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, 2000

                                       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 $.05 per share (Common  Stock),  was the only class of
voting common equity of the Registrant  outstanding on December 31, 2000.  Based
on the last  sales  price of the Common  Stock on the  American  Stock  Exchange
(AMEX)  on  March  30,  2001  ($  .79),  the  aggregate   market  value  of  the
approximately   21,854,000   shares  of  the   voting   Common   Stock  held  by
non-affiliates was approximately $17.3 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:

              35,478,489 shares of common stock, par value $.05 per
              share, were outstanding as of March 30, 2001.


                       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, 2000,  filed with the  Securities  and Exchange
Commission on April 17, 2001.

                                    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
------------------- ------  -------------------------     -----------  --------
H. Irwin Levy        74      Chairman of the Board           1995 (1)    -

Roger H. Felberbaum  58      Director                        2000 (2)    -

Larry Hemmerich      63      Director, President and
                             Chief Executive Officer         2000 (3)   2000 (3)

Bernard R. Green     82      Director                        1997 (4)     -

Michael L. Wise      58      Director                        1989        (5)

Jonathan Ash         44      Vice President, Direct Sales      -        2000 (6)

Craig L. Bissell     42      Vice President, Human Resources
                             and Administration                -        2000 (7)

Joel F. Brody        58      Vice President, Engineering
                             (San Diego) and Technical         -        2000 (7)
                             Services

James A. Habuda      44      Vice President, OEM /
                             Channel Sales                     -        2000 (6)

Jack Jaiven          54      Vice President, Chief
                             Financial Officer and
                             Treasurer                         -        1999 (8)

M. Thomas Makmann    54      Vice President, Business
                             Development                       -        2000 (9)

Thomas G. Wrightson  54      Vice President, Operations        -        2000 (6)


<PAGE> 4


----------------
(1)  Mr. Levy  previously  served as our Chairman of the Board of Directors from
     1987 until July 1991.
(2)  Mr. Felberbaum was appointed to the Board of Directors in February 2000.
(3)  Mr.  Hemmerich  was appointed to the Board of Directors in January 2000, at
     which  time  he  commenced  employment  with us and  was  appointed  as our
     President and Chief Executive Officer.
(4)  Mr. Green was appointed to the Board of Directors in May 1997.
(5)  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.
(6)  Mr. Ash, Mr. Habuda and Mr. Wrightson commenced employment with us in March
     2000.
(7)  Mr. Bissell and Mr. Brody commenced employment with us in August 2000.
(8)  Mr. Jaiven  previously served as Vice President and Chief Financial Officer
     from July 1989 until  June 1991 and also from  January  1997 until  October
     1997.
(9)  Mr. Makmann commenced employment with us in December 2000.

The  terms  of  the  directors  will  expire  at  the  2001  Annual  Meeting  of
Shareholders.

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
Curtin Kornfeld and del Russo.

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.

Larry  Hemmerich  was the General  Manager of the  Software  and SAN  Management
operation of  Hewlett-Packard's  Enterprise  Storage Business Unit from May 1999
until  January  2000.  From June 1998 until May 1999,  Mr.  Hemmerich  was Chief
Operating  Officer of Transoft  Networks and from  November 1992 until May 1998,
Mr.  Hemmerich was Executive Vice President of Data General and General  Manager
for CLARIION business unit.

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.

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.

Jonathan Ash held various positions with Unisys Corporation, including executive
positions in Europe,  from October 1979 until March 2000,  and was most recently
the Director of Storage Sales for Unisys North American Operations.  Mr. Ash has
in excess of twenty years experience in the computer industry.

Joel F. Brody held various  management  positions with Unisys  Corporation  from
July 1978 until  August  2000,  and was most  recently  Director of Platform and
Technology Marketing. Mr. Brody has in excess of thirty-five years experience in
the computer industry.


<PAGE> 5


Craig L.  Bissell,  J.D. was  Corporate  Vice  President,  Human  Resources  for
Novaeon,  Inc.  from March 1999 to July 2000,  and served as Regional  Director,
Human  Resources  for Time  Warner,  Inc.  from August  1995 to March 1999.  Mr.
Bissell has seventeen years of executive level experience in various industries.

