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, 2001

                                       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.)

                10140 Mesa Rim Road, San Diego, California, 92121
                -------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: 858-453-9191
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 _____


<PAGE> 2


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

Common  Stock,  par value $.05 per share (Common  Stock),  was the only class of
voting common equity of the Registrant  outstanding on December 31, 2001.  Based
on the last  sales  price of the Common  Stock on the  American  Stock  Exchange
(AMEX)  on  March  28,  2002  ($  .40),  the  aggregate   market  value  of  the
approximately   37,225,000   shares  of  the   voting   Common   Stock  held  by
non-affiliates was approximately $14.9 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)

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:

             115,049,920 shares of common stock, par value $.05 per
                  share, were outstanding as of March 28, 2002.


                       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, 2001,  filed with the  Securities  and Exchange
Commission on April 8, 2002.

                                    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:
                                                               Director  Officer
      Name             Age              Position                Since     Since
--------------------  -----  --------------------------------  --------  -------
Maurice A. Halperin    81    Chairman of the Board              2001(1)     -

H. Irwin Levy          75    Vice Chairman of the Board
                              and Chief Executive Officer       1998(2)  2001(3)

Guy Carbonneau         40    Vice President, Hardware
                              Engineering                         -      2002(4)

Roger H. Felberbaum    59    Director                           2000(5)     -

Bernard R. Green       83    Director                           1997(6)     -

Thomas L. Gruber       57    Acting President and Chief
                              Operating and Financial Officer     -      2001(7)

Jack Jaiven            55    Vice President, Treasurer            -      1999(8)

Bruce E. Menn          56    Vice President, Customer
                              Satisfaction                        -      2002(4)

Michael L. Wise        59    Director                           1989      (9)

Thomas G. Wrightson    55    Vice President, Operations           -     2000(10)
----------------
(1)  Mr.  Halperin was elected to the Board of Directors and appointed  Chairman
     of the Board in August 2001.
(2)  Mr. Levy  previously  served as our Chairman of the Board of Directors from
     1987 until July 1991 and from June 1998 until August 2001.
(3)  Mr. Levy was appointed Chief Executive Officer in June 2001.
(4)  Mr.  Carbonneau  and Mr. Menn were  appointed  executive  officers in April
     2002.
(5)  Mr. Felberbaum was appointed to the Board of Directors in February 2000.
(6)  Mr. Green was appointed to the Board of Directors in May 1997.
(7)  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.
(8)  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.
(9)  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.
(10) Mr. Wrightson commenced employment with us in March 2000.


<PAGE> 4


The  terms  of  the  directors  will  expire  at  the  2002  Annual  Meeting  of
Shareholders.

Maurice A.  Halperin has been a private  investor for more than thirty years and
currently is the owner and President of two private  companies,  one of which is
in the real  estate  development  business,  and the  second  of which is in the
hospitality industry. Mr. Halperin has been active in the turn-around of several
unprofitable public companies in the past, including Empire of Carolina, Deltona
Corporation, and Clabir.

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 (CV Reit) 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.

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 and 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 is currently  Senior Vice President with Legg Mason, a NYSE
money  management  firm, and was most recently  Managing  Director at ING Baring
from  September  1997 until March 2001.  Previously,  Mr.  Felberbaum was Senior
Managing Director of Furman Selz from October 1983 until September 1997.

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 most  recently  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,  and  most  recently  held the  position  of Vice
President of Customer Support from August 1998 to November 2000. Mr. Menn has in
excess of thirty  years  experience  in  design,  development,  engineering  and
product management and customer support.

Michael  L.  Wise is  currently  Chairman  of the Board of  Directors  and Chief
Executive  Officer of Netword,  Inc., a publicly  held  company that  provides a
utility for  navigating  the  internet.  Mr. Wise has been  associated  with our
company in various positions since 1986 and was the founder of IMNET Corporation
of Delaware (IMNET),  which became a subsidiary of our company in 1988. Mr. Wise
served as  President  and  Chairman of the Board of IMNET from July 1986 to June
1990. Mr. Wise has a PhD in physics.

