SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 ---------------

                                   FORM 10-K/A

 X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
    ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       OR

___ TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF  THE SECURITIES AND
    EXCHANGE ACT OF 1934

    For the transition period from __________ to __________

                          Commission File Number: 08354


                            nStor Technologies, Inc.
             (exact name of registrant as specified in its charter)

                               Delaware 95-2094565
                (State of Incorporation) (I.R.S. Employer ID No.)

                6190 Corte Del Cedro, Carlsbad, California, 92009
                    (Address of principal executive offices)

Registrant's  telephone  number,  including area code:  760-683-2500
Securities registered pursuant to Section 12(b) of the Act:


                                               Name of each exchange
       Title of each class                      on which registered
             None                                       None


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

                     Common Stock, par value $0.05 per share
                                (Title of class)

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 check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act):

                                Yes ____ No X


<PAGE> 2


                AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK
                     HELD BY NONAFFILIATES OF THE REGISTRANT

Common  Stock,  par value $.05 per share (Common  Stock),  was the only class of
voting common equity of the Registrant  outstanding on December 31, 2002.  Based
on the last  sales  price of the Common  Stock on the  American  Stock  Exchange
(AMEX) on June 28, 2002 ($.23),  the aggregate market value of the approximately
36,959,000 shares of the voting Common Stock held by non-affiliates on that date
was approximately $8.5 million.



              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  Registrant  has filed all  documents  and
reports  required  to be filed by  Section  12,  13, or 14(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                Yes ____ No ____



                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

             153,091,995 shares of Common Stock, par value $.05 per
                  share, were outstanding as of April 15, 2003.



                       DOCUMENTS INCORPORATED BY REFERENCE

Indicate by 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. [ ]


<PAGE> 3


                                  PART I AND II

Registrant  incorporates by reference,  Parts I and II of Registrant's Form 10-K
for the year ended  December 31, 2002,  filed with the  Securities  and Exchange
Commission on March 28, 2003.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

                                   MANAGEMENT

        Directors and Executive Officers of the Company - Set forth below is the
name,  age,  position  with us,  the year in which each was first  appointed  or
elected an officer or director,  and certain other  information  with respect to
each of our directors and executive officers:
<TABLE>
<CAPTION>

                                                                          Director         Officer
 Name                      Age                Position                     Since             Since
-------------------       -----     --------------------------------   --------------     ----------
<S>                        <C>      <C>                                <C>                <C>
H. Irwin Levy              76       Chairman of the Board and
                                    Chief Executive Officer             1998 (1)          June 2001

Stanley Brenner            77       Director                            February 2003         -

Guy Carbonneau             41       Senior Vice President, Hardware
                                    Engineering                               -           April 2002

Roger H. Felberbaum        60       Director                            February 2000         -

John E. Gates              65       Chief Executive Officer and
                                    President of Stonehouse
                                    Technologies, Inc.                        -           June 2002

David L. Geene             50       Senior Vice President, Sales and
                                    Marketing                                 -           April 2002

Bernard R. Green           84       Director                            May 1997              -

Thomas L. Gruber           58       Acting President and Chief
                                    Operating and Financial Officer           -           2001 (2)

Jack Jaiven                56       Vice President, Treasurer                 -           1999 (3)

Bruce E. Menn              57       Vice President, Customer
                                    Satisfaction                              -           April 2002

Michael L. Wise            60       Director                            1989 (4)             (4)
----------------
</TABLE>


(1)        Mr. Levy was elected as our  Chairman  of the Board of  Directors  in
           April 2003 following the death of Maurice A.  Halperin.  He served as
           Vice  Chairman  from August 2001 until April 2003 and as our Chairman
           of the Board of  Directors  from 1987  until  July 1991 and from June
           1998 until August 2001.
(2)        Mr. Gruber was appointed Vice President,  Finance and Chief Financial
           Officer in August 2001.  In February  2002,  Mr. Gruber was appointed
           Acting  President and Chief  Operating  Officer,  retaining his Chief
           Financial Officer position.
(3)        Mr. Jaiven  previously  served as Vice President and Chief  Financial
           Officer  from July 1989  until  June 1991,  from  January  1997 until
           October 1997 and from July 1999 until July 2001.
(4)        Mr. Wise  previously  served as our  President  from March 1989 until
           December  1990 and from  October  1992 until July 1996.  He served as
           Vice  President  from June 1998 to November  1999.  He also served as
           Chairman of the Board of Directors from July 1991 until June 1998 and
           Vice Chairman of the Board of Directors from June 1998 until November
           1999.