James  A.  Habuda  was  Vice  President,  OEM  Sales  for  Adaptec/  Distributed
Processing Technology (DPT) from September 1988 until March 2000. Mr. Habuda has
in excess of twenty years of senior level  management  and  international  sales
experience.

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. Mr. Jaiven
previously  served as Vice President and Chief Financial  Officer of our company
from January 1997 until October 1997 and also from July 1989 until June 1991.

M.  Thomas  Makmann  has  thirty  years  of  experience  where  he has  held top
management  positions in various startup and turn-a-round  companies in the high
tech arena. Mr. Makmann was most recently from October 1999 until June 2000, the
President of Hammer Storage Solutions.  Previously,  he served as Executive Vice
President  Corporate  Business  Development  for  West  World  Productions  from
September  1998 until  September  1999,  and as  President  and Chief  Executive
Officer of Shepherd Surveillance from January 1996 until July 1998.

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.

                                  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  regulation  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) Vice  Presidents
Jonathan Ash,  Thomas G.  Wrightson,  Joel F. Brody and Craig L. Bissell did not
file Initial  Statement of  Beneficial  Ownership of  Securities  on Form 3 on a
timely basis with respect to commencement of their employment on March 20, 2000,
March 13, 2000, August 14, 2000, and August 14, 2000, respectively;  (ii) Former
Vice  President  David W. Tweed did not file  Initial  Statement  of  Beneficial
Ownership of Securities on Form 3 on a timely basis with respect to commencement
of his employment on March 10, 2000;  (iii) Former President and Chief Executive
Officer  Lawrence F.  Steffann did not file  Statement of Changes in  Beneficial
Ownership  on Form 4 on a timely  basis  for  150,000  shares  acquired  through
exercising options and the subsequent sale of 139,900 shares of our common stock
during  December  1999 in nineteen  separate  transactions;  and (iv) Bernard R.
Green did not timely file a Statement of Changes in Beneficial Ownership on Form
4 for 24,000 shares of our common stock sold during  January 2000 and for 10,000
shares of our common stock sold during February 2000.

Item 11.  Executive Compensation

The  following  table sets forth for the fiscal  years ended  December 31, 2000,
1999 and 1998, the  compensation  awarded to, earned by or paid to those persons
who were,  during  fiscal  2000,  (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).


<PAGE> 6


                           Summary Compensation Table

                                                                      Securities
                                                                      Underlying
    Name and                  Annual Compensation    All Other Annual   Options/
Principal Position     Year   Salary        Bonus     Compensation      SAR's(#)
------------------    -----  ----------------------- ---------------- ----------
Larry Hemmerich        2000  $297,917(1) $125,000(2)        -          1,250,000
  President and Chief  1999      -            -             -               -
  Executive Officer    1998      -            -             -               -

Lawrence F. Steffann   2000  $ 56,021(3)      -        $864,375(4)          -
  Former President     1999  $253,900         -        $188,750(5)          -
  and Chief Executive  1998  $103,007(6)      -             -            750,000
  Officer

Jonathan Ash           2000  $108,285(7) $ 30,000           -            155,000
  Vice President,      1999      -            -             -               -
    Direct Sales       1998      -            -             -               -

James A. Habuda        2000  $114,231(8)      -        $ 46,500(9)       165,000
  Vice President,      1999      -            -             -               -
    OEM/Channel Sales  1998      -            -             -               -

David W. Tweed         2000  $209,134(10)     -             -            175,000
  Vice President,      1999      -            -             -               -
    Solution Sales     1998      -            -             -               -

Thomas G. Wrightson    2000  $114,231(8)      -        $ 26,046(11)      205,000
  Vice President,      1999      -            -             -               -
    Operations         1998      -            -             -               -

