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# U.S.
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-KSB/A No. 1

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# [X]  ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2000

# [  ] TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-16423

# SAN Holdings, Inc.
(Name of Small Business Issuer in its Charter)

Colorado   
              
              
              
              
          
              
        84-0907969
              
              
              
    (State of incorporation)    
              
              
          
             
   (I.R.S. Employer Identification No.)

900 West
Castleton Road, Suite 210, Castle Rock, CO 80104
      
              
             
(303) 660-3933
(Address including zip code, area code and telephone number of Registrant's
principal executive offices.)

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

Securities registered pursuant to Section 12(g) of the Act:
              
              
Title of Each Class
              
              
        
              
Name of Each Exchange on Which Registered
              
     Common stock, no par value
              
              
              
              
OTC Bulletin Broad

Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act during the past 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 [  ]

Check if disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.
[  ]

Issuer's revenues
for its most recent fiscal year: $18,310,413

As of March 23, 2001,
9,300,874 shares of the Registrants common stock were outstanding.

On March 23, 2001, the
aggregate market value of the voting common equity held by non-affiliates of the
registrant was approximately $5,306,500. This amount was calculated by reducing
the total number of shares of the registrants common stock outstanding on
March 23, 2001 by the total number of shares of common stock held by officers
and directors, and stockholders owning in excess of 5% of the registrants
common stock, and multiplying the remainder by the closing price of the
registrants common stock on March 23, 2001, as reported on the
over-the-counter market.

Transitional Small
Business Disclosure Format (check one): Yes [  ] No
[X]

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# PART III

## Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act

## Management

Information about the
executive officers and directors of the Company is set forth below:

Name    
          
      
    
      Age
    
      Position
    
      John Jenkins    
          
      51
    
        Chairman of the
Board of Directors, CEO and President
    
      Holly J. Burlage    
        
   37
    
        Vice President of
Finance and Administration
    
      Robert K. Brooks    
  
      58
     
        Director
    
      William R. Hipp    
     
      63
      
        Director
    
      Mishari Marafie    
    
      27
     
        Director

John
Jenkins, Chairman, CEO and President, joined the Company in
November 2000. From January 1995 through June 2000, Mr. Jenkins was CEO,
President and a director of TAVA Technologies (formerly Topro) where he led the
build-out of a national systems integration business by merging four private
companies into an existing public company in two years time. In 1999, all
outstanding TAVA shares were sold in a cash transaction approved by TAVA
shareholders. Prior to joining TAVA, Mr. Jenkins served as president of Morgan
Technical Ceramics, Inc., a wholly-owned subsidiary of Morgan Crucible plc, a
diversified industrial products company based in England and publicly-traded on
the London stock exchange, and Vice President and General Manager of the
Structural Ceramic Division Coors Ceramic Company, a subsidiary of Adolph Coors
Company. Mr. Jenkins holds a B.S. from the University of Washington and a J.D.
from the University of Denver.

Holly
Burlage, Vice President of Finance and Administration, joined the
Company in February 2001. Ms. Burlage held multiple financial positions with
Integrated Security Systems, Inc., a publicly traded security software provider
from 1994 until 2001. From 1999 until 2001, she was Executive Vice President and
Chief Financial Officer of ISSI. Prior to 1994, Ms. Burlage was Corporate
Controller for Signature Home Care Group, Inc. and Controller and Chief
accounting officer of National Heritage, Inc., a publicly traded long-term care
company. Ms. Burlage holds a B.B.A from Baylor University.

Robert K.
Brooks, Director,joined the Companys board of directors in
June 2000. He has over 30 years of experience in the Information Technology
industry, having held positions in recruiting, sales and management. In June
1993, Mr. Brooks became Chairman and Managing Partner of The Systems Group and
Technical Directions, Inc., after it merged with his contract programming,
consulting and project management firm. In January 1995, The Systems Group was
acquired by ACS Technology Solutions, a wholly owned subsidiary of Affiliated
Computer Services, an international IT services company (NYSE:ACS). Thereafter,
from June 1993 through December 1999, Mr. Brooks served as Senior Vice President
of Affiliated Computer Services and as Executive Vice President of ACS
Technology Solutions, Inc. Currently, he is a director of Cornus Corporation of
Medford, Oregon, a privately held desktop software products company. Mr. Brooks
served as a Captain in the U.S. Marine Corps from 1965 to 1969, and was a Combat
Artillery Officer in the Republic of South Vietnam. He received a Bachelor of
Science Degree in Psychology from the University of New Mexico in 1965.

