvency of the
trustee or the trustees ineligibility to serve as trustee under the Trust
Indenture Act of 1939, as amended, we may remove the trustee. However, no
resignation or removal of the trustee may become effective until a successor
trustee has accepted the appointment as provided in the indenture.

Reports to Trustee

Our
servicing agent will provide the trustee with quarterly reports containing any
information reasonably requested by the trustee. These quarterly reports will
include information on each note outstanding during the preceding quarter,
including outstanding principal balance, interest credited and paid, transfers
made, any redemption or repurchase and interest rate paid.

No Personal
Liability of our or our Servicing Agents Directors, Officers, Employees and
Shareholders

No
director, officer, employee, incorporator or shareholder of ours or our
servicing agent, will have any liability for any of our obligations under the
notes, the indenture or for any claim based on, in respect to, or by reason of,
these obligations or their creation. Each holder of the notes waives and
releases these persons from any liability, including any liability arising
under applicable securities laws. The waiver and release are part of the consideration
for issuance of the notes. We have been advised that the waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

Service Charges

We
and our servicing agent may assess service charges for changing the
registration of any note to reflect a change in name of the holder, multiple
changes in interest payment dates or transfers (whether by operation of law or
otherwise) of a note by the holder to another person.

Additional
Securities

We
may offer additional classes of securities with terms and conditions different
from the notes currently being offered in this prospectus. We will amend or
supplement this prospectus if and when we decide to offer to the public any
additional class of security under this prospectus. If we sell the entire
principal amount of notes offered in this prospectus, we may register and sell
additional notes by amending this prospectus, but we are under no obligation to
do so.

Variations by State

We
may offer different securities and vary the terms and conditions of the offer
(including, but not limited to, different interest rates and service charges
for all notes) depending upon the state where the purchaser resides.

Backup Withholding

Backup
withholding, currently at a rate of 28%, will apply to any interest paid to any
investor who has not provided us with a social security number, employer
identification number, or other satisfactory equivalent in the subscription
agreement (or another document) or where the Internal Revenue Service has
notified us that backup withholding is otherwise required. See Material
Federal Income Tax Consequences - Reporting and Backup Withholding.

Lack of Liquidity

There
is not currently a trading market for the notes, and we do not expect that a
trading market for the notes will develop.

40

Satisfaction and
Discharge of Indenture

The
indenture shall cease to be of further effect upon the payment in full of all
of the outstanding notes and the delivery of an officers certificate to the
trustee stating that we do not intend to issue additional notes under the
indenture or, with certain limitations, upon deposit with the trustee of funds
sufficient for the payment in full of all of the outstanding notes.

Reports

We
currently file annual reports on Form 10-KSB containing financial statements
and quarterly reports on Form 10-QSB containing financial information for the
first three quarters of each fiscal year. We also furnish or file current
reports on Form 8-K for certain events involving our business. We will send
copies of these reports, at no charge, to any holder of notes who requests them
in writing.

Paying Agent

We
have appointed Wells Fargo to serve as paying agent for the notes. At our or
the servicing agents direction, Wells Fargo will pay principal and interest on
the notes under the terms of any applicable note, pursuant to the indenture and
prospectus. Wells Fargo must pay only amounts that we deposit for payment on
the notes. We will pay all fees and expenses in connection with the paying
agents services. Wells Fargo must maintain certain records of note holders
subscriptions and payments. We have also agreed to indemnify Wells Fargo
against any claims that arise from its services as paying agent except for
claims resulting from the paying agents negligence, bad faith or willful
misconduct.

MATERIAL U.S.
FEDERAL INCOME TAX CONSEQUENCES

The
following discussion describes the material United States federal income tax
consequences relating to the purchase of the notes from us and ownership and
disposition of the notes. The discussion is based upon the current provisions
of the Internal Revenue Code of 1986, as amended (the Code), regulations
issued under the Code and judicial or ruling authority, all of which are
subject to change that may be applied retroactively. The discussion does not
deal with note owners other than original purchasers from us. The discussion
assumes that the notes are held as capital assets within the meaning of Section
1221 of the Code and does not discuss the federal income tax consequences
applicable to all categories of investors, including banks, tax-exempt
organizations, insurance companies, dealers in securities or currencies,
persons that will hold notes as a position in a hedging, straddle or conversion
transactions, or persons that have a functional currency other than the U.S.
dollar, some of which may be subject to special rules. If a partnership holds
notes, the tax treatment of a partner will generally depend on the status of
the partner and on the activities of the partnership. Our counsel is of the
opinion that the following discussion of federal income tax consequences is correct
in all material respects. An opinion of our counsel, however, is not binding on
the Internal Revenue Service or the courts, and no rulings on any of the issues
discussed below will be sought from the Internal Revenue Services.

You
should consult your own tax advisor to determine the specific federal, state,
local and any other tax consequences applicable to you relating to your
purchase, ownership and disposition of the notes.

U.S. Holders

As used
herein, the term U.S. holder means a beneficial owner of a Note that is for
United States federal income tax purposes:

(1) an
individual who is a citizen or resident of the United States;

(2) a
corporation or an entity treated as a corporation for federal income tax
purposes, created or organized in or under the laws of the United States or of
any State thereof or the District of Columbia;

41

(3) an
estate, the income of which is subject to United States federal income taxation
regardless of its source; or

(4) a trust
that either (i) is subject to the primary supervision of a court within the
United States and over which one or more United States persons have authority
to control all of its substantial decisions, or (ii) was in existence on August
20, 1996 and has a valid election in effect under applicable Treasury
Regulations to be treated as a United States person.

If a
partnership (or other entity treated as a partnership for United States federal
tax purposes) holds our Notes, the United States federal income tax treatment
of a partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding
our Notes, you should consult your tax advisor.

Characterization of
Notes as Debt

The
following discussion assumes that the notes will be characterized as debt for
U.S. federal income tax purposes. If, contrary to this assumption, the Internal
Revenue Service successfully asserted that one or more of the notes did not
represent debt for U.S. federal income tax purposes, those notes might be
treated as equity interests. In that case, no distributions from us would be
deductible in computing our taxable income, except to the extent that any notes
or other securities were treated as debt and distributions to the related
holder were treated as payments of interest thereon. Further, distributions to
a holder of an interest in notes not treated as holding debt would be dividend
income to the extent of our current and accumulated earnings and profits. You
should consult your own tax advisor with regard to possible alternative
characterizations to you in your particular circumstances.

Interest Income

Stated
interest on a note will be includible in the gross income of a U.S. holder as
ordinary interest income at the time it is accrued or received in accordance
with such holders method of accounting for United States federal income tax
purposes.

If
you hold a note issued with original issue discount (OID), the provisions of
Sections 1271 through 1273 and 1275 of the Code will apply to that note. In
general, the amount of original issue discount on a note equals the excess of
the stated redemption price at maturity of the note over its issue price, if
such excess equals or exceeds 0.25% of the stated redemption price at maturity
multiplied by the number of complete years to maturity. The stated redemption
price at maturity of a note equals the sum of its principal amount plus all
other payments scheduled to be made thereunder, other than payments of stated
interest. The issue price of a note is generally the original cost of the
note.

If
a note is issued with OID, even if you are a cash method holder, you must
include in your gross income, as ordinary income, the daily portion of such OID
attributable to each day that you hold the note pursuant to the applicable Code
Sections and Treasury regulations promulgated thereunder. The amount of OID
included in income by the initial U.S. holder will be the sum of the daily
portions of OID with respect to such note for each day during the taxable year
(or portion of the taxable year) on which such U.S. holder held such note. The
daily portion of OID on a note is determined by allocating to each day in any
accrual period a ratable portion of the OID allocable to that accrual period.
The amount of OID allocable to each accrual period is generally equal to the
difference between (i) the product of the notes adjusted issue price at the
beginning of such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and appropriately
adjusted to take into account the length of the particular accrual period), and
(ii) the amount of any qualified stated interest payments allocable to such
accrual period. The adjusted issue price of a note at the beginning of any
accrual period is the sum of the issue price of the note plus the amount of OID
allocable to all prior accrual periods minus the amount of any prior payments
on the note that were not qualified stated interest payments. Under these
rules, you generally will have to include OID in income before the receipt of
cash attributable to that income.