The  terms  of  the  directors  will  expire  at  the  2003  Annual  Meeting  of
Shareholders.


<PAGE> 4


H.  Irwin Levy has been  Chairman  of the Board and Chief  Executive  Officer of
Hilcoast Development Corp. (Hilcoast),  a real estate development and management
company,  and certain  affiliated  companies,  all of which are  privately  held
businesses,  since August  1992.  Mr. Levy was Chairman of the Board of CV Reit,
Inc., a NYSE listed Real Estate  Investment  Trust from December 1997 until June
2000 at which time he became a director of Kramont  Realty  Trust,  successor in
merger to CV Reit.  Mr.  Levy also  served  as  Chairman  of the Board and Chief
Executive  Officer  of CV Reit from 1985 until July  1992.  He is  currently  of
counsel to the West Palm Beach law firm of Levy Kneen Mariani LLC.

Stanley  Brenner  was, for more than thirty  years and until his  retirement  in
1990, a partner with Laventhol & Horvath,  certified  public  accountants,  or a
firm which merged into  Laventhol & Horvath.  Since that time,  Mr.  Brenner has
been a private investor.

Guy  Carbonneau has been employed by us since June 1996 when we acquired the net
assets of Seagate  Peripherals.  Previously Mr.  Carbonneau had been employed by
Seagate and its  predecessor,  Conner  Storage  Systems  Group,  since 1992. Mr.
Carbonneau has held various  management  and  development  positions  focused on
research and development for external  storage,  has over 20 years experience in
the computer  industry and holds five US patents in the area of computer storage
and systems architectures.

Roger H.  Felberbaum  has been a Senior Vice  President  with Legg Mason, a NYSE
money management firm, since March 2001.  Previously he was Managing Director at
ING Baring from September 1997 until March 2001 and Senior Managing  Director of
Furman Selz from October 1983 until September 1997.

John E.  Gates  joined us in June 2002 in  connection  with our  acquisition  of
Stonehouse Technologies, Inc. Mr. Gates previously served as President and Chief
Executive  Officer for  companies  affiliated  with Pacific USA Holdings  Corp.,
including  Stonehouse,  since  March  1996.  Mr.  Gates  has over  thirty  years
experience in technology business management.

David L. Geene was employed by  Eurologic  Systems from October 1996 until April
2001, where he held the position of Senior Vice President of Sales and Marketing
and served as a member of the Board of Directors.  From April 1989 until October
1996,  Mr.  Geene  held  various  sales   positions  with  Digital   Equipment's
Storageworks  Division  and  Government  Sales  Unit.  Mr.  Geene  has 29  years
experience in the computer industry.

Bernard R. Green was, for more than forty years,  managing or senior partner of,
or consultant to, the accounting  firm of Friedman,  Alpren & Green of New York,
New York and West Palm Beach, Florida. Mr. Green previously served as a director
of Hilcoast from July 1992 until  February 1997 and has been a private  investor
for more than twenty years.

Thomas L.  Gruber,  a  certified  public  accountant,  was  General  Manager for
Wireless Power Group from April 1999 until March 2001 and  previously  from June
1992 until  March  1999,  President  and Chief  Executive  Officer of  Signature
Holding Corporation. He has in excess of thirty years experience as an executive
in various industries.

Jack Jaiven,  a certified public  accountant,  has served as a Vice President of
Hilcoast since July 1992 and as a Vice President of Cenvill Recreation, Inc. and
various  affiliates  (real estate  management  companies)  since May 1999.  From
October  1997 through  April 1999,  he served as Executive  Vice  President  and
Treasurer of Avatar Retirement  Communities,  Inc., a wholly-owned subsidiary of
Avatar Holdings, Inc., a NYSE listed real estate development company.

Bruce E. Menn held various executive  management  positions with Printronix from
July 1988 to November 2000,  including  Vice President of Customer  Support from
August 1998 to November 2000. Mr. Menn has in excess of thirty years  experience
in design, development, engineering, product management and customer support.

Michael L. Wise is a director of Home  Director,  Inc.,  successor  in merger to
Netword,  Inc., a publicly  held company that designs,  manufactures,  sells and
installs home networking products. He served as Chairman of the Board of Netword
from December 1996 through  December  2002 and as Chief  Executive  Officer from
August 1997 through December 2002. Mr. Wise has a PhD in physics.


