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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 3)*


                             Stake Technology Ltd.
                             ---------------------
                                (Name of Issuer)
                                        
                           Common Stock, no par value
                         ------------------------------
                         (Title of Class of Securities)
                                        
                                  852559 10 3
                                 --------------
                                 (CUSIP Number)
                                        
                               December 21, 2001
            -------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)

         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                  [ ]    Rule 13d-1(b)

                  [X]    Rule 13d-1(c)

                  [ ]    Rule 13d-1(d)

         *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).


                        (Continued on following page(s))


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CUSIP NO. 852559 10 3                 13G                      PAGE 2 OF 5 PAGES
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  1     Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
        (Entities Only)
        
        Dennis W. Anderson
--------------------------------------------------------------------------------
  2     Check the Appropriate Box if a Member of a Group     (a) [ ]
        (See Instructions)                                   (b) [ ]


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  3     SEC Use Only


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  4     Citizenship or Place of Organization 

        Minnesota
--------------------------------------------------------------------------------
    Number of              
                           5       Sole Voting Power   

     Shares                        4,183,335                             
                           -----------------------------------------------------
   Beneficially            6       Shared Voting Power 
                                                                                
                                   0
     Owned by              -----------------------------------------------------
                           7       Sole Dispositive Power 

       Each                        4,183,335         
                           -----------------------------------------------------
     Reporting             8       Shared Dispositive Power


    Person With                    0
--------------------------------------------------------------------------------
  9     Aggregate Amount Beneficially Owned by Each Reporting Person 

        4,183,335               
--------------------------------------------------------------------------------
 10     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
        (See Instructions)  


--------------------------------------------------------------------------------
 11     Percent of Class Represented by Amount in Row (9)  
       
        11.2%         
--------------------------------------------------------------------------------
 12     Type of Reporting Person (See Instructions)        

        IN           
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CUSIP NO. 852559 10 3                 13G                      PAGE 3 OF 5 PAGES
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ITEM 1.

         (a)      NAME OF ISSUER:  STAKE TECHNOLOGY LTD.

         (b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:  
                  2838 HIGHWAY 7, NORVAL, ONTARIO CANADA L0P 1K0

ITEM 2.

         (a)      NAME OF PERSON FILING:  DENNIS W. ANDERSON

         (b)      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:  
                  C/O NORTHERN FOOD & DAIRY, INC., 
                  4601 COUNTY ROAD 13 NE, ALEXANDRIA, MN  56308

         (c)      CITIZENSHIP:  MINNESOTA

         (d)      TITLE OF CLASS OF SECURITIES:  COMMON STOCK, NO PAR VALUE

         (e)      CUSIP NUMBER:     852559 10 3

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 
                  13D-2(b), CHECK WHETHER THE PERSON FILING IS A:


         (a)      [ ]   Broker or Dealer registered under Section 15 of the Act.

         (b)      [ ]   Bank as defined in Section 3(a)(6) of the Act.

         (c)      [ ]   Insurance Company as defined in Section 3(a)(19) of the 
                        Act.

         (d)      [ ]   Investment Company registered under Section 8 of the
                        Investment Company Act of 1940.

         (e)      [ ]   Investment Adviser in accordance
                        with ss.240.13d-1(b)(1)(ii)(E).

         (f)      [ ]   Employee Benefit Plan or Endowment Fund in accordance
                        with ss.240.13d-1(b)(1)(ii)(F).

         (g)      [ ]   Parent Holding Company, in accordance with 
                        ss.240.13d-1(b)(ii)(G) (Note: See Item 7).

         (h)      [ ]   Savings Association as defined in Section 3(b) of the 
                        Federal Deposit Insurance Act.

         (i)      [ ]   Church Plan that is excluded from the definition of an
                        investment company under Section 3(c)(14) of the 
                        Investment Company Act of 1940.

         (j)      [ ]   Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).



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CUSIP NO. 852559 10 3                 13G                      PAGE 4 OF 5 PAGES
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ITEM 4.           OWNERSHIP:

                  (a) Amount beneficially owned: AS OF DECEMBER 21, 2001, MR.
                  ANDERSON HOLDS 3,806,335 SHARES OF THE ISSUER'S COMMON STOCK
                  AND HOLDS OPTIONS AND WARRANTS EXERCISABLE WITHIN 60 DAYS OF
                  DECEMBER 21, 2001 FOR THE PURCHASE OF 377,000 SHARES OF COMMON
                  STOCK OF THE ISSUER.

                  (b) Percent of Class: 11.2% BASED ON 36,827,828 SHARES OF
                  COMMON STOCK OUTSTANDING AS OF NOVEMBER 1, 2001 AS REPORTED IN
                  THE ISSUER'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER
                  ENDED SEPTEMBER 30, 2001 AND ASSUMING EXERCISE OF ALL 377,000
                  OPTIONS AND WARRANTS HELD BY MR. ANDERSON EXERCISABLE WITHIN
                  60 DAYS OF DECEMBER 21, 2001.

                  (c) The Reporting Person has the power to vote or dispose of 
                  the shares as follows:

                           (i)      Sole power to vote or direct the vote:
                                    4,183,335, INCLUDES OPTIONS AND WARRANTS TO
                                    PURCHASE 377,000 SHARES

                           (ii)     Shared power to vote or direct the vote: 0

                           (iii)    Sole power to dispose or direct the
                                    disposition: 4,183,335, INCLUDES OPTIONS AND
                                    WARRANTS TO PURCHASE 377,000 SHARES

                           (iv)     Shared power to dispose or direct the
                                    disposition: 0


ITEM 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                  NOT APPLICABLE


ITEM 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER 
                  PERSON:

                  NOT APPLICABLE


ITEM 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
                  ACQUIRED THE SECURITY REPORTED ON BY THE PARENT HOLDING 
                  COMPANY:

                  NOT APPLICABLE


ITEM 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

                  NOT APPLICABLE


ITEM 9.           NOTICE OF DISSOLUTION OF GROUP:

                  NOT APPLICABLE




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CUSIP NO. 852559 10 3                 13G                      PAGE 5 OF 5 PAGES
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ITEM 10.          CERTIFICATION:

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were not acquired
                  and are not held for the purpose of or with the effect of
                  changing or influencing the control of the issuer of
                  securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.


                                    Signature

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Date:    January 9, 2002               /s/  Dennis W. Anderson 
                                       -----------------------------------------
                                       Dennis W. Anderson