42

Treatment Of
Dispositions Of Notes

Upon
the sale, exchange, retirement or other taxable disposition of a note, a U.S.
holder will recognize taxable gain or loss in an amount equal to the difference
between the amount realized on the disposition and the holders adjusted tax
basis in the note. A U.S. holders adjusted tax basis of a note generally will
equal such holders original cost for the note, increased by any accrued but
unpaid interest such holder previously included in income with respect to the
note and reduced by any principal payments such holder previously received with
respect to the note. Any gain or loss will be capital gain or loss, except for
gain representing accrued interest not previously included in such holders
income. The capital gain or loss will be long-term capital gain or loss if the
note has been held for more than one year. Capital gain or loss from a note
held for one year or less will be short-term capital gain or loss. Capital
losses generally may be used only to offset capital gains.

Non-U.S. Holders

The
following is a discussion of the material U.S. federal income and estate tax
consequences of the ownership and disposition of the notes by a holder that is
not a U.S. holder (a non-U.S. holder). Special rules, which are not discussed
here, apply to certain non-U.S. holders such as controlled foreign
corporations, passive foreign investment companies, persons eligible for
benefits under income tax conventions to which the United States is a party and
U.S. expatriates. Non-U.S. holders should consult their own tax advisors to
determine the U.S. federal, state, local and other tax consequences that may be
relevant to them in light of their particular circumstances.

For
purposes of this discussion, any interest income and any gain realized on the
sale, exchange, redemption, retirement or other taxable disposition of a note
will be considered U.S. trade or business income if such income or gain is
(1) effectively connected with the conduct of a trade or business in the United
States or (2) in the case of a treaty resident, attributable to a permanent
establishment (or in the case of an individual, to a fixed base) in the United
States.

Interest Income 
Non-U.S. Holders

Subject
to the discussion of backup withholding below, a non-U.S. holder will not be
subject to U.S. federal income tax (or any withholding thereof) in respect of
interest income (including original issue discount) on a note if each of the
following requirements is satisfied:

(1)
The non-U.S. holder certifies on IRS Form W-8BEN (or successor form), under
penalties of perjury, that it is not a U.S. person;

(2)
The non-U.S. holder does not actually or constructively own 10% or more of the
voting power of our stock; and

(3)
The non-U.S. holder is not a controlled foreign corporation (as defined for
U.S. federal income tax purposes) that is actually or constructively related to
us.

If
all of these conditions are not satisfied, a U.S. withholding tax currently at
a rate of 30% will apply to interest income (including original issue discount)
on the notes, unless either (1) an applicable income tax treaty reduces or
eliminates such tax or (2) the interest is U.S. trade or business income (as
defined above) and, in each case, the non-U.S. holder complies with applicable
certification requirements. In the case of the second exception, the non-U.S.
holder generally will be subject to U.S. federal income tax with respect to all
income from the notes on a net income basis in the same manner as a U.S.
holder, as described above. In addition, non-U.S. holders that are corporations
could be subject to a branch profits tax on such income. Special procedures and
certification requirements contained in Treasury regulations apply to
partnerships, trusts and intermediaries.

43

Treatment on
Dispositions of Notes  Non-U.S. Holders

Subject
to the discussion of backup withholding below and except to the extent that any
payments with respect to a note are attributable to accrued and unpaid interest
(which will be treated as discussed above in Interest Income  Non-U.S.
Holders), generally, a non-U.S. holder will not be subject to U.S. federal
income tax (or any withholding thereof) on any gain realized upon the sale,
exchange, redemption, retirement, conversion or other disposition of a note
unless:

(1)
such non-U.S. holder is an individual present in the United States for 183 days
or more in the taxable year of the sale, exchange, redemption, retirement or
other disposition and certain other conditions are met; or

(2)
the gain is U.S. trade or business income.

We
urge non-U.S. holders to consult their own tax advisors for information on the
impact of these withholding regulations.

Reporting and Backup
Withholding

In
general, information reporting requirements will apply with respect to certain
payments of principal and interest (including original issue discount) on the
notes and the proceeds of the sale of a note unless the U.S. holder is an
exempt recipient (such as a corporation). Backup withholding tax currently at a
rate of 28% will apply to such payments if a U.S. holder fails to provide its
correct taxpayer identification number (on IRS Form W-9 or a substitute Form
W-9) or certification of exempt status or fails to report in full dividend and
interest income.

In
general, a non-U.S. holder will not be subject to backup withholding with
respect to payments made by us with respect to the notes if the non-U.S. holder
has provided us with an IRS Form W-8BEN (or successor form), and we do not have
actual knowledge or reason to know that such non-U.S. holder is a U.S. person,
although such payments may be subject to certain information reporting. In
addition, no backup withholding or information reporting will be required
regarding the proceeds of the sale of notes made within the United States or
conducted through certain U.S. financial intermediaries if the payer receives
the IRS Form W-8 BEN and does not have actual knowledge or reason to know that
such non-U.S. holder is a U.S. person or the non-U.S. holder otherwise
establishes an exemption.

Any
amounts withheld under the backup withholding rules will be allowed as a refund
or credit against federal income tax provided the required information is
furnished to the IRS in a timely manner.

THE U.S. FEDERAL TAX DISCUSSION SET FORTH ABOVE MAY
NOT BE APPLICABLE IN LIGHT OF A HOLDERS PARTICULAR SITUATION. HOLDERS SHOULD
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE
BENEFICIAL OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE TAX
CONSEQUENCES UNDER STATE, LOCAL, FOREIGN, AND OTHER TAX LAWS AND THE POSSIBLE
EFFECTS OF CHANGES IN FEDERAL AND OTHER TAX LAWS.

44

PLAN OF DISTRIBUTION

Under
the terms and subject to the conditions contained in a distribution and
management agreement between us and Sumner Harrington Ltd., Sumner Harrington
Ltd. has agreed to serve as our selling agent and to use its best efforts to
sell the notes on the terms set forth in this prospectus. The selling agent is
not obligated to sell any minimum amount of notes or to purchase any of the
notes.

The
selling agent proposes to offer the notes to the public on our behalf on the
terms set forth in this prospectus and prospectus supplements. The selling
agent plans to market the notes directly to the public through newspaper,
radio, internet, direct mail and other advertising. In addition, our selling
agent will manage certain administrative and customer service functions
relating to the notes, including handling all inquiries from potential
investors, mailing investment kits, meeting with investors, processing
subscription agreements and responding to all written and telephonic questions
relating to the notes. Upon prior written notice to the selling agent, we may
elect to use a different selling agent or perform these duties ourselves. The
selling agents servicing responsibilities are described under Description of
the Notes - Servicing Agent.

We
have agreed to reimburse the selling agent for its out-of-pocket expenses
incurred in connection with the offer and sale of the notes, including document
fulfillment expenses, legal and accounting fees, regulatory fees, due diligence
expenses and marketing costs. We advanced $60,000 to the selling agent to be
applied toward the due diligence expenses. Under the terms of the distribution
and management agreement, we also will pay our selling agent a commission equal
to 3.00% of the principal amount of all notes sold. For notes with maturities
of two years or more, the entire 3.00% commission will be paid to the selling
agent at the time of issuance and no additional commission will be paid upon
renewal. For notes with maturities of less than two years, the gross 3.00%
commission will be paid in pro rata installments upon the original issuance and
each renewal, if any, over the first two years. Accordingly, the selling agent
will not receive the entire 3.00% gross commission on notes with terms of less
than two years unless the notes are successively renewed for two years. The
selling agent may engage or allow selected brokers or dealers to sell notes for
a commission, at no additional cost to us.

In
addition, as our servicing agent, Sumner Harrington Ltd. will manage certain
administrative and customer service functions related to the notes, including
serving as our registrar and transfer agent and handling all inquiries from
potential investors, mailing investment kits, meeting with investors,
processing subscription agreements and responding to all written telephonic
questions related to the notes. Upon prior written notice to the servicing
agent, we may elect to use a different servicing agent. The servicing agents responsibilities
are described under Descriptions of the Notes  Servicing Agent.