Thomas G. Wrightson held various  management  positions with Storage  Technology
Corporation from December 1991 until March 2000, and was most recently  Director
of Support Services  Development and Management.  Mr. Wrightson has in excess of
twenty-five years of experience in information technology.


<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) Former President and
Chief  Executive  Officer Larry  Hemmerich did not file Statements of Changes in
Beneficial Ownership on Form 4 on a timely basis for (a) receiving 128 shares of
Series  I  Convertible  Preferred  Stock  in  April  2001 in  satisfaction  of a
promissory  note, (b) the cancellation in June 2001 of stock options to purchase
an aggregate of 1,250,000 shares of common stock, and (c) the grant in June 2001
of a stock  option to purchase  300,000  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
April 2001 of 4,604 shares of Series I Convertible  Preferred  Stock in exchange
for (a) convertible  promissory notes, (b) Series G Convertible Preferred Stock,
and (c) the  cancellation  of a warrant  to  purchase  500,000  shares of common
stock;  and (iii) Bernard A. Marden, a significant  shareholder,  did not timely
file  Statements  of  Changes  in  Beneficial  Ownership  on  Form 4 for (a) the
issuance in April 2001 of 1,263 shares of Series I Convertible  Preferred  Stock
in exchange for  convertible  promissory  notes,  (b) the October 2001 automatic
conversion  of Series D Convertible  Preferred  Stock into  1,000,000  shares of
common  stock,  and (c) the December  2001  purchase of 1,700 shares of Series H
Convertible Preferred Stock in a private transaction.

Item 11.  Executive Compensation

The  following  table sets forth for the fiscal  years ended  December 31, 2001,
2000 and 1999, the  compensation  awarded to, earned by or paid to those persons
who were,  during  fiscal  2001,  (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>

                           Summary Compensation Table

<CAPTION>
                                         Annual Compensation            All               Securities
    Name and                          --------------------------    Other Annual     Underlying Options/
Principal Position           Year        Salary         Bonus       Compensation          SAR's (#)
------------------------    ------    ------------   -----------   --------------    ------------------
<S>                         <C>       <C>            <C>           <C>               <C>
H. Irwin Levy (1)            2001         -              -           $ 13,500              20,000
 Chief Executive             2000         -              -           $ 16,500              20,000
 Officer                     1999         -              -           $ 18,000              20,000


Thomas L. Gruber             2001     $111,417(2)        -               -                   -
 Acting President, Chief     2000         -              -               -                   -
 Operating and Financial     1999         -              -               -                   -
 Officer

M. Thomas Makmann (3)        2001     $193,115       $ 20,000            -                   -
 Former President and        2000         -   (4)        -               -                   -
 Chief Operating Officer     1999         -              -               -                   -

Larry Hemmerich              2001     $164,582(5)        -               -                300,000(8)
 Former President and        2000     $297,917(6)    $125,000(7)         -              1,250,000(8)
 Chief Executive Officer     1999         -              -               -                   -

Joel F. Brody (9)            2001     $136,667       $ 17,500            -                   -
 Former Vice President,      2000       47,834(10)   $ 17,500            -                   -
 Engineering                 1999         -              -               -                   -

Thomas G. Wrightson          2001     $150,000           -               -                   -
 Vice President,             2000     $114,231(11)       -           $ 26,046(12)         205,000
 Operations                  1999         -              -               -                   -