<PAGE> 5


                                  SECTION 16(a)
                    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires our
directors and executive  officers,  and persons who own more than ten percent of
our  outstanding  common  stock,  to  file  with  the  Securities  and  Exchange
Commission  (SEC)  initial  reports  of  ownership  and  reports  of  changes in
ownership  of common  stock.  Such persons are  required by SEC  regulations  to
furnish us with copies of all such reports they file.

To our  knowledge,  based  solely  on a review  of the  copies  of such  reports
furnished to us and written representations that no other reports were required,
the officers,  directors and greater than ten percent  beneficial  owners of our
common stock have complied with all applicable Section 16(a) filing requirements
except as follows (due to administrative  oversights):  (i) Maurice A. Halperin,
former  Chairman of the Board did not file  Statement  of Changes in  Beneficial
Ownership on Form 4 on a timely basis for the January 2002  conversion of Series
K Convertible  Preferred Stock into 39,000,000  shares of common stock;  (ii) H.
Irwin  Levy,  Vice  Chairman  of the Board and Chief  Executive  Officer did not
timely file a Statement  of Changes in  Beneficial  Ownership  on Form 4 for the
issuance in January 2002 of 750,000 shares of common stock in  satisfaction of a
note receivable from the Registrant;  (iii) Bernard A. Marden, a shareholder who
beneficially  owns in excess of 10% of our common  stock,  did not  timely  file
Statement  of Changes in  Beneficial  Ownership  on Form 4 for the  issuance  in
January 2002 of an aggregate of 8,039,367  common shares,  net of 200,100 common
shares  disposed of,  primarily in connection  with the  conversion of preferred
stock,  and related  inducement and dividend  shares,  and (iv) Guy  Carbonneau,
Senior Vice President,  Hardware  Engineering and Bruce E. Menn, Vice President,
Customer Satisfaction did not file initial Statements of Beneficial Ownership on
Form 3 on a timely basis for their April 2002 appointment as executive officers.


Item 11.  Executive Compensation

The following  table sets forth,  for the fiscal years ended  December 31, 2002,
2001 and 2000, the  compensation  awarded to, earned by or paid to those persons
who were,  during  fiscal  2002 (i) our  Chief  Executive  Officer  and (ii) our
executive  officers whose  compensation is required to be disclosed  pursuant to
the rules of the SEC (collectively referred to as the Named Officers).

<TABLE>
<CAPTION>

                           Summary Compensation Table

    Name and                     Annual Compensation         All Other Annual    Securities Underlying
Principal Position           Year      Salary       Bonus      Compensation      Options/SAR's (#)(9)
------------------------    -----------------------------    ----------------    ---------------------
<S>                         <C>                              <C>                 <C>
H. Irwin Levy (1)            2002         -           -          $ 15,000                20,000
 Chief Executive             2001         -           -          $ 13,500                20,000
 Officer                     2000         -           -          $ 16,500                20,000

Guy Carbonneau               2002    $117,612         -              -                  700,000
 Senior Vice President,      2001    $117,659         -              -                  110,000
 Hardware Engineering        2000    $ 93,749         -              -                   30,000

John E. Gates                2002    $148,856 (2)     -          $  2,538 (3)           250,000
 Chief Executive Officer     2001         -           -              -                     -
 of Stonehouse               2000         -           -              -                     -

David L. Geene               2002    $126,437 (4)     -              -                  700,000
 Senior Vice President,      2001         -           -              -                     -
 Sales and Marketing         2000         -           -              -                     -

Thomas L. Gruber             2002    $174,925         -              -                  700,000
 Acting President, Chief     2001    $111,417 (5)     -              -                     -
 Operating and Financial     2000         -           -              -                     -
 Officer

Thomas G. Wrightson          2002    $118,649 (6)     -              -                     -
 Vice President,             2001    $150,000         -              -                     -
 Operations                  2000    $114,231 (7)     -          $ 26,046 (8)           175,000
----------

</TABLE>


<PAGE> 6


 (1)    The compensation  reported and which has not been paid by us, represents
        fees earned in his capacity as a Director and Vice Chairman of the Board
        (see Directors  Compensation).  Mr. Levy was appointed  Chief  Executive
        Officer in June 2001 for which Mr. Levy does not receive compensation.
 (2)    Represents  compensation  paid to Mr. Gates commencing June 7, 2002, the
        first date Mr. Gates became employed by us.
 (3)    Represents payment of country club membership expenses for Mr. Gates.
 (4)    Represents compensation paid to Mr. Geene commencing April 29, 2002, the
        first date Mr. Geene was employed by us.
 (5)    Represents compensation paid to Mr. Gruber commencing April 2, 2001, the
        first date Mr. Gruber was retained by us.
 (6)    Represents  compensation paid to Mr. Wrightson through October 31, 2002,
        the date of Mr. Wrightson's termination.
 (7)    Represents compensation paid to Mr. Wrightson commencing March 13, 2000,
        the first date Mr. Wrightson was employed by us.
 (8)    Represents  certain  relocation   expenses  paid  to  Mr.  Wrightson  in
        connection with his relocation  efforts upon  commencement of employment
        with us.
 (9)    Represents number of options granted during each year.