Under
the distribution and management agreement, we have also agreed to pay Sumner
Harrington Ltd. an annual portfolio management fee equal to 0.25% of the weighted
average principal balance of the notes outstanding for its services as
servicing agent. In exchange for the annual portfolio management fee, Sumner
Harrington Ltd. will manage all customer service functions concerning the notes
and act as an agent between us and the purchasers and holders of the notes. The
annual portfolio management fee also covers all costs relating to maintenance
of the investor relationship after the purchase of notes. This includes, among
other things, addressing all investor inquires regarding the notes, the
preparation of all confirmations, notices and statements to purchasers and
holders of the notes, the coordination of interest payments with us and the
paying agent, the establishment and maintenance of records relating to the notes,
the preparation of all reports, statements and analyses regarding the notes,
and all out-of-pocket expenses for the printing and mailing of confirmations,
notices and statements to the purchasers and holders of the notes. See
Description of the Notes - Servicing Agent. This ongoing fee will be paid
monthly. The amount of this fee will depend upon a number of variables,
including the pace at which notes are sold, the terms of the notes sold and
whether the notes are redeemed or repurchased.

The
distribution and management agreement may be terminated by either us or Sumner
Harrington Ltd. upon giving prior notice.

We
and the selling agent have engaged Sumner Harrington Agency, Inc., an
advertising and marketing affiliate of Sumner Harrington Ltd., to directly
provide or manage the advertising and marketing functions related to the sale
of the notes. These services include media planning, media buying, creative and
copy development, direct mail services, literature fulfillment, commercial
printing, list management, list brokering, advertising consulting,

45

efficiency analysis and other similar activities.
Sumner Harrington Agency, Inc. is compensated directly by us or its subservice
providers for these advertising and marketing services. This compensation is
consistent with accepted normal advertising and marketing industry standards
for similar services.

The
selling agent and its affiliate will only be compensated to the extent that
notes are sold in the offering. The table below summarizes the maximum possible
amounts of compensation or reimbursement that we will pay the selling agent and
its affiliate for services rendered in offering and selling the notes and
serving as the servicing agent and providing and managing the advertising and
marketing functions with regard to the notes. While actual amounts may differ
from the percentages and amounts shown in the table, in no event will the total
commission plus the total cost of the remaining line items exceed 8.00% of the
aggregate principal amount of the notes sold.

Compensation
  and Reimbursement

% of
  Offering

Amount(1)Total commissions

3.000
%(2)

$
750,000Selling agents legal counsel fees

0.300
%

$
75,000Document fulfillment expenses

0.286
%

$
71,500Annual portfolio management fee

2.250
%

$
562,500Media placement and management fee

2.164
%

$
541,000Total

8.000
%

$
2,000,000(1)
All amounts assume the sale
  of 100% of aggregate principal amount of notes offered and represent the
  maximum possible amount payable to the selling agent or its affiliate over
  the entire term of the offering. If less than 100% of the aggregate principal
  amount of the notes are sold in the offering, the amounts actually paid to
  the agent for commissions, annual portfolio management fees and media
  placement and management fees will be less. In no event will the compensation
  paid to the selling agent on its affiliate for commissions, annual portfolio
  management fees media placement and management fees and other categories
  exceed the percentage amounts shown, as applied to the notes actually sold.(2)
Assumes that each note with
  a term of less than two years is successively renewed for a total of two
  years.The
distribution and management agreement provides for reciprocal indemnification
between us and the selling agent, including the selling agents and our
officers, directors and controlling persons, against civil liabilities in
connection with this offering, including certain liabilities under the
Securities Act of 1933, as amended. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted pursuant to such
indemnification provisions, we have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

Market for the Notes

Prior
to the offering, there has been no public market for the notes. We do not
intend to list the notes on any securities exchange or include them for
quotation on Nasdaq.The selling agent is not obligated to
make a market in the notes and does not intend to do so. We do not anticipate
that a secondary market for the notes will develop.

The
foregoing is a summary of the material provisions relating to selling and
distribution of the notes in the distribution and management agreement. The
provisions of the distribution and management agreement relating to our
retention of Sumner Harrington Ltd. to act as our servicing agent in performing
our ongoing administrative responsibilities for the notes are described under
Description of the Notes. Any amendment to the distribution and management
agreement will be filed as an exhibit to an amendment to the registration
statement of which this prospectus is a part.

46

LEGAL OPINIONS

Lindquist
& Vennum P.L.L.P. will issue an opinion regarding the legality of the
securities offered by this prospectus.

EXPERTS

The
consolidated financial statements of STEN Corporation as of October 1, 2006 and
September 30, 2005, and for the years then ended have been incorporated by
reference herein in reliance upon the report of Virchow, Krause & Company,
LLP, independent registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

WHERE YOU CAN FIND MORE INFORMATION

We
file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SECs web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
100 F Street N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities.

We
incorporate by reference into this prospectus certain information that we
have filed with the SEC, which means that we disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained
in this prospectus updates the information incorporated by reference. In case
of a conflict or inconsistency between information set forth in this prospectus
and information incorporated by reference into this prospectus, you should rely
on the information contained in the document that was filed later. We incorporate
by reference the documents listed below:


Annual Report on Form 10-KSB for the year ended
  October 1, 2006 filed on December 21, 2006 and Amendment No. 1 to Annual
  Report on Form 10-KSB for the year ended October 1, 2006 filed on January 26,
  2007; and
Quarterly Report on Form 10-QSB for the period ended
  December 31, 2006 filed on February 14, 2007;
Definitive proxy statement for our 2007 annual
  meeting of shareholders filed on March 8, 2007; and
Current Report on Form 8-K dated February 15, 2007
  describing under Item 1.01 Entry into a Material Definitive Agreement our
  entry into leases for used car sales lots in Tucson, Arizona and Phoenix,
  Arizona, and under Item 8.01 Other Events disclosing certain risks
  applicable to our Buy Here/ Pay Here retail used car business;
Current Report on Form 8-K dated March 20, 2007
  describing (i) under Item 1.01 Entry Into a Material Definitive Agreement
  STEN Credit Corporations entry into a settlement agreement relating to,
  among other things, the termination of our consulting agreement with Flash
  Motors, Inc. and the termination of two notes issued to Flash Motors, Inc. in
  exchange for a non-solicitation agreement between STEN Credit Corporation and
  Flash Motors, Inc. under which STEN Credit Corporation issued a note for
  $1,400,000 to Flash Motors, Inc. and (ii) under Item 8.01 Other Events a
  change in the corporate name of our indirect subsidiary from Colfax
  Financial Corporation to STEN Credit Corporation.; and
Current Report on Form 8-K dated April 2, 2007
  describing under Item 8.01 Other Events the appointment of Robert Rolfson
  as the President and Chief Operating Officer of STEN Credit Corporation.47

We
will provide to each person, including any beneficial owner of the notes, to
whom this prospectus is delivered, a copy of any or all reports or documents
that have been incorporated by reference in this prospectus contained in the
registration statement but not delivered with the prospectus upon written or
oral request. We will deliver these reports or documents at no cost to the
requester. You may request these reports or documents by writing to or
telephoning us at:

STEN CorporationAttn: Chief Financial Officer10275 Wayzata Blvd., Suite 310Minnetonka, Minnesota 55305(952) 545-2776You
may also request these documents via email at info@stencorporation.com.

You
may also get these documents from our website under Investor Relations at
www.stencorporation.com under the Investors tab.

You should
rely only on the information included or incorporated by reference in this
prospectus or the prospectus supplement. We have not authorized anyone else to
provide you with different information. We may only use this prospectus to sell
securities if we also deliver a prospectus supplement. We are only offering
these securities in states where the offer is permitted. You should not assume
that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the dates on the front of those documents.
Information on our website is not a part of this prospectus or a prospectus
supplement.