</TABLE>


<PAGE> 6


----------
(1)  The  compensation  reported  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. Gruber  commencing April 2, 2001, the
     first date Mr. Gruber was retained by us.
(3)  Mr. Makmann's employment with us ended February 14, 2002.
(4)  Mr. Makmann commenced employment with us on December 29, 2000.
(5)  Represents salary paid to Mr. Hemmerich from January 1, 2001,  through June
     22, 2001, the date Mr.  Hemmerich's  employment with us ended pursuant to a
     Separation Agreement (see Employment Agreements).
(6)  Represents  salary received by Mr. Hemmerich  commencing  January 17, 2000,
     the first date Mr. Hemmerich became employed by us.
(7)  The bonus  earned by Mr.  Hemmerich  for fiscal 2000 was not paid to him in
     cash.  Instead,  Mr.  Hemmerich  agreed to a promissory  note payable dated
     January 17, 2001, bearing interest at 10% per annum,  payable quarterly and
     maturing  thirty  days after  demand,  but no earlier  than June 30,  2001.
     Effective April 12, 2001, Mr. Hemmerich agreed to exchange his note for 125
     shares  of  our  Series  I  Convertible  Preferred  Stock  (see  Employment
     Agreements).
(8)  Effective June 22, 2001,  pursuant to the Separation  Agreement  between us
     and Mr.  Hemmerich,  previously  granted  options  totaling  1,250,000 were
     cancelled and Mr. Hemmerich was granted a new option for 300,000 shares.
(9)  Mr. Brody's employment with us ended February 15, 2002.
(10) Represents  salary paid to Mr. Brody commencing  August 14, 2000, the first
     date Mr. Brody was employed by us.
(11) Represents  salary paid to Mr.  Wrightson  commencing  March 13, 2000,  the
     first date Mr. Wrightson was employed by us.
(12) Represents certain relocation  expenses paid to Mr. Wrightson in connection
     with his relocation efforts upon commencement of employment with us.

Employment Agreements

We entered into an employment  agreement with Larry Hemmerich  effective January
17, 2000,  pursuant to which Mr. Hemmerich was employed as our President,  Chief
Executive Officer and a director.  The agreement  provided for the employment of
Mr.  Hemmerich  through  January 16, 2002, at an annual base salary of $325,000.
The agreement  further  provided for a $125,000 cash bonus for the first year of
employment,  and an  undetermined  bonus in year two based on the achievement of
certain performance objectives set by our Board of Directors.  Mr. Hemmerich was
also granted options to purchase  1,000,000  shares of our common stock at $2.50
per share,  with  one-third  vesting on January 17, 2001,  one-third on July 17,
2001 and the remainder on January 17, 2002.  The employment  agreement  provided
that 50% of Mr.  Hemmerich's  options  would  vest  immediately  in the event we
terminated  his  employment  without  cause (as defined in the  agreement).  The
agreement  further provided that if Mr. Hemmerich  resigned his employment or we
terminated Mr.  Hemmerich for cause (as defined in the  agreement),  he would be
entitled to receive his base  compensation  through the date of  resignation  or
termination. In the case of voluntary resignation,  all unexercised options were
to expire 30 days from the date of  resignation  and in the case of  termination
for cause, all of the unexercised options were to terminate immediately.


<PAGE> 7


On October 18, 2000, we agreed to extend the term of Mr. Hemmerich's  employment
agreement to January 16, 2003, and made the following  revisions to the original
agreement:  (i) a bonus of $100,000 to be paid in January 2002 in the event that
during 2001 we experienced three  consecutive  quarters of revenue growth of not
less than 5% of the previous  quarter,  or in the event the closing market price
of our common  stock was equal to or exceeded  $5.00 per share on  December  31,
2001(which conditions did not occur and no bonus was paid for fiscal 2001); (ii)
Mr. Hemmerich was granted an option to purchase an additional  250,000 shares at
$2.00 per share with 100% vesting on January 16, 2003; and (iii) in the event of
the sale of substantially  all of our assets or a change in control of more than
51%  of  our  current  ownership,   100%  of  all  options  granted  would  vest
immediately.

Effective  January 17, 2001, Mr. Hemmerich agreed to accept a promissory note in
the amount of $125,000 as payment for the bonus due to him for fiscal  2000,  as
outlined in his original employment agreement. The note bore interest at 10% per
annum,  payable  quarterly,  and was due thirty days from demand, but no earlier
than June 30, 2001.  Effective April 12, 2001, Mr.  Hemmerich agreed to exchange
his  $125,000  note and the  accrued  interest  of $2,900  for 128 shares of our
Series I  Convertible  Preferred  Stock  with a face  value of  $127,900,  which
accrued  quarterly  dividends at 10% per annum and was convertible  into 177,653
shares of our common stock based on a fixed  conversion price of $.72 per share.
Effective  with the Halco  Investment  (see  Certain  Relationships  and Related
Transactions  -  Loans  and or  Investments  Made  by  Directors  -  Maurice  A.
Halperin), in January 2002, the Series I Convertible Preferred Stock held by Mr.
Hemmerich and all accrued  dividends thereon were converted to 305,585 shares of
common stock, including 106,594 Inducement Shares and 21,238 Dividend Shares.