---

William R.
Hipp, Director, joined the Companys board of directors in
June 2000. Mr. Hipp is one of the co-founders of 2M Invest, a venture capital
company based in Californias Silicon Valley, and he serves as its Managing
Partner of US operations. He has served as President and CEO of RadioMail
Corporation (now BlueKite.com), President of Dowty Network Systems and Vice
President of Hughes Lan Systems (Sytek). Before joining the high-technology
industry, Mr. Hipp was a Colonel in the United States Air Force, where he
managed advanced technology projects. He has lived outside of the United States
for 15 years, has extensive international sales experience, speaks Japanese and
has an MBA in Finance and Economics from the University of Southern California.
He is Chairman of the Board of Directors of Memory Corporation (NASDAQ:MEMY),
Retriever Communications (Australia), BlueKite and ITeleWeb, and is a
board member of 95Info, a Beijing-based joint venture with the Chinese
government.

Mishari
Marafie, Director, joined the Companys board of directors
in June 2000. He is an international businessman active in supervising a wide
range of international investments on behalf of his familys business
interests. Mr. Marafie has investment experience working with the International
Advisory Group at Merrill Lynch in New York in 1999, where he assisted in
preparing and managing mutual fund investment data, and in conducting research
into upcoming initial public offerings in the technology sector. In 1998, he was
a participant in the 1998 Merrill Lynch Global Investment Program at Princeton,
New Jersey and in New York City. Mr. Marafie graduated from the University of
Miami in 1999.

## Section 16(a)
Beneficial Reporting Compliance

Based
solely on a review of Forms 3 and 4 and amendments thereto furnished to the
Company during 2000, and Forms 5 and amendments thereto furnished to the Company
with respect to 2000, and certain written representations, no persons who were
officers and directors of the Company failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during the most recent or prior
fiscal years, except as follows:

Each
of the following persons who are or were Officers and/or Directors of the
Company filed their Form 3's late: Warren Smith, L.W. Buxton, Louis Coppage,
Cory J. Coppage, William R. Hipp, Robert K. Brooks, and Kenneth L. Willis.
Mishari Marafie, a Director, failed to file a Form 3. In addition, L.W. Buxton
filed one Form 4 reporting three transactions late; Warren Smith filed one Form
4 reporting one transaction late; John Jenkins filed one Form 4 reporting one
transaction late; and Ross Bernstein filed two Form 4's reporting two
transactions late.

## Compensation
of Directors and Executive Officers

# Summary
Compensation Table

The
following table sets forth information regarding compensation paid during the
past three fiscal years to the Company's Chief Executive Officer and to any of
the Company's four most highly compensated executive officers who earned total
salary and bonus in excess of $100,000 per year during the year ended December
31, 2000.

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`Annual Compensation             Long Term Compensation
                       -------------------------------  ---------------------------------
                                                               Awards            Payouts
                                                        -------------------      -------
  Name and                                              Restricted Securities
  principal                               Other annual    stock    underlying     LTIP     All other
  position     Year    Salary     Bonus   compensation    Awards  Options/SARs   payouts  compensation
                        ($)        ($)        ($)          ($)        (#)          ($)        ($)
    (a)        (b)      (c)        (d)        (e)          (f)        (g)          (h)
  ---------   -----    ------    -------  ------------  --------- ------------   -------  ------------
John
Jenkins,      2000(1)    -0-       -0-     $58,230(2)      -0-       -0-           -0-        -0-
President
and CEO
L.W. Buxton,
President     2000(1) $210,000(3)  -0-        -0-          -0-      80,000(4)      -0-        -0-

Louis C.      1999       -0-       -0-        -0-          -0-       -0-           -0-        -0-
Coppage       1998       -0-       -0-        -0-          -0-       -0-           -0-        -0-`

