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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-K/A


AMENDMENT NO. 2





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|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------




For the fiscal year ended June 30, 2002





OR





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from   to





Commission File Number: 000-30083





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QUALSTAR CORPORATION


(Exact name of Registrant as specified in its charter)





California

95-3927330(State of Incorporation)

(I.R.S. Employer Identification No.)





3990-B Heritage Oak Court, Simi Valley, CA 93063


(Address of principal executive offices, including zip code)





Registrants telephone number, including area code: (805) 583-7744





Securities registered
pursuant to Section 12(b) of the Act: None





Securities registered pursuant to Section 12(g) of the Act:





Common Stock, without par value





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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.  Yes  x    No  ̈





Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x





As of October 24, 2002, the aggregate market value of the common equity held by non-affiliates of the registrant was approximately
$27,666,999.





The total shares of common stock without par value outstanding at October 24, 2002 was 12,656,101.





DOCUMENTS INCORPORATED BY REFERENCE





None





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PART II





ITEM 5.    Market for Registrants Common Stock and Related Stockholder Matters





Qualstar commenced its initial public offering of common stock on June 23, 2000. Qualstars common stock is quoted on the Nasdaq Stock Markets National Market (NASDAQ SymbolQBAK). The
following table sets forth the high and low closing sale prices of our common stock as reported by NASDAQ, during the periods indicated:





Period

Date Range

High

LowFiscal 2000:Fourth Quarter

June 23June 30, 2000

$
7.72

$
7.00Fiscal 2001:First Quarter

July 1September 30, 2000

$
13.50

$
7.00Second Quarter

October 1December 31, 2000

$
14.75

$
6.00Third Quarter

January 1March 31, 2001

$
9.13

$
5.31Fourth Quarter

April 1June 30, 2001

$
8.00

$
5.94Fiscal 2002:First Quarter

July 1September 30, 2001

$
6.92

$
4.45Second Quarter

October 1December 31, 2001

$
6.05

$
4.37Third Quarter

January 1March 31, 2002

$
7.61

$
5.94Fourth Quarter

April 1June 30, 2002

$
7.40

$
5.58





There were approximately 1,916 beneficial owners of Qualstars
common stock as of September 23, 2002.





Qualstar has declared no cash dividends during the periods reported.
Qualstar does not anticipate paying cash dividends in the foreseeable future, but intends to retain any future earnings for reinvestment in its business. Any future determination to pay cash dividends will be at discretion of our Board of Directors
and will be dependent upon Qualstars financial condition, results of operations, capital requirements, terms of any debt instruments then in effect and such other factors as our Board of Directors may deem relevant at the time.




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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.





Dated: December 11, 2002


QUALSTAR CORPORATIONBy:

/s/    WILLIAM J. GERVAISWilliam J. Gervais Chief Executive Officer and President




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Certification of Principal Executive Officer





I, William J. Gervais, certify that:





| | 1. |  | I have reviewed this amendment number 2 to the annual report on Form 10-K of Qualstar Corporation;
| | -- |  | --------------------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this amendment 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 amendment; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this amendment, 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 amendment.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|Date: |  | December 11, 2002
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/s/    WILLIAM J.
GERVAISWilliam J. Gervais Principal
Executive Officer




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Certification of Principal Financial Officer





I, Frederic T. Boyer, certify that:





| | 1. |  | I have reviewed this amendment number 2 to the annual report on Form 10-K of Qualstar Corporation;
| | -- |  | --------------------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this amendment 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 amendment; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this amendment, 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 amendment.
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|Date: |  | December 11, 2002
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/s/    FREDERIC T.
BOYERFrederic T. Boyer Principal
Financial Officer




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