----------
(1)  Represents  salary received by Mr. Hemmerich  commencing  January 17, 2000,
     the first date Mr. Hemmerich became employed by us.
(2)  The bonus earned by Mr. Hemmerich for fiscal 2000 has not been paid to him.
     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  with a fair value of  $125,000
     which accrues quarterly  dividends at 10% per annum and is convertible into
     173,611.25 shares of our common stock.
(3)  Represents  salary  received  by Mr.  Steffann  from  January 1, 2000 until
     January  26,  2000,  the date on which he resigned  as our  President,  and
     includes $27,175 paid to Mr. Steffann as severance compensation.
(4)  Represents  the dollar value of the  difference  between the price paid for
     the  purchase of 225,000  shares of our common  stock  underlying  Employee
     Incentive  Stock Options and the fair market value at the dates of purchase
     ($614,375)  and the dollar value of 43,479 shares given to Mr.  Steffann as
     part of his severance compensation ($250,000).
(5)  Represents  the dollar value of the  difference  between the price paid for
     the  purchase of 150,000  shares of our common  stock  underlying  Employee
     Incentive Stock Options and the fair market value at the dates of purchase.
(6)  Represents  salary  received by Mr.  Steffann  commencing June 1, 1998, the
     first date Mr. Steffann was employed by us.
(7)  Represents  salary received by Mr. Ash commencing March 20, 2000, the first
     date Mr. Ash was employed by us.
(8)  Represents salary received by Mr. Habuda and Mr. Wrightson commencing March
     13, 2000, the first date Mr. Habuda and Mr. Wrightson became our employees.
     (9) Represents commissions earned by Mr. Habuda.
(10) Represents  salary  received by Mr. Tweed  commencing  April 10, 2000,  the
     first date Mr. Tweed was employed by us.
(11) Represents certain relocation  expenses paid to Mr. Wrightson in connection
     with his relocation efforts upon commencement of employment with us.


<PAGE> 7

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.  Additional  terms of the grant
provided for the immediate vesting of 500,000 shares under the option should the
market price of our common stock reach $9.50 at any time prior to July 17, 2001,
and the immediate  vesting of all  1,000,000  shares under the option should the
market  price of our common  stock reach $14.50 at any time prior to 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  resigns his  employment or we terminate  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  would  expire  30 days from the date of
resignation  and in the case of termination  for cause,  all of the  unexercised
options would immediately terminate.

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 experience  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 is equal to or exceeds $5.00 per share on December 31, 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 bears interest at 10%
per annum,  payable quarterly and is due thirty days from 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 with a face
value of $125,000,  which  accrues  quarterly  dividends at 10% per annum and is
convertible into 173,611.25 shares of our common stock.

We entered into an employment agreement with Lawrence F. Steffann,  effective as
of June 1, 1998,  pursuant to which Mr.  Steffann was employed as President  and
Chief  Executive  Officer.  The  agreement  provided for the  employment  of Mr.
Steffann  through  June 1, 2001,  at an annual base  salary of  $200,000  (which
salary was increased to $250,000 annually effective January 1, 1999), subject to
annual  increases at the discretion of the Board of Directors.  Mr. Steffann was
also granted options to purchase 750,000 shares of our common stock at $1.20 per
share with 125,000 shares vesting every six months.  Effective January 26, 2000,
we entered  into a  termination  agreement  with Mr.  Steffann  relating  to the
termination  of his  employment.  Pursuant to the  agreement,  we issued  43,479
shares of our common stock to Mr. Steffann and paid him $27,175 in cash.


<PAGE> 8

<TABLE>
<CAPTION>

Option/Stock Appreciation Rights (SAR) Grants

The following  table sets forth  information  regarding  options to purchase our
common stock granted  during fiscal 2000 to the Named  Officers  pursuant to the
1996 Stock Option Plan (the Plan). No SARs were granted.