Employment Agreements

We entered into an employment  agreement  with John E. Gates  effective  June 7,
2002,  pursuant to which Mr. Gates was employed as President and Chief Executive
Officer of Stonehouse,  our wholly-owned subsidiary, at an annual base salary of
$200,000.  The agreement further provides for a cash bonus,  based on the fiscal
year commencing July 1, 2002, and for each year  thereafter,  in an amount equal
to (i) 100% of the first $50,000 of Stonehouse's  net income before income taxes
(defined  as  Net  Revenues)  in  excess  of $1  million,  and  (ii)  13.33%  of
Stonehouse's  Net Revenues in excess of $1,050,000.  In addition,  the agreement
provides for a monthly automobile  allowance of $750 and up to $500 per month of
reimbursements of country club membership expenses.

The original  term of Mr. Gates  employment  agreement is for a two year period,
provided however, that in the event that Net Revenues of Stonehouse for the year
ending September 30, 2003 are less than $1 million, Mr. Gates' employment shall,
at our option and upon a thirty (30) day notice by us to Mr. Gates, terminate on
the date the  amount  of Net  Revenues  is known.  The  agreement  provides  for
one-year renewals following the original term.

In the event Mr. Gates  resigns his  employment  or we  terminate  Mr. Gates for
cause,  as defined in the  agreement,  he shall be  entitled to receive his base
compensation through the date of resignation or termination;  however, Mr. Gates
would not be entitled to any bonus amounts.  In the event of termination without
cause,  Mr.  Gates would be entitled  to receive his base  compensation  for the
balance of the term and any unpaid  bonus  amounts  earned  through  the date of
termination.

The agreement includes a non-competition clause in which Mr. Gates is prohibited
from engaging,  directly or indirectly,  in rendering  services to any person or
entity that competes with  Stonehouse,  commencing on the date of his employment
and continuing through two years following  termination of Mr. Gates employment.
In the event Mr.  Gates is  terminated  as a result of the revenue  requirements
under the agreement, the non-compete period would end on May 31, 2004.

In addition,  Mr. Gates  receives  $50,000 in annual  compensation  for services
rendered to our Storage Solutions  subsidiary as a contract sales consultant for
a one-year period ending June 2003. This  arrangement is cancelable by either us
or Mr. Gates upon a thirty (30) day written notice.

Mr. Gates was granted an option on July 22, 2002 to purchase  250,000  shares of
our common  stock at $.26 per  share,  which  vests  equally  over a  three-year
period.


<PAGE> 7


Option/Stock Appreciation Rights (SAR) Grants

The following  table sets forth  information  regarding  options to purchase our
common stock granted  during fiscal 2002 to the Named  Officers  pursuant to our
2001 Stock Option Plan (the Plan). No SARs were granted.

<TABLE>
<CAPTION>

                                       Individual Grants
                                    ------------------------
                       Number of     Percent of                                 Potential Realizable
                      Securities       Total                                     Value at Assumed
                      Underlying    Options/SARs                               Annual Rates of Stock
                       Options/      Granted to     Exercise                  Price Appreciation for
                         SARs        Employees       or Base                        Option Term
                       Granted       in Fiscal        Price     Expiration    ----------------------
                         (#)            2002          ($/sh)       Date         5%($)        10%($)
                     -----------    ------------    --------    ----------    ----------------------
<S>                  <C>            <C>             <C>         <C>           <C>          <C>
H. Irwin Levy           20,000          (1)           $.24       10/07/12      $  7,819    $ 12,450
Guy Carbonneau         700,000          12%           $.26       07/22/12      $296,459    $472,061
John E. Gates          250,000           4%           $.26       07/22/12      $105,878    $168,593
David L. Geene         700,000          12%           $.26       07/22/12      $296,459    $472,061
Thomas L. Gruber       700,000          12%           $.26       07/22/12      $296,459    $472,061
Thomas G. Wrightson       -              -              -            -             -           -
---------
(1) Less than 1%

</TABLE>


Aggregated Fiscal Year-End Option Value Table

The following  table sets forth  certain  information  concerning  exercised and
unexercised stock options held by the Named Officers as of December 31, 2002. No
SARs have been granted or are outstanding.