48


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.
Other Expenses of Issuance and Distribution

The
following is an estimate, subject to future contingencies, of the expenses to
be incurred by the Registrant in connection with the issuance and distribution
of the securities being registered:

SEC registration fee

$
775NASD filing fee


5,500Legal fees and expenses*


75,000Trustee fees and expenses*


10,000Accounting fees and expenses*


25,000Blue Sky fees and expenses*


20,000Printing and engraving fees*


20,000Selling agents counsel fees and expenses


75,000Miscellaneous*


8,725Total

$
240,000* Estimated
pursuant to instruction to Item 511 of Regulation S-K.

ITEM 14.
Indemnification of Directors and Officers

Articles
of Incorporation.Articles XIV of the Articles of
Incorporation of STEN Corporation provide that to the fullest extent permitted
by the Minnesota Business Corporation Act, a director of this corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director.

Bylaws
Provisions. The registrants Bylaws require the
registrant to indemnify such persons, for such expenses and liabilities, in
such manner, under such circumstances, and to such extent, as required or
permitted by Minn. Stat. § 302A.521, as amended from time to time, or as
required or permitted by other provisions of law.

Statutory
Provisions.Section 302A.521 of the Minnesota
Business Corporation Act provides that a corporation shall indemnify a person
made or threatened to be made a party to a proceeding by reason of the former
or present official capacity of the person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements and reasonable expenses,
including attorneys fees and disbursements, incurred by the person in connection
with the proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person:

(1)
has not been
  indemnified by another organization or employee benefit plan for the same
  judgments, penalties, fines, including, without limitation, excise taxes
  assessed against the person with respect to an employee benefit plan,
  settlements and reasonable expenses, including attorneys fees and
  disbursements, incurred by the person in connection with the proceeding with
  respect to the same acts or omissions;(2)
acted in
  good faith;(3)
received no
  improper personal benefit and section 302A.255 (Director Conflicts of
  Interest), if applicable, has been satisfied;(4)
in the case
  of a criminal proceeding, had no reasonable cause to believe the conduct was
  unlawful; and(5)
in the case
  of acts or omissions occurring in the official capacity of a director or, for
  a person not a director, in the official capacity of an officer, committee
  member or employee, reasonably believedII-1

that the
  conduct was in the best interests of the corporation, or in the case of acts
  or omissions occurring in the official capacity of a director, officer,
  partner, trustee, employee or agent of another organization or employee
  benefit plan, reasonably believed that the conduct was not opposed to the
  best interests of the corporation. If the persons acts or omissions
  complained of in the proceeding relate to conduct as a director, officer,
  trustee, employee or agent of an employee benefit plan, the conduct is not
  considered to be opposed to the best interests of the corporation if the
  person reasonably believed that the conduct was in the best interests of the
  participants or beneficiaries of the employee benefit plan.ITEM 15.
Recent Sales of Unregistered Securities

November 2005 Stock
Sale

The
Company entered into two subscription agreements each dated November 15, 2005
relating to the sale to two investors of 222,222 shares of the Companys common
stock. On November 25, 2005 and November 28, 2005, the Company completed the
closing of a subscription agreement, with each investor delivering at the
closing the purchase price of $999,999 for the 222,222 shares to be issued to
such investor, or $4.50 per share. The proceeds from this private placement
were used, in part, to fund advances by the Companys subsidiary, STEN
Acquisition Corporation, under that certain Loan and Merger Option Agreement dated November 22,
2005, to Site Equities International, Inc and its wholly-owned subsidiary,
Paycenters, LLC. Based on the manner of sale and representations of the
investors, both of whom are accredited, the Company believes that pursuant to
Regulation D, this issuance was a private placement not involving any public
offering within the meaning of Section 4(2) of the Securities Act of 1933, as
amended, and was, therefore, exempt from the registration requirements thereof.

February 2007 Sabes
Financing

On
February 13, 2007, the Company and its indirect, wholly-owned subsidiary,
Colfax Financial Corporation (Colfax Financial) entered into a Credit
Agreement (the Credit Agreement) with R.W. Sabes Investment, LLC (Sabes)
under which Sabes will loan up to $3,000,000 to Colfax Financial, subject to a
defined borrowing base of Colfax Financial assets. Amounts borrowed under the
Credit Agreement are evidenced by a Secured Convertible Promissory Note (the
Note) that bears interest at a rate of 15% per annum and is due August 12,
2009. Principal and interest under the Note is convertible, at the option of
the holder, into shares of the Companys common stock at a rate of one share
for each $8.20 converted. As additional consideration for the Credit Agreement
transactions, the Company issued to Sabes a redeemable warrant to purchase
219,900 shares of the Companys common stock at an exercise price of $4.50 per
share (the Warrant). The Warrant may be exercised by the holder at any time
prior to March 1, 2012. The shares of common stock underlying the Warrant may
be redeemed by the Company in three separate tranches if the closing sales
price of the Companys common stock exceeds $6.00 per share for at least thirty
consecutive trading days, among other conditions. Based on the manner of sale
and representations of Sabes, including a representation as to its status as an
accredited investor within the meaning of Rule 501 of Regulation D, the Company
believes that the issuances of securities to Sabes in connection with the
Credit Agreement were private placements not involving any public offering
within the meaning of Section 4(2) of the Securities Act of 1933, as amended,
pursuant to Regulation D thereof, and were, therefore, exempt from the
registration requirements thereof.

II-2

ITEM 16.
Exhibits

The
following exhibits are filed or incorporated by reference as part of this
registration statement:

Exhibit
  Number

Description1.1

Distribution and Management Agreement between the
  Company, Sumner Harrington Ltd. and Sumner Harrington Agency, Inc. dated
  ___________, 2007 (1)3.1

Composite Restated Articles of Incorporation of the
  Company (incorporated by reference to Exhibit 3.1 to the Companys Quarterly
  Report on Form 10-QSB for the quarter ended March 31, 2000).3.2

Amended and Restated Bylaws effective February 23,
  1995 (incorporated by reference to Exhibit 3.1(b) to the Companys Annual
  Report on Form 10-KSB for the year ended September 30, 1998).4.1

Indenture between the Company and Wells Fargo Bank,
  National Association dated __________, 2007 (1)4.2

Form of Note (1)4.3

Form of Note Confirmation (1)4.4

Form of Subscription Agreement (1)4.5

Paying Agent Agreement between Wells Fargo Bank,
  National Association and STEN Corporation dated __________, 2007 (1)5.1

Opinion of Lindquist & Vennum P.L.L.P., counsel
  to the Registrant regarding the legality of the notes (1)8.1

Opinion of Lindquist & Vennum P.L.L.P., counsel
  to the Registrant as to certain federal income tax matters (1)10.1

Non-qualified Stock Option Agreement between Gary
  Copperud and the Company effective as of April 20, 1999 (incorporated by
  reference to Exhibit 10.22 to the Companys Annual Report on Form 10-KSB for
  the year ended September 30, 1999).10.2

Non-qualified Stock Option Agreement between Kenneth
  W. Brimmer and the Company effective as of April 20, 1999 (incorporated by
  reference to Exhibit 10.23 to the Companys Annual Report on Form 10-KSB for
  the year ended September 30, 1999).10.3

Mortgage Note dated December 15, 2000 issued in the
  amount of $975,000 by StanCorp. (Incorporated by reference to Exhibit 10.23
  of the Companys Annual Report on Form 10-KSB for September 30, 2002)10.4

Lease dated December 21, 2000, as amended by letter
  agreement dated March 6, 2001 by and between ZEP Properties, as Landlord, and
  Complient Corporation, as Tenant, as assigned to LifeSafe Services, Inc. on
  November 26, 2003 (incorporated by reference to Exhibit 10.2 to the Companys
  Current Report on Form 8-K dated November 26, 2003).10.5

Assignment of Real Estate Lease effective July 1,
  2004 between Burger Time Acquisition Corporation and Burger Time Corporation
  with Landlord Consent and Estoppel by Dallas Vandenboos and Janice Vandenboos
  (incorporated by reference to Exhibit 10.3 to the Companys Current Report on
  Form 8-K dated July 1, 2004).10.6

Closing Promissory Note dated November 8, 2004
  issued by Aspen Surgical Products, Inc. to Sterion Incorporated in the
  original principal amount of $500,000 (incorporated by reference to Exhibit
  10.2 of the Companys Current Report dated November 8, 2004).10.7