                                   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  ----------------------
                       (#)         2000       ($/sh)        Date         5%($)      10%($)
                   ------------  ----------  ---------   ----------  ----------------------
<S>                <C>           <C>         <C>         <C>         <C>         <C>
Larry Hemmerich    1,000,000(1)     30%       $2.50       12/29/09   $4,072,237  $6,484,356
                     250,000         7%       $2.00       10/11/10   $  814,447  $1,296,871

Jonathan Ash         125,000         4%       $2.94       04/18/10   $  598,619  $  953,200
                      30,000         1%       $2.00       10/11/10   $   97,734  $  155,625

James A. Habuda      150,000         4%       $2.94       04/18/10   $  718,343  $1,143,840
                      15,000         *        $2.00       10/11/10   $   48,867  $   77,812

David W. Tweed       150,000         4%       $2.94       04/18/10   $  718,343  $1,143,840
                      25,000         1%       $2.00       10/11/10   $   81,445  $  129,687

Thomas G. Wrightson  175,000         5%       $2.94       04/18/10   $  838,066  $1,334,480
                      30,000         1%       $2.00       10/11/10   $   97,734  $  155,625
* Less than 1%
<FN>

(1)  The option granted to Mr. Hemmerich was dated effective  December 29, 1999,
     the date on which the terms of Mr. Hemmerich's employment were agreed to by
     us and Mr. Hemmerich.
</FN>
</TABLE>

<TABLE>
<CAPTION>

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, 2000. No
SARs have been granted or are outstanding.

                          OPTION EXERCISES DURING 2000
                           AND YEAR-END OPTION VALUES

                                                      Number of                Value of Unexercised
                        Shares                  Unexercised Options at        In-the-Money Options at
                       Acquired                 December 31, 2000 (#)         December 31, 2000 ($) (2)
                         on         Value       --------------------------   --------------------------
Name                   Exercise    Realized     Exercisable  Unexercisable   Exercisable  Unexercisable
--------------------   --------   ----------    -----------  -------------   -----------  -------------
<S>                    <C>        <C>           <C>          <C>             <C>          <C>

Larry Hemmerich          -0-         -0-            -0-        1,250,000         -0-           -0-

Lawrence F. Steffann   225,000    $614,375(1)       -0-            -0-           -0-           -0-

Jonathan Ash             -0-         -0-            -0-          155,000         -0-           -0-

James A. Habuda          -0-         -0-            -0-          165,000         -0-           -0-

David W. Tweed           -0-         -0-            -0-          175,000         -0-           -0-

Thomas G. Wrightson      -0-         -0-            -0-          205,000         -0-           -0-

<FN>
(1)  The closing price for our common stock,  as reported by the American  Stock
     Exchange  (AMEX) was $3.25 on January 10,  2000,  $5.00 on February 4, 2000
     and $4.13 on February 24, 2000, the dates on which Mr.  Steffann  exercised
     options to purchase 100,000, 50,000 and 75,000 shares, respectively.  Value
     realized  is  calculated  by  multiplying  (a) the  difference  between the
     closing price and the option  exercise  price of $1.20 by (b) the number of
     shares of common stock underlying the option.

(2)  The closing price for our common stock, as reported by AMEX on December 29,
     2000,  was $1.25.  Since the exercise  price  exceeds the closing  price at
     year-end,  none of the  unexercised  options were in- the-money at December
     31, 2000.
</FN>
</TABLE>


<PAGE> 9

Compensation Committee Interlocks and Insider Participation

Since the  Compensation  Committee did not meet during  fiscal 2000,  the entire
Board of Directors participated in deliberations concerning compensation paid to
our executive officers.

Larry Hemmerich,  our President and Chief Executive Officer, is also a member of
the Board of Directors.

Michael L. Wise served as our former Vice  President and is also a member of the
Board of Directors.

Directors Compensation

Our  non-employee  directors are entitled to receive $1,500 for each  directors'
meeting  attended.  With the exception of Larry  Hemmerich,  none of the current
directors are also our employees. In addition,  during fiscal 2000, non-employee
directors    earned    annual    compensation    in   the   form   of    monthly
management/consulting  fees and board fees for services  rendered to us in their
respective  capacities as directors as follows:  Roger H.  Felberbaum - $15,500,
Michael L. Wise - $44,187  (including $26,187 from the purchase of 10,000 shares
of our common  stock  underlying  stock  options),  H. Irwin Levy and Bernard R.
Green - $16,500 each.