<TABLE>
<CAPTION>


                          OPTION EXERCISES DURING 2002
                           AND YEAR-END OPTION VALUES


                                                        Number of                Value of Unexercised
                        Shares                    Unexercised Options at       In-the-Money Options at
                       Acquired                   December 31, 2002 (#)        December 31, 2002 ($)(1)
                          on         Value      --------------------------    -------------------------
Name                   Exercise     Realized    Exercisable  Unexercisable    Exercisable  Unexercisable
-------------------    ---------    --------    -----------  -------------    -----------  -------------
<S>                    <C>          <C>         <C>          <C>              <C>          <C>
H. Irwin Levy             -0-          -0-         180,000       20,000           -0-            -0-
Guy Carbonneau            -0-          -0-         249,000      721,000           -0-            -0-
John E. Gates             -0-          -0-           -0-        250,000           -0-            -0-
David L. Geene            -0-          -0-           -0-        700,000           -0-            -0-
Thomas L. Gruber          -0-          -0-           -0-        700,000           -0-            -0-
Thomas G. Wrightson       -0-          -0-           -0-          -0-             -0-            -0-
--------------
(1) The closing price for our common stock,  as reported by AMEX on December 31,
2002, was $.21.  Since the exercise prices exceed the closing price at year-end,
none of the unexercised options were in-the-money at December 31, 2002.

</TABLE>


Compensation Committee Interlocks and Insider Participation

Since the  Compensation  Committee did not meet during  fiscal 2002,  the entire
Board of Directors participated in deliberations concerning compensation paid to
our executive officers.

Audit Committee

The Audit Committee was comprised of two members during 2002;  Bernard Green and
Michael Wise,  both of whom are considered  independent of us. The Committee met
on four occasions  during the year and did not receive  additional  compensation
for those meetings. In February 2003, Stanley Brenner, a third independent Audit
Committee member was appointed by our board of directors.


<PAGE> 8


Directors Compensation

None of our  directors  were  also our  employees  in 2002.  Our  directors  are
entitled to receive $1,500 for each directors'  meeting  attended.  In addition,
during  2002,  directors  earned  annual  compensation  in the  form of  monthly
management/consulting  and  board  fees  for  services  rendered  to us in their
respective  capacities as directors as follows:  Roger H. Felberbaum and Michael
L. Wise - $13,500  each,  and H. Irwin  Levy,  Bernard  R. Green and  Maurice A.
Halperin - $15,000.00 each.

Commencing in February 2000,  all of the then directors  agreed to defer receipt
of  all  compensation  earned  until  certain  events  occur.  As a  result,  no
director's fees have been paid since January 2000.

Effective January 10, 2002, our shareholders approved our 2001 Stock Option Plan
and we ceased issuing options under our 1996 Stock Option Plan. The terms of any
option  issued under the 1996 Stock Option Plan  continues to be governed by the
1996 Stock  Option Plan and the option  agreement  currently  in effect for such
option.  Pursuant to our 2001 Stock Option Plan, each director is  automatically
granted, effective each anniversary of said director's appointment to the Board,
an option to  purchase  20,000  shares of common  stock at the then fair  market
value of our common stock.


Item 12.  Security Ownership of Management and Beneficial Owners

The following table sets forth, as of April 15, 2003,  information  with respect
to the  beneficial  ownership of our common stock by (i) each person known by us
to beneficially own more than 5% of the outstanding  shares of our common stock,
(ii) each of our  directors  and Named  Officers and (iii) all our directors and
executive officers as a group.

<TABLE>
<CAPTION>

Name and Address of                             Amount and Nature of           Percent of
Beneficial Owner                               Beneficial Ownership (1)    Outstanding Shares
-------------------------------------------    ------------------------    ------------------
<S>                                            <C>                         <C>
Maurice A. Halperin (2)                              53,034,792 (2)              34.6%
17890 Deauville Lane
Boca Raton, FL  33496

Pacific USA Holdings Corp. (3)                       27,027,027                  17.7%
2901 Dallas Parkway - Suite 100
Plano, TX  75093

Pacific Electric Wire & Cable Co., Ltd. (3)          27,027,027                  17.7%
2901 Dallas Parkway - Suite 100
Plano, TX  75093

H. Irwin Levy                                        25,314,852 (4)              16.3%
100 Century Blvd.
West Palm Beach, FL  33417

Bernard A. Marden                                    20,063,121 (5)              12.5%
1290 S. Ocean Blvd.
Palm Beach, FL  33480