Transitional Services Agreement dated November 8,
  2004 between Sterion Incorporated and Aspen Surgical Products, Inc.
  (incorporated by reference to Exhibit 10.3 of the Companys Current Report
  dated November 8, 2004).10.8

Subordinated Promissory Note dated June 30, 2005 in
  the principal amount of $700,000 made by Life Safe Services, LLC to STEN
  Corporation (incorporated by reference to Exhibit 0.2 of the Companys
  Current Report on Form 8-K dated June 30, 2005).10.9

Guaranty dated June 30, 2005 by Patrick Hoene and
  Christine Hoene in favor of STEN Corporation (incorporated by reference to
  Exhibit 0.3 of the Companys Current Report on Form 8-K dated June 30, 2005).II-3

Exhibit
  Number

Description10.10

Mortgage, Assignment of Rents, Security Agreement
  Fixture Filing dated as of April 15, 2005 between BTAC Properties, Inc. and
  Standard Insurance Company (incorporated by reference to Exhibit 10.1 to the
  Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005
  (the June 2005 10-Q)).10.11

Note in the principal amount of $1,060,000 dated April
  15, 2005 payable to Standard Insurance Company and made by BTAC Properties,
  Inc., Gary Copperud and Kenneth W. Brimmer (incorporated by reference to
  Exhibit 10.2 to the June 2005 10-Q).10.12

Assignment of Lessors Interest in Leases dated as
  of April 15, 2005 between BTAC Properties, Inc. and Standard Insurance
  Company (incorporated by reference to Exhibit 10.3 to the June 2005 10-Q).10.13

Mortgage, Assignment of Rents, Security Agreement
  Fixture Filing dated April 25, 2005 between BTAC Properties, Inc. and
  Standard Insurance Company (incorporated by reference to Exhibit 10.4 to the
  June 2005 10-Q).10.14

Note dated April 25, 2005 in the principal amount of
  $995,000 payable to Standard Insurance Company and made by BTAC Properties
  Inc., Gary Copperud and Kenneth W. Brimmer (incorporated by reference to
  Exhibit 10.5 to the June 2005 10-Q).10.15

Assignment of Lessors Interest in Leases dated as
  of April 25, 2005 between BTAC Properties, Inc. and Standard Insurance
  Company (incorporated by reference to Exhibit 10.6 to the June 2005 10-Q).10.16

Loan and Merger Agreement dated November 22, 2005 by
  and between STEN Acquisition Corporation, Site Equities International, Inc.
  and Paycenters, LLC (incorporated by reference to Exhibit 10.1 to the
  Companys Form 8-K dated November 22, 2005 (the Paycenters 8-K).10.17

Amendment to Loan and Merger Option Agreement dated
  as of March 9, 2006 by and among STEN Acquisition Corporation, Site Equities
  International, Inc. and Paycenters, LLC (incorporated by reference to
  Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 9,
  2006).10.18

Promissory Note dated November 22, 2005 by Site
  Equities International, Inc. as maker and STEN Acquisition Corporation as
  payee (incorporated by reference to Exhibit 10.2 to the Paycenters 8-K).10.19

Guaranty dated November 22, 2005 by and between STEN
  Acquisition Corporation and Paycenters, LLC (incorporated by reference to
  Exhibit 10.3 to the Paycenters 8-K).10.20

Security Agreement dated November 22, 2005 by and
  between STEN Acquisition Corporation and Paycenters, LLC (incorporated by
  reference to Exhibit 10.4 to the Paycenters 8-K).10.21

Pledge Agreement dated November 22, 2005 by Site
  Equities International, Inc. in favor of STEN Acquisition Corporation
  (incorporated by reference to the Paycenters 8-K).10.22

Debt Subordination Agreement dated November 22, 2005
  by and between STEN Acquisition Corporation and Arthur Petrie (incorporated
  by reference to Exhibit 10.6 to the Paycenters 8-K).10.23

Form of Voting Agreement dated November 22, 2005 by
  each of Kenneth Antos, Mark Hill, and Arthur Petrie and STEN Acquisition
  Corporation (incorporated by reference to Exhibit 10.7 to the Paycenters
  8-K).10.24

Form of Letter of Understanding dated November 22,
  2005 between STEN Acquisition Corporation and each of Kenneth Antos and Mark
  Hill (incorporated by reference to Exhibit 10.8 to the Paycenters 8-K).10.25

Lease and Option to Purchase dated October 22, 2004
  between Burger Time Acquisition Corporation and Mark Fiechtner (relating to
  Watertown, South Dakota Burger Time location) (incorporated by reference to
  Exhibit 10.36 to the Companys Form 10-KSB for the year ended September 30,
  2005 (the 2005 10-KSB)).10.26

Purchase Agreement dated August 10, 2005 by and
  between STEN Corporation and OLD Holdings, LLC (incorporated by reference to
  Exhibit 10.37 to the 2005 10-KSB).10.27

Lease Agreement dated October 15, 2005 by and
  between STEN Corporation and OLD Holdings, LLC (incorporated by reference to
  Exhibit 10.38 to the 2005 10-KSB).10.28

Lease dated September 13, 2005 by and between Ambar,
  L.L.C. and STEN Corporation (incorporated by reference to Exhibit 10.39 to
  the 2005 10-KSB).II-4

Exhibit
  Number

Description10.29

Amendment No. 1 to Purchase Agreement dated December
  12, 2005 by and between STEN Corporation and OLD Holdings, LLC (incorporated
  by reference to Exhibit 10.40 to the 2005 10-KSB).10.30

Consultant and Non-Compete Agreement dated as of
  November 14, 2006 by and between Colfax Financial Corporation and Flash
  Motors, Inc. (incorporated by reference to Exhibit 10.40 to the Companys
  Form 10-KSB for the year ended October 1, 2006 (the 2006 10-KSB)).10.31

Asset Purchase Agreement dated as of November 14,
  2006 by and between Colfax Financial Corporation and Flash Motors, Inc.
  (incorporated by reference to Exhibit 10.41 to the 2006 10-KSB).10.32

Promissory Note dated November 14, 2006 from Colfax
  Financial Corporation as the maker and Flash Motors, Inc. as payee in the
  principal amount of $1,000,000 (incorporated by reference to Exhibit 10.42 to
  the 2006 10-KSB).10.33

Promissory Note dated November 14, 2006 from Colfax
  Financial Corporation as the maker and Flash Motors, Inc. as payee in the
  principal amount of $400,000 (incorporated by reference to Exhibit 10.43 to
  the 2006 10-KSB).10.34

Assignment and Transfer  Bill of Sale (JJ Ltd.
  William Hamen) from Flash Motors (d/b/a Colfax Financial) as assignor and
  Colfax Financial Corporation as assignee dated effective November 7, 2006
  (incorporated by reference to Exhibit 10.43 to the 2006 10-KSB).10.35

Business Loan Agreement (Asset Based) dated as of
  January 18, 2006 (Loan No. 4020716) by and between STEN Corporation and
  Citizens Independent Bank (incorporated by reference to Exhibit 10.1 to the
  Companys Quarterly Report on Form 10-QSB for the period ended December 31,
  2006 (the December 2006 10-Q)).10.36

Promissory Note dated January 18, 2006 by STEN
  Corporation as borrower and Citizens Independent Bank as lender in principal
  amount of $750,000 (incorporated by reference to Exhibit 10.2 to the December
  2006 10-Q).10.37

Commercial Security Agreement dated January 18, 2006
  by and between STEN Corporation and Citizens Independent Bank (incorporated
  by reference to Exhibit 10.3 to the December 2006 10-Q).10.38

Commercial Pledge Agreement dated January 18, 2006
  by and between STEN Corporation and Citizens Independent Bank (incorporated
  by reference to Exhibit 10.4 to the December 2006 10-Q).10.39

Commercial Loan/Note Amendment Agreement dated
  January 8, 2007 by and between STEN Corporation and Citizens Independent Bank
  (incorporated by reference to Exhibit 10.5 to the December 2006 10-Q).10.40

Credit Agreement dated February 13, 2007 among
  Colfax Financial Corporation, STEN Corporation and R.W. Sabes Investment, LLC
  (incorporated by reference to Exhibit 10.6 to the December 2006 10-Q).10.41