In January 2000, we paid  compensation  earned through  December 1999, which had
previously been deferred as follows:  Bernard Green,  $17,750; H. Irwin Levy and
Michael L. Wise, $17,000 each. Commencing in February 2000, all directors agreed
to defer receipt of all compensation earned until certain events occur including
obtaining  sufficient  financing.  Mr. Wise's  compensation is payable to Yadgim
Partners, of which Mr. Wise's wife is a general partner.

Pursuant  to  our  1996  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.


Item 12.  Security Ownership of Management and Beneficial Owners

The following table sets forth, as of April 20, 2001,  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  (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
--------------------------   -----------------------    ------------------
H. Irwin Levy                     15,889,977 (2)                35.6%
100 Century Blvd.
West Palm Beach, FL 33417

W. David Sykes                     7,488,099 (3)                17.4%
2016 Ocean Front
Del Mar, CA  92014


Sykes Family Trust                 6,676,750                    15.8%
5415 Oberlin Drive
San Diego, CA 92121

Bernard Marden                     6,470,711                    16.5%
1290 S. Ocean Blvd.
Palm Beach, FL  33480

Maurice Halperin                   3,192,444                     9.0%
2500 N. Military Trail
Boca Raton, FL  33431


<PAGE> 10

Michael L. Wise                      646,412 (4)                 1.8%

Bernard R. Green                     341,348                     1.0%

Jonathan Ash                          41,666                        *

Roger H. Felberbaum                   52,500 (5)                    *

James Habuda                          50,000                        *

Larry Hemmerich                      510,986                     1.4%

Jack Jaiven                           60,000 (6)                    *

Lawrence F. Steffann                 245,100 (7)                    *

David W. Tweed                         2,000 (8)                    *

Thomas G. Wrightson                   58,333                        *

All executive officers            17,651,222                    38.8%
 and directors,
 as a group (12 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,   warrants,   convertible   equity   securities   or
     subscription  agreements  that are  exercisable,  convertible or obtainable
     within 60 days of the date hereof: Mr. Levy - 9,093,916 shares; Mr. Sykes -
     7,478,999  shares;  Sykes Family  Trust - 6,676,750  shares;  Mr.  Marden -
     3,682,890 shares; Mr. Wise - 192,000 shares; Mr. Green - 60,000 shares; Mr.
     Ash - 41,666 shares;  Mr.  Felberbaum - 20,000 shares;  Mr. Habuda - 50,000
     shares;  Mr.  Hemmerich - 510,986 shares;  Mr. Jaiven - 45,000 shares;  Mr.
     Steffann - 225,000 shares; Mr. Wrightson - 58,333 shares; and all executive
     officers  and  directors  as a group - 10,071,901  shares.  See  "Executive
     Compensation".
(2)  Includes 335,897 shares owned by a corporation controlled by Mr. Levy.
(3)  Includes 6,676,750 shares held by Sykes Family Trust for which Mr. Sykes is
     a trustee,  and 406,583 shares held by Sykes  Children's Trust of 1993 over
     which Mr. Sykes has dispositive power.
(4)  Includes 227,410 shares owned by a retirement trust controlled by Mr. Wise.
     Also  includes the  following,  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.
(5)  Includes 7,500 shares held by Mr. Felberbaum's spouse.
(6)  Includes 15,000 shares held jointly with Mr. Jaiven's spouse.
(7)  Effective  January 26, 2000, we entered into a termination  agreement  with
     Mr.  Steffann.  Mr.  Steffann's  beneficial  ownership is based on the last
     Statement  of  Changes  in  Beneficial  Ownership  on Form 4  filed  by Mr.
     Steffann in January 2000 for  transactions  that occurred in December 1999.
(8)  Includes  1,000  shares  held by Mr.  Tweed's  spouse  for which Mr.  Tweed
     disclaims beneficial  ownership.  Mr. Tweed's beneficial ownership is based
     on the last Statement of Changes in Beneficial Ownership on Form 4 filed by
     Mr. Tweed for  transactions  that occurred in November  1999.  Mr.  Tweed's
     employment with our company was terminated in January 2001.