Stanley B. Brenner                                       16,600                    *

Guy Carbonneau                                          286,100                    *

John L. Gates                                              -                       -

Bernard R. Green                                        381,348                    *

Thomas L. Gruber                                           -                       -

Roger H. Felberbaum                                     242,500 (6)                *

Michael L. Wise                                         686,412 (7)                *

All executive officers and directors,                27,183,709                  17.4%
   as a group (11 persons)
----------
* Less than 1%
</TABLE>


<PAGE> 9


(1)     Unless otherwise  indicated,  each stockholder listed has the sole power
        to vote and direct  disposition  of the shares of common  stock shown as
        beneficially  owned by such  stockholder.  For purposes of this table, a
        person or group of persons is deemed to have  "beneficial  ownership" of
        the following shares which such person or group has the right to acquire
        pursuant to  options,  warrants  and  convertible  instruments  that are
        exercisable  within 60 days of the date  hereof:  Mr.  Levy -  2,502,259
        shares;  Mr. Marden - 7,995,833 shares; Mr. Carbonneau - 270,550 shares;
        Mr. Green -100,000 shares;  Mr.  Felberbaum - 60,000 shares;  Mr. Wise -
        232,000  shares;  and all executive  officers and directors as a group -
        3,236,475 shares. See "Executive Compensation".
(2)     Consists  of  50,015,048   shares    owned  indirectly   through   Halco
        Investments, LC,  previously  controlled  by Mr. Halperin, and 3,019,744
        shares  previously  owned  directly  by  Mr. Halperin, who died in April
        2003.  We have been advised by a representative of Mr. Halperin's family
        that  Mr.  Halperin's  interest  in  both  Halco  and  nStor  have  been
        transferred  to  a  trust  for  the  benefit  of  Dorothy  Halperin, Mr.
        Halperin's widow.  We  have  been  further  advised  that the trustee is
        is Barry Halperin, Mr. Halperin's son.
(3)     Pacific  Electric  Wire & Cable Co.,  Ltd is the   parent corporation of
        Pacific USA Holdings Corp.,  which is the parent  corporation of Pacific
        Technology Group, Inc. (the shareholder) and as such, may be deemed  the
        beneficial  owner of the shares held by such entities.
(4)     Includes 5,534,357 shares owned by corporations controlled  by Mr. Levy,
        1,000 shares owned jointly  with  Mr. Levy's spouse and 4,000,000 shares
        owned by Mr. Levy's spouse.
(5)     Includes  4,555,057  shares  owned  indirectly  by a trust for which Mr.
        Marden is a trustee.
(6)     Includes 7,500 shares held by Mr. Felberbaum's spouse.
(7)     Includes  143,002  shares owned  indirectly as  follows, as to which Mr.
        Wise disclaims beneficial ownership:  92,602  shares owned by Mr. Wise's
        spouse,  and  50,400 shares  owned  jointly by Mr. Wise's spouse and his
        mother.

Equity Compensation Plan Information

        The following table provides information about our common stock that may
be issued upon the  exercise of options,  warrants  and rights  under all of our
existing equity  compensation plans as of December 31, 2002,  including our 1996
Stock Option Plan and our 2001 Stock Option Plan approved by our stockholders.

<TABLE>
<CAPTION>

                                                                                                           (c)
                                           (a)                          (b)                        Number of Securities
                                  Number of Securities to         Weighted Average               Remaining Available for
                                  be Issued Upon Exercise        Exercise Price of            Future Issuance Under Equity
                                  of Outstanding Options,       Outstanding Options,         Compensation Plans (excluding
Plan Category                     Warrants and Rights(#)     Warrants and Rights (b)($)    securities reflected in column (a))
------------------------------    -----------------------    --------------------------    -----------------------------------
<S>                               <C>                        <C>                           <C>
Equity Compensation Plans
  approved by security holders            7,714,333                    $ .68                         1,611,000 (1)

Equity Compensation Plans not
  approved by security holders           1,982,500 (2)                 $1.96                              -
                                         ---------                                                   ---------
                                         9,696,833                                                   1,611,000
                                         =========                                                   =========
---------------
1) Represents shares available for issuance under our 2001 Stock Option Plan.
2) Represents  outstanding  warrants  issued  primarily in  connection  with our
borrowings from private investors.