Secured Convertible Promissory Note dated February
  13, 2007 in principal amount of up to $3,000,000 by Colfax Financial
  Corporation as maker, R.W. Sabes Investment, LLC as holder and STEN
  Corporation as to the conversion feature (incorporated by reference to
  Exhibit 10.7 to the December 2006 10-Q).10.42

Security Agreement dated February 13, 2007 by Colfax
  Financial Corporation in favor of R.W. Sabes Investment, LLC (incorporated by
  reference to Exhibit 10.8 to the December 2006 10-Q).10.43

Parent Guaranty dated as of February 13, 2007 by STEN Corporation in favor of
  R. W. Sabes Investment, LLC (incorporated by reference to Exhibit 10.9
  to the December 2006 10-Q).10.44

Security Agreement by STEN Corporation in favor of R.
  W. Sabes Investment, LLC dated February 13, 2007 (incorporated by
  reference to Exhibit 10.10 to the December 2006 10-Q).10.45

Warrant to purchase 219,900 shares of Common Stock
  dated February 13, 2007 issued by STEN Corporation to R.W. Sabes Investment,
  LLC (incorporated by reference to Exhibit 10.11 to the December 2006 10-Q).10.46

Registration Rights Agreement dated February 13,
  2007 by and between STEN Corporation and R.W. Sabes Investment, LLC
  (incorporated by reference to Exhibit 10.12 to the December 2006 10-Q).10.47

Lease Agreement dated February 15, 2007 by and
  between STEN Corporation and JAML LTD., LLLP (incorporated by reference to
  Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 15,
  2007).II-5

Exhibit
  Number

Description10.48

Lease dated February 15, 2007 by and between Harry
  March and MWJ, Inc., as assigned to STEN Corporation on February 15, 2007
  (incorporated by reference to Exhibit 10.2 to the Companys Current Report on
  Form 8-K dated February 15, 2007).10.49

Settlement Agreement dated March 20, 2007 by and
  between Flash Motors, Inc. and STEN Credit Corporation (f/k/a Colfax
  Financial Corporation) (incorporated by reference to Exhibit 10.1 to the
  Companys Current Report on Form 8-K dated March 20, 2007 (the March 2007
  8-K)).10.50

Non-Solicitation Agreement dated as of March 20,
  2007 by and between STEN Credit Corporation (f/k/a Colfax Credit Corporation)
  and Flash Motors, Inc. (incorporated by reference to Exhibit 10.2 to the
  March 2007 8-K).10.51

Promissory Note dated March 1, 2007 in principal
  amount of $1,400,000 by STEN Credit Corporation (f/k/a Colfax Financial
  Corporation) as maker and Flash Motors, Inc. as holder (incorporated by
  reference to Exhibit 10.3 of the March 2007 8-K).12.1

Statement re Ratio of Earnings to Fixed Charges (1)23.1

Consent of Lindquist & Vennum P.L.L.P., counsel
  to the Registrant (included as part of Exhibit 5.1) (1)23.2

Consent of Virchow, Krause & Company, LLP (2)24.1

Powers of Attorney (included on signature pages) (1)25.1

Statement of Eligibility under the Trust Indenture
  Act of 1939, as amended, of Wells Fargo, National Association (1)(1)
Previously filed.(2)
Filed herewith.ITEM 17.
Undertakings

(a) The undersigned registrant hereby undertakes:(1) To file, during
  any period in which offers or sales are being made, a post-effective
  amendment to this registration statement:(i) to include any
  prospectus required by Section 10(a)(3) of the Securities Act of 1933;(ii)  to reflect in the prospectus any facts or
  events arising after the effective date of the registration statement (or the
  most recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  registration statement. Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range
  may be reflected in the form of prospectus filed with the Commission pursuant
  to Rule 424(b) if, in the aggregate, the changes in volume and price
  represent no more than a 20 percent change in the maximum aggregate offering
  price set forth in the Calculation of Registration Fee table in the
  effective registration statement; and(iii) to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement;(2) That, for the
  purpose of determining any liability under the Securities Act of 1933, each
  such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide
  offering thereof.II-6

(3) To remove from
  registration by means of a post-effective amendment any of the securities
  being registered which remain unsold at the termination of the offering.(5) That, for the
  purpose of determining liability under the Securities Act of 1933 to any
  purchaser:(i) If the registrant
  is relying on Rule 403B (§ 230.430B of this chapter):(A) Each prospectus filed by the registrant pursuant
  to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be
  part of the registration statement as of the date the filed prospectus was
  deemed part of and included in the registration statement; and(B) Each prospectus required to be filed pursuant to
  Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) of this
  chapter) as part of a registration statement in reliance on Rule 430B
  relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§
  230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing
  the information required by section 10(a) of the Securities Act of 1933 shall
  be deemed to be part of and included in the registration statement as of the
  earlier of the date such form of prospectus is first used after effectiveness
  or the date of the first contract of sale of securities in the offering
  described in the prospectus. As provided in Rule 430B, for liability purposes
  of the issuer and any person that is at that date an underwriter, such date
  shall be deemed to be a new effective date of the registration statement
  relating to the securities in the registration statement to which that
  prospectus relates, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof. Provided, however, that
  no statement made in a registration statement or prospectus that is part of
  the registration statement or made in a document incorporated or deemed
  incorporated by reference into the registration statement will, as to a
  purchaser with time of contract of sale prior to such effective date,
  supersede or modify any statement that was made in the registration statement
  or prospectus that was part of the registration statement or made in any such
  document immediately prior to such effective date; or(ii) If the registrant
  is subject to Rule 430C (§ 230.430C of this chapter), each prospectus filed
  pursuant to Rule 424(b) as part of a registration statement relating to an
  offering, other than registration statements relying on Rule 430B or other
  than prospectuses filed in reliance on Rule 430A (§ 230.430A of this
  chapter), shall be deemed to be part of and included in the registration
  statements as of the date it is first used after effectiveness. Provided,
  however, that no statement made in a registration statement or prospectus
  that is part of the registration statement or made in a document incorporated
  or deemed incorporated by reference into the registration statement will, as
  to a purchaser with a time of contract of sale prior to such first use,
  supersede or modify any statement that was made in the registration statement
  that was part of the registration statement or made in any such document
  immediately prior to such date of first use.(6) That, for the
  purpose of determining liability of the registrant under the Securities Act
  of 1933 to any purchaser in the initial distribution of the securities:The undersigned registrant undertakes that in a
  primary offering of securities of the undersigned registrant pursuant to this
  registration statement, regardless of the underwriting method used to sell
  the securities to the purchase, if the securities are offered or sold to such
  purchaser by means of any of the following communications, the undersigned
  registrant will be a seller to the purchase and will be considered to offer
  or sell such securities to such purchaser:(i) Any preliminary
  prospectus or prospectus of the undersigned registrant relating to the
  offering required to be filed pursuant to Rule 424 (§ 230.424 of this
  chapter);(ii) Any free writing
  prospectus relating to the offering prepared by or on behalf of the
  undersigned registrant or used or referred to by the undersigned registrant;II-7

(iii) The portion of
  any other free writing prospectus relating to the offering containing
  material information about the undersigned registrant or its securities
  provided by or on behalf of the undersigned registrant; and(iv) Any other
  communication that is an offer in the offering made by the undersigned
  registrant to the purchaser.(h) Insofar as
  indemnification for liabilities arising under the Securities Act of 1933 may
  be permitted to directors, officers, and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer, or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer, or controlling
  person in connection with the securities being registered, the Registrant
  will, unless in the opinion of its counsel the matter has been settled by
  controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.(i) The undersigned
  registrant hereby undertakes that:(1) For purposes of
  determining any liability under the Securities Act of 1933, the information
  omitted from the form of prospectus filed as part of this registration
  statement in reliance upon Rule 430A and contained in a form of prospectus
  filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
  Securities Act of 1933 shall be deemed to be part of this registration
  statement as of the time it was declared effective; and(2) For the purpose of
  determining any liability under the Securities Act of 1933, each
  post-effective amendment that contains a form of prospectus shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to
  be the initial bona fide offering thereof.(j) the undersigned
  registrant hereby undertakes to file an application for the purpose of
  determining the eligibility of the trustee to act under subsection (a) of
  Section 310 of the Trust Indenture Act (Act) in accordance with the rules
  and regulations prescribed by the Commission under Section 305(b)(2) of the
  Act.II-8

SIGNATURES

Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-1 and as duly caused this Amendment No. 1 to Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minnetonka and the State of Minnesota, on the
2nd day of April, 2007.