<PAGE>11

Item 13.  Certain Relationships and Related Transactions

Loans Made by Directors to Us

  H. Irwin Levy

At December 31, 1999,  outstanding  borrowings  included $1.6 million owed to H.
Irwin Levy,  which was paid off and satisfied in full in January  2000.  Between
June  and  December  2000,  Mr.  Levy  or  a  company  controlled  by  Mr.  Levy
(collectively,  Mr. Levy)  advanced an  additional  $4.4 million to us. Of these
amounts,  we repaid $.7 million and satisfied $2 million by issuing 2,000 shares
of our Series G Preferred  Stock with a face  amount of $2 million.  At December
31, 2000,  outstanding  borrowings  included  $1.7 million due to Mr. Levy,  the
maximum amount available under a revolving basis with interest at 10% per annum,
payable  quarterly  and  scheduled  to mature on  January  31,  2002.  Aggregate
interest paid to Mr. Levy during 2000 was $134,000.

Subsequent to December 31, 2000 and through March 27, 2001, Mr. Levy advanced an
additional $1.9 million.

Effective  April 12, 2001,  Mr. Levy agreed to exchange  all of his  outstanding
borrowings ($3.6 million) in addition to his Series G Preferred Stock for 5681.8
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 is
convertible  into 7,891,416 shares of our common stock. The Series I Convertible
Preferred Stock accrues dividends quarterly at 10% per annum.

  Larry Hemmerich

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.  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 note for 125 shares of our Series I Convertible
Preferred Stock with a face value of $125,000, which accrues dividends quarterly
at 10% per annum and is convertible into 173,611.25 shares of our common stock.

Loans Made by a Significant Shareholder (Greater than 5%)

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  1,262.7  shares  of our  Series I
Convertible Preferred Stock with a fair value of $1.3 million (including $13,000
in accrued  interest) which is convertible  into 1,753,724  shares of our common
stock. The Series I Convertible  Preferred Stock accrues dividends  quarterly at
10% per annum.

Syko Properties

We  currently  lease our San Diego  corporate  office from an entity owned by W.
David Sykes,  one of our officers  until early 2000,  and the trustee of a trust
that  beneficially  holds  15.8%  of our  common  stock.  We  paid  this  entity
approximately $331,000 during fiscal 2000.

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 Chief Financial Officer, is an officer of Advisor.

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

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) (1) Financial  Statements - See index to  Consolidated  Financial
    Statements at page 30 of this Form 10-K.

    (2) Financial  statement  schedules  have been omitted  because they are not
    required,  or because the information  required  therein is set forth in the
    Consolidated Financial Statements or the notes thereto.

    (3) Exhibits - See Exhibit Index at page 67-70 of this Form 10-K.

(b) No reports were filed or amended by the Registrant during the fourth quarter
    of 2000.


<PAGE> 13


                                  EXHIBIT INDEX
Exhibit
Number                            Description

2.1  Asset Purchase Agreement, dated November 30, 1999, by and among Registrant,
     nStor Taiwan,  Inc.,  OneofUs Company  Limited and certain  shareholders of
     OneofUs (4)

2.2  Merger  Agreement,  dated August 27,  1999,  by and among  Registrant,  NTI
     Acquisition Corp. and Andataco, Inc. (9)

2.3  Asset  Purchase  Agreement,  dated  January  10,  2000,  by and among nStor
     Corporation,  Inc., Borg Adaptive  Technologies,  Inc., QLogic  Acquisition
     Corporation and QLogic Corporation (6)