</TABLE>


<PAGE> 10


Item 13.  Certain Relationships and Related Transactions

Loans and/or Investments Made by Directors

   Halco Investments, L.C. (Halco)

    2002
    ----

Halco was  controlled  by  Maurice A.  Halperin,  our  Chairman  of the Board of
Directors  from August 2001 until his death in April 2003. As a condition to the
closing of our June 2002 acquisition of Stonehouse,  we issued an 8% convertible
subordinated  promissory  note to Halco in the principal  amount of $3.1 million
(the New Halco Note), which replaced Halco's outstanding $3.1 million note dated
November 20, 2001. The New Halco Note was  convertible at our option at any time
prior to maturity on November  20, 2006 and after the date on which we receive a
notice of delisting from the American Stock Exchange (AMEX),  in each case, only
to the extent  deemed  necessary to maintain our listing on AMEX, at a per share
conversion  price equal to 85% of the closing bid price of nStor's  common stock
on the trading day  immediately  prior to the date of conversion.  The New Halco
Note was  convertible at the holder's  option at any time after May 31, 2003 and
prior to maturity at a per share  conversion  price equal to 110% of the closing
bid price of nStor's  common stock on the trading day  immediately  prior to the
date of conversion.

During 2002, we paid approximately $131,000 in interest payments to Halco.

    2003
    ----

Effective March 28, 2003, Halco converted the New Halco Note, plus approximately
$200,000 of accrued  interest,  into  11,015,048  newly  issued  shares of nStor
common  stock  based on a  conversion  price of $.30 per share.  The closing bid
price of nStor common stock on March 27, 2003 was $.27 per share.


   H. Irwin Levy

    2002
    ----

At December 31, 2001,  outstanding  borrowings owed to H. Irwin Levy amounted to
$650,000   under   promissory   notes   bearing   interest  at  10%  per  annum,
collateralized  by  substantially  all of the  assets of our  Storage  Solutions
subsidiary,  pursuant to financing  statements  filed in 2001. In June 2002, the
notes were  replaced  with a new  $650,000  note (the New Levy  Note),  which is
convertible  at our option at any time prior to  maturity  on June 14,  2003 and
after the date on which (i) we receive a notice of delisting from AMEX, and (ii)
the New Halco Note has been  converted  into  shares of our common  stock and in
each case, only to the extent deemed  necessary to maintain our listing on AMEX,
at a per share  conversion  price  equal to 85% of the  closing bid price of our
common stock on the trading day immediately prior to the date of conversion.

During 2002,  Mr. Levy or companies  controlled by Mr. Levy  (collectively,  Mr.
Levy) advanced an additional $2.7 million to us under  promissory  notes bearing
interest at 8% per annum, principally due on June 30, 2003.

In connection with our outsource contract with Varian,  Inc. (Varian),  Mr. Levy
provided  collateral  for a bank to issue a $1 million Letter of Credit (LC) for
the benefit of Varian,  subsequently  reduced to $750,000 effective December 30,
2002 and $500,000 effective April 15, 2003. We have agreed to indemnify Mr. Levy
for any amounts  paid by Mr. Levy as a result of Varian  drawing upon the LC. No
amounts  have been  drawn on the LC,  which  expires  on  August  15,  2003,  as
extended.

We did not make any interest payments to Mr. Levy during 2002.

    2003
    ----

From January through March 2003, Mr. Levy advanced an additional  $612,000,  net
of a  $355,000  repayment,  of  which  $200,000  was  under  an  8%  convertible
promissory  note (Levy  Convertible  Note) and  $412,000  was under a  revolving
promissory  note bearing  interest at 8% per annum,  due May 31, 2003.  The Levy
Convertible  Note is  convertible  (see below) at Mr.  Levy's option at any time
prior to  maturity,  defined as thirty (30) days after notice from Mr. Levy that
the outstanding principal is due; however, such notice may not be given prior to
July 1, 2003. The Levy Convertible  Note was originally  convertible into either
(i) nStor  common  stock based on $.29 per share (the  closing  market  price on
February 19, 2003,  the date of the note),  or (ii) shares of Stonehouse  common
stock based on $.5625 per share.


<PAGE> 11


In March  2003,  Mr.  Levy  agreed  to (i) amend  the Levy  Convertible  Note to
relinquish  his  conversion  rights  into  Stonehouse  common  stock and (ii) to
terminate the financing  statements  under the New Levy Note and  relinquish his
security interest in the Storage Solutions assets.

Effective  April 1, 2003,  Mr.  Levy  agreed to convert a  sufficient  amount of
borrowings owed to him by nStor to cause our net worth to be at least $6 million
in order to satisfy the continued  listing  requirements of AMEX. The conversion
amount shall be mutually  agreed upon by us and Mr. Levy prior to June 27, 2003,
based on a  conversion  price  equal to 85% of the  average  of the high and low
market prices for the three trading days immediately preceding June 27, 2003.