Effective  June  22,  2001,  under a  Separation  Agreement  between  us and Mr.
Hemmerich,  Mr.  Hemmerich  ceased to hold the  positions of President and Chief
Executive  Officer;  however,  he  continued  to be a  member  of the  Board  of
Directors and was retained as a consultant  for a period of six months at $5,000
per month. The Separation Agreement further provided for the cancellation of all
options  previously  granted to Mr.  Hemmerich  and the grant of a new option to
purchase  300,000  shares of our common stock at $.45 per share.  In March 2002,
Mr. Hemmerich resigned as a member of our board of directors.

Effective  June 26, 2001,  M. Thomas  Makmann was appointed as our President and
Chief Operating Officer and H. Irwin Levy was appointed Chief Executive Officer.
Effective  February 14, 2002, Mr. Makmann's  employment with us ended and Thomas
L. Gruber was appointed  Acting President and Chief Operating  Officer.  None of
these   individuals  were  or  are  performing  their  duties  under  employment
agreements.

<TABLE>

Option/Stock Appreciation Rights (SAR) Grants

The following  table sets forth  information  regarding  options to purchase our
common stock granted  during fiscal 2001 to the Named  Officers  pursuant to the
1996 Stock Option Plan (the Plan). No SARs were granted.

<CAPTION>

                                       Individual Grants
                                   --------------------------
                     Number of    Percent of Total                            Potential Realizable
                     Securities       Options/                                  Value at Assumed
                     Underlying         SARs                                 Annual Rates of Stock
                      Options/       Granted to      Exercise                Price Appreciation for
                        SARs         Employees        or Base                      Option Term
                      Granted        in Fiscal         Price    Expiration   -----------------------
                       (#)              2001           ($/sh)      Date         5%($)        10%($)
                     ----------   ----------------   --------   ----------   -----------------------
<S>                  <C>          <C>                <C>        <C>          <C>           <C>
H. Irwin Levy          20,000            3%            $.40      10/08/11     $ 13,031     $ 20,750
Thomas L. Gruber         -               -               -          -             -            -
M. Thomas Makmann        -               -               -          -             -            -
Larry Hemmerich       300,000           41%            $.45      06/22/06     $219,901     $350,155
Joel F. Brody            -               -               -          -             -            -
Thomas G. Wrightson      -               -               -          -             -            -

</TABLE>


<PAGE> 8


<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, 2001. No
SARs have been granted or are outstanding.

<CAPTION>

                          OPTION EXERCISES DURING 2001
                           AND YEAR-END OPTION VALUES

                                                         Number of                 Value of Unexercised
                        Shares                     Unexercised Options at        In-the-Money Options at
                       Acquired                     December 31, 2001 (#)        December 31, 2001 ($)(1)
                          on          Value     ----------------------------    ----------------------------
Name                   Exercise     Realized    Exercisable    Unexercisable    Exercisable    Unexercisable
-------------------    --------     --------    -----------    -------------    -----------    -------------
<S>                    <C>          <C>         <C>            <C>              <C>            <C>
H. Irwin Levy            -0-           -0-        210,000          20,000          -0-             -0-

Thomas L. Gruber         -0-           -0-          -0-             -0-            -0-             -0-

M. Thomas Makmann        -0-           -0-         58,333         116,667          -0-             -0-

Larry Hemmerich          -0-           -0-        300,000           -0-            -0-             -0-

Joel F. Brody            -0-           -0-         31,000          74,000          -0-             -0-

Thomas G. Wrightson      -0-           -0-         64,333         140,667          -0-             -0-


----------
1)   The closing price for our common stock, as reported by AMEX on December 31,
     2001,  was $.28.  Since the  exercise  price  exceeds the closing  price at
     year-end, none of the unexercised options were in-the-money at December 31,
     2001.


