UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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Amendment No. 1 on Form 10-KSB/A to

FORM 10-KSB

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(Mark One)

[X]

ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended September 30, 2002



[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ______ to _______.



Commission File Number 0-18785

_____________________________



STERION INCORPORATED

(Exact name of small business issuer as specified in its charter)



Minnesota

41-1391803

(State or other jurisdiction of incorporation

(IRS Employer Identification No.)

or organization)

13828 Lincoln Street N.E., Ham Lake, Minnesota 55304

(Address of principal executive offices)



(763) 755-9516

(Issuers telephone number)



Securities registered under Section 12(b) of the Exchange Act:

None



Securities registered under Section 12(g) of the Exchange Act:   Common stock, Par Value $.01 Per Share

(Title of Class)



Three-Year common stock Purchase Warrant

(Title of Class)



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



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [   ]



State issuers revenues for its most recent fiscal year:      $9,574,660



Based upon the closing price of the issuers common stock as reported by The Nasdaq SmallCap Stock Market, the aggregate market value of such common stock held by nonaffiliates of the issuer as of December 18, 2002 was approximately $4,437,207.



As of December 18, 2002 the issuer had outstanding 1,667,837 shares of common stock, $.01 par value.





Documents Incorporated by Reference: None

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Explanatory Note:



Sterion Incorporated (the Company) is filing this Amendment No. 1 on Form 10-KSB/A to Form 10-KSB for the fiscal year ended September 30, 2002 for the purpose of amending Item 13 to file as an exhibit the proper form of the consent of Virchow, Krause, & Company, LLP, the Companys independent auditors.



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



(a) Exhibits



23.1

Consent of Virchow, Krause, & Company, LLP



99.1

Certificate pursuant to 18 U.S.C. §1350





ITEM 14.  CONTROLS AND PROCEDURES



(a)

Evaluation of Disclosure Controls and Procedures.

The Companys President, J. David Berkley, and Chief Financial Officer, Mark Buckrey, have reviewed the Company's disclosure controls and procedures within 90 days prior to the filing of this report.  Based upon this review, these officers believe that the Companys disclosure controls and procedures as currently implemented are effective in ensuring that material information related to the Company is made known to them by others within the Company.



(b)

Changes in Internal Controls.



As stated in the Companys Annual Report on Form 10-KSB for the year ended September 30, 2002, during the fourth quarter of the fiscal year ended September 30, 2002, and the preparation of its audited consolidated financial statements for inclusion in the Companys Annual Report on Form 10-KSB, management conducted a thorough review of the Companys internal controls.  As a result of the review, management instituted changes in the design and operation of several areas of the Company's internal controls and the process of these controls.  After the implementation of these new procedures and the internal review process, management again reviewed the Company's internal controls for the purposes of making the disclosures required by Item 14 of the Companys Form 10-KSB and the certifications required to be made in connection with the Companys Form 10-KSB.



The Companys President, J. David Berkley, and Chief Financial Officer, Mark Buckrey, believe that, as of the date of their most recent evaluation, there were no significant deficiencies in the design or operation of internal controls, and that subsequent to the date of their evaluation, there have been no significant changes affecting internal controls.

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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto authorized on January 7, 2002.



STERION INCORPORATED



By:  /s/ J. David Berkley



J. David Berkley

President







In accordance with the Exchange Act, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January 7, 2002.





/s/ J. David Berkley

President

J. David Berkley







/s/ Mark Buckrey

Chief Financial Officer

Mark Buckrey





/s/    Kenneth W. Brimmer*

Director

Kenneth W. Brimmer





/s/   Gary Copperud*

Director

Gary Copperud





/s/   Gervaise Wilhelm*

Director

Gervaise Wilhelm





/s/   Allan D. Anderson*

Director

Allan D. Anderson





*By:  /s/ J. David Berkley



Attorney-In-Fact

















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I, J. David Berkley, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Sterion Incorporated;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Date:  January 7, 2002

/s/J. David Berkley

J. David Berkley

President







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I, Mark Buckrey, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Sterion Incorporated;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Date:  January 7, 2002

/s/Mark Buckrey

Mark Buckrey

Chief Financial Officer