In February  2003,  we granted an option to Mr. Levy under our 2001 Stock Option
Plan to purchase 700,000 shares of nStor common stock,  exercisable  immediately
at $.40 per share and expiring  December 31, 2007.  The closing  market price of
nStor common stock on February 21, 2003, the date of grant, was $.26 per share.


Loans Made by 5% Shareholder

    2002
    ----

At December 31, 2001,  Bernard Marden, a private investor who beneficially  owns
in excess of 10% of our common stock,  held a $450,000 note bearing  interest at
10%  per  annum  and  maturing  March  15,  2003,  as  extended.  The  note  was
collateralized   by  substantially  of  the  assets  of  our  Storage  Solutions
subsidiary.  Mr.  Marden had the right at any time prior to  maturity to convert
the note into shares of nStor's common stock based on a conversion price of $.40
per share.

During 2002, we paid $11,000 in interest payments to Mr. Marden.

    2003
    ----

In  January  and  February  2003,  Mr.  Marden  advanced  $700,000  under  an 8%
convertible promissory note (together with the aforementioned $450,000 note, the
Marden Notes), which was originally convertible by Mr. Marden (see below) at any
time prior to maturity, defined as thirty (30) days after notice from Mr. Marden
that the  outstanding  principal  is due;  however,  such notice may not be made
prior to July 1,  2003.  The note was  originally  convertible  into  either (i)
shares of nStor common  stock based on $.29 per share (the closing  market price
of nStor's  common stock on February 19,  2003,  the date of the note),  or (ii)
shares of Stonehouse  stock at $.5625 per share.  Effective  March 14, 2003, Mr.
Marden  committed to loan us an additional $1 million (the $1 Million Note). The
Marden  Notes  were  amended to  conform  with the terms of the $1 Million  Note
(total $2.2  million,  including  $50,000 of accrued  interest) as follows:  (i)
interest  at 8% per annum,  (ii)  convertible  at any time prior to  maturity on
April 1, 2004,  into shares of nStor common  stock at $.30 per share;  and (iii)
collateralized  principally  by our  ownership  interest in  Stonehouse  and our
intellectual  property and other intangible  assets. The closing market price of
nStor common stock on March 14, 2003 was $.26.

In  connection  with  borrowings  from Mr.  Marden in  January  2003,  we issued
warrants to purchase  125,000  shares of nStor common  stock,  exercisable  upon
issuance at $.25 per share and expiring  December 31, 2005.  The closing  market
price of nStor common stock on January 6, 2003,  the date of the note,  was $.30
per share.


Hilcoast Advisory Services, Inc. (Advisor)

Since October 1999, we have been charged $5,000 per month, plus reimbursement of
out-of-pocket  expenses,  from  Advisor for  certain  financial  consulting  and
administrative  services  provided to us. Mr. Levy is the Chairman of the Board,
Chief Executive Officer and a majority shareholder of Advisor's parent, and Jack
Jaiven,  our Vice  President  and  Treasurer,  is an officer of  Advisor.  Since
February 2000, Advisor has agreed to defer receipt of these fees.

Management believes that the terms of the foregoing transactions described above
are fair and  reasonable  and as  favorable  to us as  could  be  obtained  from
unaffiliated third parties.


<PAGE> 12


                                   SIGNATURES

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

                                    nSTOR TECHNOLOGIES, INC.


Dated: April 28, 2003               By:   /s/ Thomas Gruber
                                        -------------------------------------
                                        Thomas Gruber, Acting President,
                                        Chief Operating and Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


April 28, 2003        /s/ H. Irwin Levy
                      ----------------------------------------------
                      H. Irwin Levy, Chairman of the Board and Chief
                      Executive Officer

April 28, 2003        /s/ Thomas Gruber
                      ------------------------------------------------
                      Thomas Gruber, Acting President, Chief Operating
                      and Financial Officer

April   , 2003
                      -------------------------
                      Stanley Brenner, Director

April 28, 2003        /s/ Roger H. Felberbaum
                      -----------------------------
                      Roger H. Felberbaum, Director

April   , 2003
                      --------------------------
                      Bernard R. Green, Director

April 28, 2003        /s/ Jack Jaiven
                      -----------------------------------------
                      Jack Jaiven, Vice President and Treasurer

April 28, 2003        /s/ Michael L. Wise
                      -------------------------
                      Michael L. Wise, Director