3.1  Restated Certificate of Incorporation of Registrant, as amended (5)

3.2  Restated Bylaws of Registrant (12)

4.1  Certificate of Designation of Series H Convertible Preferred Stock (1).

4.2  Certificate of Designation of Series I Convertible Preferred Stock (1).

4.3  Registration Rights Agreement, dated April 12, 2001, between Registrant and
     certain private investors (1)

4.4  Registration  Rights Agreement between Registrant and WRS Advisors III, LLC
     (1)

4.5  Form of  Registration  Rights  Agreement  between  Registrant  and  certain
     private investors (1)

4.6  Certificate of Designation of Series G Preferred Stock (1)

4.7  Registration Rights Agreement,  dated December 29, 2000, between Registrant
     and H. Irwin Levy (1)

4.8  Registration Rights Agreement between Registrant and Wishmasters, dated May
     4, 2000 (3)

4.9  Certificate of Designation of Series D Convertible Preferred Stock (8)

4.10 Certificate of Designation of Series E Convertible Preferred Stock (10)

4.11 Certificate of Designation of Series F Convertible Preferred Stock (10)

4.12 Form of Registration  Rights  Agreement for Series D Convertible  Preferred
     Stock (8)

4.13 Restated Certificate of Incorporation of Registrant (5)

4.14 By-Laws of Registrant, as amended (12)

4.15 Registration  Rights Agreement,  dated June 8, 1999, between Registrant and
     W. David Sykes (10)

4.16 Form of Registration  Rights  Agreement,  dated June 8, 1999, issued to the
     purchasers of Series E Convertible Preferred Stock (10)

10.1 Exchange  Agreement dated April 12, 2001,  between  Registrant and H. Irwin
     Levy (1)

10.2 Exchange  Agreement  dated April 12,  2001,  between  Registrant  and Sykes
     Family Trust and Sykes Children's Trust of 1993 (1)


<PAGE> 14

10.3 Exchange  Agreement  dated  April  12,  2001,  between  Registrant  and The
     Charlotte Marden 1993 Trust, Kenneth Endelson, The Herbert Gimelstob Family
     Charitable Foundation. Inc., Hilcoast Development Corp., H. Irwin Levy, MLL
     Corp., Patrice Auld, Bernard Marden, Alan H. Miller and Larry Hemmerich (1)

10.4 Subscription Agreement between Registrant and WRS Advisors III, LLC (1)

10.5 Form of Warrant, between Registrant and certain private investors (1)

10.6 Form of  Subscription  Agreement,  between  Registrant and certain  private
     investors (1)

10.7 Warrant to purchase 200,000 shares of common stock issued to H. Irwin Levy,
     dated December 29, 2000 (1)

10.8 Warrant to purchase 500,000 shares of common stock issued to H. Irwin Levy,
     dated December 29, 2000 (1)

10.9 Subscription Agreement,  dated December 29, 2000, between Registrant and H.
     Irwin Levy (1)

10.10 Warrant to purchase common stock issued to Wishmasters,  dated May 9, 2000
      (3)

10.11 Warrant to purchase common stock issued to Ladenburg  Thalmann,  dated May
      9, 2000 (3)

10.12 Common Stock Purchase Agreement between Registrant and Wishmasters,  dated
      May 4, 2000 (3)

10.13 Form of  Warrant, dated  January  26,  1999,  issued  in  connection  with
      Promissory Notes between Registrant and (i) Herbert Gimelstob, for 200,000
      shares,(ii) Maurice Halperin,  for 200,000 shares, (iii) Patrice Auld, for
      100,000 shares and (iv) James P. Marden, for 100,000 shares (11)

10.14 Form of Warrant, dated  September  22,  1998,  issued in  connection  with
      extending certain  subordinated  notes  (aggregate of 1,666,666  shares of
      which 333,334 remained unexercised at December 31, 2000) (11)

10.15 Warrant, dated June 8, 1999, issued to W. David Sykes (10)

10.16 Form of Warrant,  dated June 8,  1999,  issued to  purchasers  of Series E
      Convertible Preferred Stock (10)

10.17 Form of 8% Convertible Subordinated  Promissory Note,  between  Registrant
      and certain private investors (1)

10.18 Promissory  Note  for  $1,050,000,   dated  November  15,  2000,   between
      Registrant and MLL Corp. (1)

10.19 Promissory Note for $500,000, dated November 20, 2000,  between Registrant
      and Patrice Auld (1)

10.20 Promissory Note for $650,000, dated December 29, 2000,  between Registrant
      and H. Irwin Levy (1)

10.21 Promissory Note for $600,000, dated January 16, 2001,  between  Registrant
      and H. Irwin Levy (1)

10.22 Promissory Note for $125,000, dated January 17, 2001,  between  Registrant
      and Larry Hemmerich (1)

10.23 Letter Agreement,  dated October 18, 2000,  between  Registrant  and Larry
      Hemmerich, regarding revisions to Mr. Hemmerich's Employment Agreement (1)