STEN
  CORPORATIONBy:
/s/ Kenneth W. BrimmerKenneth W.
  BrimmerPresident
  and Chief Executive OfficerPursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to
Registration Statement on Form S-1 has been signed by the following persons on
the dates indicated:

Signature

Title

Date/s/ Kenneth
  W. Brimmer

President
  and Chief Executive Officer

April 2,
  2007(principal
  executive officer)Kenneth W.
  Brimmer/s/ Mark F.
  Buckrey

Chief
  Financial Officer and Treasurer

April 2,
  2007(principal
  financial officer and principal accounting officer)Mark F.
  Buckrey/s/ Gary
  Copperud*

Director

April 2,
  2007Gary
  Copperud/s/ Allan D.
  Anderson*

Director

April 2,
  2007Allan D.
  Anderson/s/ Gervaise
  Wilhelm*

Director

April 2,
  2007Gervaise
  Wilhelm/s/ Jeffrey
  A. Zinnecker*

Director

April 2,
  2007Jeffrey A.
  Zinnecker*
By:
/s/ Kenneth W.
  BrimmerKenneth W.
  Brimmer, Attorney-In-FactII-9

The
following exhibits are filed or incorporated by reference as part of this
registration statement:

Exhibit Index

Exhibit
  Number

Description1.1

Distribution
  and Management Agreement between the Company, Sumner Harrington Ltd. and
  Sumner Harrington Agency, Inc. dated ___________, 2007 (1)3.1

Composite
  Restated Articles of Incorporation of the Company (incorporated by reference
  to Exhibit 3.1 to the Companys Quarterly Report on Form 10-QSB for the
  quarter ended March 31, 2000).3.2

Amended and
  Restated Bylaws effective February 23, 1995 (incorporated by reference to
  Exhibit 3.1(b) to the Companys Annual Report on Form 10-KSB for the year
  ended September 30, 1998).4.1

Indenture
  between the Company and Wells Fargo Bank, National Association dated
  ___________, 2007 (1)4.2

Form of Note
  (1)4.3

Form of Note
  Confirmation (1)4.4

Form of
  Subscription Agreement (1)4.5

Paying Agent
  Agreement between Wells Fargo Bank, National Association and STEN Corporation
  dated ___________, 2007 (1)5.1

Opinion of
  Lindquist & Vennum P.L.L.P., counsel to the Registrant regarding the
  legality of the notes (1)8.1

Opinion of
  Lindquist & Vennum P.L.L.P., counsel to the Registrant as to certain
  federal income tax matters (1)10.1

Non-qualified
  Stock Option Agreement between Gary Copperud and the Company effective as of
  April 20, 1999 (incorporated by reference to Exhibit 10.22 to the Companys
  Annual Report on Form 10-KSB for the year ended September 30, 1999).10.2

Non-qualified
  Stock Option Agreement between Kenneth W. Brimmer and the Company effective
  as of April 20, 1999 (incorporated by reference to Exhibit 10.23 to the
  Companys Annual Report on Form 10-KSB for the year ended September 30,
  1999).10.3

Mortgage
  Note dated December 15, 2000 issued in the amount of $975,000 by StanCorp.
  (Incorporated by reference to Exhibit 10.23 of the Companys Annual Report on
  Form 10-KSB for September 30, 2002)10.4

Lease dated
  December 21, 2000, as amended by letter agreement dated March 6, 2001 by and
  between ZEP Properties, as Landlord, and Complient Corporation, as Tenant, as
  assigned to LifeSafe Services, Inc. on November 26, 2003 (incorporated by
  reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated
  November 26, 2003).10.5

Assignment
  of Real Estate Lease effective July 1, 2004 between Burger Time Acquisition
  Corporation and Burger Time Corporation with Landlord Consent and Estoppel by
  Dallas Vandenboos and Janice Vandenboos (incorporated by reference to Exhibit
  10.3 to the Companys Current Report on Form 8-K dated July 1, 2004).10.6

Closing
  Promissory Note dated November 8, 2004 issued by Aspen Surgical Products,
  Inc. to Sterion Incorporated in the original principal amount of $500,000
  (incorporated by reference to Exhibit 10.2 of the Companys Current Report
  dated November 8, 2004).10.7

Transitional
  Services Agreement dated November 8, 2004 between Sterion Incorporated and
  Aspen Surgical Products, Inc. (incorporated by reference to Exhibit 10.3 of
  the Companys Current Report dated November 8, 2004).10.8

Subordinated
  Promissory Note dated June 30, 2005 in the principal amount of $700,000 made
  by Life Safe Services, LLC to STEN Corporation (incorporated by reference to
  Exhibit 0.2 of the Companys Current Report on Form 8-K dated June 30, 2005).10.9

Guaranty
  dated June 30, 2005 by Patrick Hoene and Christine Hoene in favor of STEN
  Corporation (incorporated by reference to Exhibit 0.3 of the Companys
  Current Report on Form 8-K dated June 30, 2005).II-10

Exhibit
  Number

Description10.10

Mortgage,
  Assignment of Rents, Security Agreement Fixture Filing dated as of April 15,
  2005 between BTAC Properties, Inc. and Standard Insurance Company
  (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report
  on Form 10-QSB for the quarter ended June 30, 2005 (the June 2005 10-Q)).10.11

Note in the
  principal amount of $1,060,000 dated April 15, 2005 payable to Standard
  Insurance Company and made by BTAC Properties, Inc., Gary Copperud and
  Kenneth W. Brimmer (incorporated by reference to Exhibit 10.2 to the June
  2005 10-Q).10.12

Assignment
  of Lessors Interest in Leases dated as of April 15, 2005 between BTAC
  Properties, Inc. and Standard Insurance Company (incorporated by reference to
  Exhibit 10.3 to the June 2005 10-Q).10.13

Mortgage,
  Assignment of Rents, Security Agreement Fixture Filing dated April 25, 2005
  between BTAC Properties, Inc. and Standard Insurance Company (incorporated by
  reference to Exhibit 10.4 to the June 2005 10-Q).10.14

Note dated
  April 25, 2005 in the principal amount of $995,000 payable to Standard
  Insurance Company and made by BTAC Properties Inc., Gary Copperud and Kenneth
  W. Brimmer (incorporated by reference to Exhibit 10.5 to the June 2005 10-Q).10.15

Assignment
  of Lessors Interest in Leases dated as of April 25, 2005 between BTAC
  Properties, Inc. and Standard Insurance Company (incorporated by reference to
  Exhibit 10.6 to the June 2005 10-Q).10.16

Loan and
  Merger Agreement dated November 22, 2005 by and between STEN Acquisition
  Corporation, Site Equities International, Inc. and Paycenters, LLC
  (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated
  November 22, 2005 (the Paycenters 8-K).10.17

Amendment to
  Loan and Merger Option Agreement dated as of March 9, 2006 by and among STEN
  Acquisition Corporation, Site Equities International, Inc. and
  Paycenters, LLC (incorporated by reference to Exhibit 10.1 to the Companys
  Current Report on Form 8-K dated March 9, 2006).10.18

Promissory
  Note dated November 22, 2005 by Site Equities International, Inc. as maker
  and STEN Acquisition Corporation as payee (incorporated by reference to
  Exhibit 10.2 to the Paycenters 8-K).10.19

Guaranty
  dated November 22, 2005 by and between STEN Acquisition Corporation and
  Paycenters, LLC (incorporated by reference to Exhibit 10.3 to the Paycenters
  8-K).10.20

Security Agreement
  dated November 22, 2005 by and between STEN Acquisition Corporation and
  Paycenters, LLC (incorporated by reference to Exhibit 10.4 to the Paycenters
  8-K).10.21