</TABLE>

Compensation Committee Interlocks and Insider Participation

Since the  Compensation  Committee did not meet during  fiscal 2001,  the entire
Board of Directors participated in deliberations concerning compensation paid to
our executive officers.

Larry Hemmerich,  our former President and Chief Executive  Officer,  was also a
member of the Board of Directors until March 2002.

Directors Compensation

With the  exception  of Larry  Hemmerich,  none of our  directors  were also our
employees in 2001. Our non-employee directors are entitled to receive $1,500 for
each  directors'  meeting  attended.  In  addition,  during  2001,  non-employee
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,  Bernard R.
Green,  H.  Irwin  Levy and  Michael L. Wise,  - $13,500  each,  and  Maurice A.
Halperin - $4,000.

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 directors
fees have been paid since January 2000.  Mr. Wise's  compensation  is payable to
Yadgim Partners, of which Mr. Wise's wife is a general partner.

Effective  January 10, 2002,  our  shareholder's  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 will  continue  to be
governed by the 1996 Stock  Option Plan and the option  agreement  currently  in
effect for such  option.  Pursuant  to our 1996 Stock  Option  Plan and our 2001
Stock  Option  Plan,  each  non-employee  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.


<PAGE> 9


Item 12.  Security Ownership of Management and Beneficial Owners

The following table sets forth, as of March 31, 2002,  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.

Name and Address of           Amount and Nature of          Percent of
Beneficial Owner             Beneficial Ownership(1)    Outstanding Shares
-------------------------    -----------------------    ------------------
Maurice A. Halperin               42,077,844 (2)                36.6%
17890 Deauville Lane
Boca Raton, FL  33496

H. Irwin Levy                     23,735,093 (3)                20.4%
100 Century Blvd.
West Palm Beach, FL 33417

Bernard A. Marden                 12,638,121 (4)                10.9%
1290 S. Ocean Blvd.
Palm Beach, FL  33480

Joel F. Brody                            100 (5)                  -

Guy Carbonneau                       147,215                      *

Bernard R. Green                     361,348                      *

Thomas L. Gruber                     250,000                      *

Roger H. Felberbaum                  172,500 (6)                  *

Larry Hemmerich                      605,585                      *

Jack Jaiven                          233,231 (7)                  *

M. Thomas Makmann                       -                         -

Bruce E. Menn                          8,333                      *

Michael L. Wise                      666,412 (8)                  *

Thomas G. Wrightson                  122,666                      *

All executive officers            67,774,642                    58.0%
 and directors,
 as a group (10 persons)

* Less than 1%
----------
(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 and warrants that are exercisable within 60 days of the
     date hereof:  Mr. Levy - 1,172,500 shares; Mr. Marden - 570,833 shares; Mr.
     Carbonneau - 131,665 shares;  Mr. Green - 80,000 shares;  Mr.  Felberbaum -
     40,000 shares;  Mr. Hemmerich - 300,000 shares; Mr. Jaiven - 49,000 shares;
     Mr. Menn - 8,333 shares; Mr. Wise - 212,000 shares; Mr. Wrightson - 122,666
     shares;  and all  executive  officers and  directors as a group - 1,816,164
     shares. See "Executive Compensation".


<PAGE> 10


(2)  Owned indirectly through a company controlled by Mr. Halperin.
(3)  Includes 5,284,357 shares owned by corporations  controlled by Mr. Levy and
     1,000 shares owned jointly with Mr. Levy's spouse.
(4)  Includes  2,888,391 shares owned indirectly by a trust for which Mr. Marden
     is a trustee.
(5)  Represents  shares held in a retirement  account held by Mr. Brody's spouse
     for which Mr. Brody disclaimed beneficial ownership.
(6)  Includes 7,500 shares held by Mr. Felberbaum's spouse.
(7)  Includes 15,000 shares held jointly with Mr. Jaiven's spouse.
(8)  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.