10.24 Assumption and Amendment  Agreement,  dated  September  14, 2000,  between
      Registrant and Wells Fargo Credit, Inc. (2)

10.25 Third Amended and  Restated  Line of Credit Note  between  Registrant  and
      Wells Fargo Credit, Inc., dated September 14, 2000 (2)

10.26 Continuing Guaranty between Registrant and Wells Fargo Credit, Inc. (2)

10.27 Promissory Note, dated July 31, 2000, between Registrant and H. Irwin Levy
      in the amount of $2,500,000 (2)


<PAGE> 15


10.28 Promissory Note, dated October 11, 2000,  between  Registrant and H. Irwin
      Levy in the amount of $2,550,000 (2)

10.29 Promissory Note, dated October 11, 2000, between  Registrant and MLL Corp.
      in the amount of $750,000 (2)

10.30 Revised Employment  Agreement  between  Registrant  and  Larry  Hemmerich,
      President and Chief Executive Officer of Registrant (2)

10.31 Escrow Agreement  among  Registrant,  Wishmasters  and  Epstein,  Becker &
      Green, P.C., dated May 4, 2000 (3)

10.32 Form of Employment  Agreement  between  Registrant  and  Johan  Olstenius,
      Stuart Campbell and Fahim Ahmed in connection  with the acquisition of the
      assets of OneofUs Company Limited (4)

10.33 Employment Agreement dated January 17, 2000,  between Registrant and Larry
      Hemmerich (4)

10.34 1996 Stock Option Plan, dated October 5, 1996 (12)

10.35 Software License   Agreement,   dated  January  10,  2000,  between  nStor
      Corporation, Inc. and QLogic Acquisition Corporation (6)

10.36 Amendment to Registrant's 1996 Stock Option Plan (7)

21   Subsidiaries of Registrant (1)

---------

1)  Filed herewith.

2)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's  Form 10-Q for the quarter  ended  September  30,  2000,  filed
    November 14, 2000.

3)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's Form S-3 Registration Statement, filed June 7, 2000.

4)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's  Form 10-Q for the quarter ended March 31, 2000,  filed May 15,
    2000.

5)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's Form S-3 Registration Statement, filed January 9, 2000.

6)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's Form 8-K dated and filed January 14, 2000.

7)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's  Form 10-K for year ended  December 31,  1999,  filed April 14,
    2000.

8)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's  Form 10-Q for the quarter  ended  September  30,  1998,  filed
    November 16, 1998.

9)  Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's Form 8-K, dated and filed November 5, 1999.

10) Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's Form 8-K dated June 8, 1999, filed June 23, 1999.

11) Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's Form 10-K for the year ended December 31, 1998, filed April 15,
    1999.

12) Incorporated  by  reference  to  Exhibits  previously  filed as  Exhibits to
    Registrant's  Form 10-K for the year ended October 31, 1996,  filed  January
    28, 1997.


<PAGE> 16

                                   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/ Larry Hemmerich
                               ---------------------------
                               Larry Hemmerich,
                               President, Chief Executive
                               Officer and Director

Dated:  April 26, 2001

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 26, 2001        /s/    Larry Hemmerich
                      ---------------------------------
                      Larry Hemmerich, President, Chief
                      Executive Officer and Director

April 26, 2001        /s/    Jack Jaiven
                      --------------------------------------------
                      Jack Jaiven, Principal Financial Officer and
                      Principal Accounting Officer

April 26, 2001        /s/    Roger H. Felberbaum
                      -----------------------------
                      Roger H. Felberbaum, Director

April 26, 2001        /s/    Bernard R. Green
                      --------------------------
                      Bernard R. Green, Director

April 26, 2001        /s/    H. Irwin Levy
                      -----------------------
                      H. Irwin Levy, Director

April 26, 2001        /s/    Michael L. Wise
                      -------------------------
                      Michael L. Wise, Director