Pledge
  Agreement dated November 22, 2005 by Site Equities International, Inc.
  in favor of STEN Acquisition Corporation (incorporated by reference to the
  Paycenters 8-K).10.22

Debt
  Subordination Agreement dated November 22, 2005 by and between STEN
  Acquisition Corporation and Arthur Petrie (incorporated by reference to
  Exhibit 10.6 to the Paycenters 8-K).10.23

Form of
  Voting Agreement dated November 22, 2005 by each of Kenneth Antos, Mark Hill,
  and Arthur Petrie and STEN Acquisition Corporation (incorporated by reference
  to Exhibit 10.7 to the Paycenters 8-K).10.24

Form of
  Letter of Understanding dated November 22, 2005 between STEN Acquisition
  Corporation and each of Kenneth Antos and Mark Hill (incorporated by
  reference to Exhibit 10.8 to the Paycenters 8-K).10.25

Lease and
  Option to Purchase dated October 22, 2004 between Burger Time Acquisition
  Corporation and Mark Fiechtner (relating to Watertown, South Dakota Burger
  Time location) (incorporated by reference to Exhibit 10.36 to the Companys
  Form 10-KSB for the year ended September 30, 2005 (the 2005 10-KSB)).10.26

Purchase
  Agreement dated August 10, 2005 by and between STEN Corporation and OLD
  Holdings, LLC (incorporated by reference to Exhibit 10.37 to the 2005
  10-KSB).10.27

Lease
  Agreement dated October 15, 2005 by and between STEN Corporation and OLD
  Holdings, LLC (incorporated by reference to Exhibit 10.38 to the 2005
  10-KSB).10.28

Lease dated
  September 13, 2005 by and between Ambar, L.L.C. and STEN Corporation
  (incorporated by reference to Exhibit 10.39 to the 2005 10-KSB).II-11

Exhibit
  Number

Description10.29

Amendment
  No. 1 to Purchase Agreement dated December 12, 2005 by and between STEN
  Corporation and OLD Holdings, LLC (incorporated by reference to Exhibit 10.40
  to the 2005 10-KSB).10.30

Consultant
  and Non-Compete Agreement dated as of November 14, 2006 by and between Colfax
  Financial Corporation and Flash Motors, Inc. (incorporated by reference to
  Exhibit 10.40 to the Companys Form 10-KSB for the year ended October 1, 2006
  (the 2006 10-KSB)).10.31

Asset
  Purchase Agreement dated as of November 14, 2006 by and between Colfax
  Financial Corporation and Flash Motors, Inc. (incorporated by reference to
  Exhibit 10.41 to the 2006 10-KSB).10.32

Promissory
  Note dated November 14, 2006 from Colfax Financial Corporation as the maker
  and Flash Motors, Inc. as payee in the principal amount of $1,000,000
  (incorporated by reference to Exhibit 10.42 to the 2006 10-KSB).10.33

Promissory
  Note dated November 14, 2006 from Colfax Financial Corporation as the maker
  and Flash Motors, Inc. as payee in the principal amount of $400,000
  (incorporated by reference to Exhibit 10.43 to the 2006 10-KSB).10.34

Assignment
  and Transfer  Bill of Sale (JJ Ltd. William Hamen) from Flash Motors (d/b/a
  Colfax Financial) as assignor and Colfax Financial Corporation as assignee
  dated effective November 7, 2006 (incorporated by reference to Exhibit 10.43
  to the 2006 10-KSB).10.35

Business
  Loan Agreement (Asset Based) dated as of January 18, 2006 (Loan No. 4020716)
  by and between STEN Corporation and Citizens Independent Bank (incorporated
  by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-QSB
  for the period ended December 31, 2006 (the December 2006 10-Q)).10.36

Promissory Note
  dated January 18, 2006 by STEN Corporation as borrower and Citizens
  Independent Bank as lender in principal amount of $750,000 (incorporated by
  reference to Exhibit 10.2 to the December 2006 10-Q).10.37

Commercial
  Security Agreement dated January 18, 2006 by and between STEN Corporation and
  Citizens Independent Bank (incorporated by reference to Exhibit 10.3 to the
  December 2006 10-Q).10.38

Commercial
  Pledge Agreement dated January 18, 2006 by and between STEN Corporation and
  Citizens Independent Bank (incorporated by reference to Exhibit 10.4 to the
  December 2006 10-Q).10.39

Commercial
  Loan/Note Amendment Agreement dated January 8, 2007 by and between STEN
  Corporation and Citizens Independent Bank (incorporated by reference to Exhibit
  10.5 to the December 2006 10-Q).10.40

Credit
  Agreement dated February 13, 2007 among Colfax Financial Corporation, STEN
  Corporation and R.W. Sabes Investment, LLC (incorporated by reference to
  Exhibit 10.6 to the December 2006 10-Q).10.41

Secured
  Convertible Promissory Note dated February 13, 2007 in principal amount of up
  to $3,000,000 by Colfax Financial Corporation as maker, R.W. Sabes
  Investment, LLC as holder and STEN Corporation as to the conversion feature
  (incorporated by reference to Exhibit 10.7 to the December 2006 10-Q).10.42

Security
  Agreement dated February 13, 2007 by Colfax Financial Corporation in favor of
  R.W. Sabes Investment, LLC (incorporated by reference to Exhibit 10.8 to the
  December 2006 10-Q).10.43

Parent
  Guaranty
  dated as of February 13, 2007 by STEN Corporation in favor of R. W. Sabes
  Investment, LLC (incorporated by reference to Exhibit 10.9 to the
  December 2006 10-Q).10.44

Security
  Agreement by STEN
  Corporation in favor of R. W. Sabes Investment, LLC dated February 13, 2007
  (incorporated by reference to Exhibit 10.10 to the December 2006 10-Q).10.45

Warrant to
  purchase 219,900 shares of Common Stock dated February 13, 2007 issued by
  STEN Corporation to R.W. Sabes Investment, LLC (incorporated by reference to
  Exhibit 10.11 to the December 2006 10-Q).10.46

Registration
  Rights Agreement dated February 13, 2007 by and between STEN Corporation and
  R.W. Sabes Investment, LLC (incorporated by reference to Exhibit 10.12 to the
  December 2006 10-Q).10.47

Lease
  Agreement dated February 15, 2007 by and between STEN Corporation and JAML
  LTD., LLLP (incorporated by reference to Exhibit 10.1 to the Companys
  Current Report on Form 8-K dated February 15, 2007).II-12

Exhibit
  Number

Description10.48

Lease dated February 15,
  2007 by and between Harry March and MWJ, Inc., as assigned to STEN
  Corporation on February 15, 2007 (incorporated by reference to Exhibit 10.2
  to the Companys Current Report on Form 8-K dated February 15, 2007).10.49

Settlement
  Agreement dated March 20, 2007 by and between Flash Motors, Inc. and STEN
  Credit Corporation (f/k/a Colfax Financial Corporation) (incorporated by
  reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated
  March 20, 2007 (the March 2007 8-K)).10.50

Non-Solicitation
  Agreement dated as of March 20, 2007 by and between STEN Credit Corporation
  (f/k/a Colfax Credit Corporation) and Flash Motors, Inc. (incorporated by
  reference to Exhibit 10.2 to the March 2007 8-K).10.51

Promissory
  Note dated March 1, 2007 in principal amount of $1,400,000 by STEN Credit
  Corporation (f/k/a Colfax Financial Corporation) as maker and Flash Motors,
  Inc. as holder (incorporated by reference to Exhibit 10.3 of the March 2007
  8-K).12.1

Statement re
  Ratio of Earnings to Fixed Charges (1)23.1

Consent of
  Lindquist & Vennum P.L.L.P., counsel to the Registrant (included as part
  of Exhibit 5.1) (1)23.2

Consent of
  Virchow, Krause & Company, LLP (2)24.1

Powers of
  Attorney (included on signature pages) (1)25.1

Statement of
  Eligibility under the Trust Indenture Act of 1939, as amended, of Wells
  Fargo, National Association (1)(1)
Previously
  filed.(2)
Filed
  herewith.II-13