Item 13.  Certain Relationships and Related Transactions

Loans and/or Investments Made by Directors

  Maurice A. Halperin

On November 20, 2001 (the Closing  Date),  we completed a  transaction  in which
Halco  Investments L.C.  (Halco),  a company  controlled by Maurice A. Halperin,
acquired  a 34%  equity  interest  in,  and made  certain  loans  to,  us for an
aggregate  investment  of $12.1 million (the Halco  Investment).  On the Closing
Date,  Halco  acquired  8,970 shares of our newly  created  Series K Convertible
Preferred Stock with a face amount of $9 million,  and we issued a $3.1 million,
5-year,  8% note  (the  Halco  Note).  Halco  invested  $6  million  in cash and
marketable securities having a quoted market value of $6.1 million, based on the
closing price for such securities on November 19, 2001.

Mr. Halperin first  submitted an investment  proposal to us on June 26, 2001. We
subsequently  negotiated  the terms of the offer  from  July to  November  2001,
during which time,  Halco made  short-term  working  capital  loans to us in the
aggregate  amount of $5 million  at an  interest  rate of 8% per annum.  Of that
amount,  at the Closing Date, $3.1 million was converted into the Halco Note and
the remaining  $1.9 million was applied to the cash paid by Halco for the Series
K Preferred Stock.

In connection with and as conditions to the Halco Investment, it was agreed that
an aggregate of 76,884,122 common shares,  (New Common Shares) were to be issued
as  follows:  (i) the  Series  K  Preferred  Stock,  owned by  Halco,  was to be
automatically  converted into 39,000,000  shares of the Company's  common stock,
based  upon  a  conversion  price  of  $.23  per  share,  upon  approval  of our
shareholders;  (ii) all of the holders of our other convertible  preferred stock
(Other  Preferred  Stock) agreed to convert their shares of preferred stock into
common stock (20,877,432 shares of common stock - Conversion Shares);  (iii) our
company and the holders of the Other  Preferred Stock agreed to the issuance of:
(a)  12,993,072  shares of common stock to induce those holders to convert their
shares, all of which were entitled to periodic dividends,  into shares of common
stock,  which  had  never  received  a  dividend  (Inducement  Shares),  and (b)
3,263,618  shares  of common  stock  (Dividend  Shares)  in  satisfaction  of an
aggregate of $1.5 million of accrued  dividends on the date of  conversion  (the
Inducement Shares and Dividend Shares were based upon a conversion price of $.45
per share);  and (iv) Mr.  Levy  agreed to the receipt of 750,000  shares of our
common stock in exchange  for $.3 million  owed by us to Mr. Levy (Note  Shares)
based upon a conversion price of $.40 per share.

On the Closing Date, shareholders who owned in excess of 50% of our voting stock
executed proxies to vote in favor of the foregoing transactions. However, formal
shareholder  approval of the transactions was required before we could issue the
common stock necessary for the conversion of the Series K Preferred  Stock,  the
Note Shares,  the Inducement Shares and the Dividend Shares, and for an increase
in the number of  authorized  common  shares from 75 million to 200 million.  On
January 10, 2002, shareholder approval was received and we issued the New Common
Shares effective January 11, 2002.


<PAGE> 11


  H. Irwin Levy

At December 31, 2000, our outstanding  borrowings  included $1.7 million owed to
H. Irwin Levy at 10% per annum. From January through March 31, 2001, Mr. Levy or
a company controlled by Mr. Levy (collectively, Mr. Levy) advanced an additional
$1.9 million to us, of which $1.25 million was convertible into our common stock
at $1.00 per share. In connection with $1.25 million of Mr. Levy's first quarter
2001 advances,  we issued warrants to Mr. Levy to purchase 312,500 shares of our
common  stock,  at $1.20  per  share,  exercisable  at  issuance  and  expiring,
principally on March 31,2004.  Effective  April 12, 2001, Mr. Levy exchanged all
of his  outstanding  borrowings  ($3.6  million) in addition to his 10% Series G
Preferred Stock with a face value of $2 million for 5,682 shares of our Series I
Convertible  Preferred  Stock  with an  aggregate  face  value  of $5.7  million
(including  $132,000 in accrued  interest and dividends)  which was  convertible
into 7,891,416 shares of our common stock,  based on a fixed conversion price of
$.72 per share.  The Series I  Convertible  Preferred  Stock  accrued  dividends
quarterly at 10% per annum.

From May through  September 2001, Mr. Levy advanced an additional  $1.45 million
under revolving promissory notes at 10% per annum. Effective on the closing date
of the Halco  Investment,  we agreed to satisfy  $300,000 of indebtedness to Mr.
Levy by issuing  750,000  shares of our common stock.  In addition,  in December
2001,  Mr.  Levy  assigned  $.5 million of his notes to  affiliates  of W. David
Sykes, a former officer of nStor (Mr. Sykes), in a private  transaction in which
Mr. Levy purchased  1,700 shares of Series H Convertible  Preferred Stock with a
face value of $1.7  million.  The Series H Convertible  Preferred  Stock accrued
dividends  quarterly at 10% per annum. The remaining  outstanding  borrowings to
Mr. Levy at December 31, 2001 amounted to $.65 million, with interest at 10% per
annum,  payable  quarterly  and  scheduled to mature on December  15,  2002,  as
extended.  No interest or dividend payments were made in cash to Mr. Levy during
2001.

In connection with the Halco Investment,  Mr. Levy converted his Series E, H and
I Convertible  Preferred  Stock in January 2002 and received  19,062,079  common
shares as follows:  10,752,527 shares as Conversion Shares;  6,651,488 shares as
Inducement Shares; and 1,658,064 shares as Dividend Shares.

  Larry Hemmerich

See Employment Agreements.

Loans Made by 5% Shareholder

From  December 31, 2000 and through March 27, 2001,  Bernard  Marden and a trust
controlled by Mr. Marden (collectively, Mr. Marden) loaned us $1.3 million under
convertible   promissory  notes  bearing  interest  at  8%  per  annum,  payable
semi-annually  and maturing on March 31,  2003.  Effective  April 12, 2001,  Mr.
Marden agreed to exchange his notes for 1,263 shares of our Series I Convertible
Preferred Stock with a face value of $1.3 million  (including $13,000 in accrued
interest), which was convertible into 1,753,724 shares of our common stock based
on a fixed  conversion  price  of $.72  per  share.  The  Series  I  Convertible
Preferred Stock accrued dividends, payable quarterly, at 10% per annum.

In June 2001, Mr. Marden loaned us an additional  $.45 million at 10% per annum,
payable monthly, and maturing December 15, 2001, as extended.

In connection with the Halco  Investment,  Mr. Marden converted his Series E, H,
and I Convertible  Preferred Stock in January 2002 and received 7,980,288 common
shares as follows:  4,448,168 shares as Conversion  Shares;  2,802,212 shares as
Inducement Shares; and 729,908 shares as Dividend Shares.

During 2001, we paid $44,261 in interest and dividend payments to Mr. Marden.

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.

                            By:   /s/ Thomas Gruber
                               -------------------------------
                               Thomas Gruber,
                               Acting President, Chief
                               Operating and Financial Officer

Dated:  April 18, 2002

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 19, 2002       /s/    Maurice A. Halperin
                     ------------------------------------------------
                      Maurice A. Halperin, Chairman of the Board

April 18, 2002      /s/    H. Irwin Levy
                    -------------------------------------------------
                      H. Irwin Levy, Vice Chairman of the Board and
                      Chief Executive Officer

April 18, 2002      /s/    Thomas Gruber
                    -------------------------------------------------
                     Thomas Gruber, Acting President, Chief Operating
                     and Financial Officer

April 17, 2002      /s/    Roger H. Felberbaum
                    -------------------------------------------------
                     Roger H. Felberbaum, Director

April 18, 2002      /s/    Bernard R. Green
                    -------------------------------------------------
                     Bernard R. Green, Director

April 18, 2002      /s/    Jack Jaiven
                    -------------------------------------------------
                     Jack Jaiven, Vice President, Treasurer

April 18, 2002      /s/    Michael L. Wise
                    -------------------------------------------------
                     Michael L. Wise, Director