___________________

|(1) | Mr. Jenkins became the Company's CEO and President in November 2000, succeeding
Mr. Buxton as President.
|--- | --------------------------------------------------------------------------------------------------------

|(2) | Represents compensation paid pursuant to a consulting agreement before Mr.
Jenkins' formal employment by the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(3) | Represents compensation paid to Mr. Buxton in all positions he held during the
year.
|--- | ------------------------------------------------------------------------------------

|(4) | These options are exercisable at $10.00 per share
|--- | -------------------------------------------------

# Option and
Stock Appreciation Right Grants Table

The
following table sets forth information regarding the grant of options and stock
appreciation rights during the fiscal year ended December 31, 2000, to any of
the executive officers required to be named in the Summary Compensation Table.

`Number of Securities    Percent of total options/     Exercise or
                 Underlying Options/    SARs granted to employees      base price   Expiration
  Name            SARs granted (#)         in fiscal year (%)           ($/Sh)        date
  (a)                   (b)                       (c)                     (d)         (e)
  ----          --------------------    -------------------------     -----------   ----------

L.W. Buxton            80,000                     5.7%                  $10.00      03/09/95`

# Compensation
of Directors

In
June 2000, the Company granted 5,000 options, exercisable at $10.82 per share,
to each of its non-employee directors, Messrs. Brooks, Hipp, and Marafie. The
Company paid no cash compensation to its directors for their services during
2000.

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## Item 11.
Security Ownership of Certain Beneficial Owners and Management

The
following table shows, as of March 31, 2001, the number of voting shares
beneficially owned by: (1) any person (including any "group") who the Company
believes to be the beneficial owner of more than five percent of the Company's
voting shares; (2) all directors and director-nominees of the Company; (3) all
executive officers of the Company required to be named in the Summary
Compensation Table; and, (4) all directors and executive officers of the Company
as a group.

`Amount and Nature of         Percent
    Name and Address of Beneficial Owner        Beneficial Ownership         of Class
    ------------------------------------        --------------------         --------

    John Jenkins                                     275,000 (1)               2.9%
    900 West Castleton Road, Suite 100
    Castle Rock, CO  80104

    Robert K. Brooks                                  25,000 (2)                *
    900 West Castleton Road, Suite 145
    Castle Rock, CO  80104

    William R. Hipp                                   18,333 (2)                *
    900 West Castleton Road, Suite 145
    Castle Rock, CO  80104

    Mishari Marafie                                    5,000 (2)                *
    900 West Castleton Road, Suite 145
    Castle Rock, CO  80104

    All executive officers                           323,333 (3)               5.6%
    and directors as a group (5 persons)

    Santerre Van Moer                              1,441,077                  15.5%
    Rue Charles Martel 52-
    54 L2134 Luxemburg
    Belgium

    L. W. Buxton                                   1,355,667 (4)              14.5%
    10691 E. Tomichi Drive
    Franktown, CO 80116

    Warren Smith                                   1,338,667 (5)              12.7%
    930 Dolan Drive
    Monument, CO 80132`

___________________

*  
  Less than 1%.

|(1) | Includes 75,000 shares held of record by Mr. Jenkins, 100,000 shares underlying
a currently exercisable option to purchase shares from the Company and 100,000
shares underlying a currently exercisable option to purchase shares from another
shareholder.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2) | Includes 5,000 shares underlying a currently exercisable option.
|--- | ----------------------------------------------------------------

|(3) | Reflects shares and options held by four directors and two executive officers at
March 31, 2001. Reflects the aggregate 108,333 shares held of record and 215,000
shares underlying currently exercisable options.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 1,275,667 shares held of record by Mr. Buxton and 80,000 shares
underlying currently exercisable options.
|--- | ------------------------------------------------------------------------------------------------------------------

|(5) | Includes 1,278,667 shares held of record by Mr. Smith and 60,000 shares
underlying currently exercisable options.
|--- | -----------------------------------------------------------------------------------------------------------------

## Item 12.
Certain Relationships and Related Transactions

In
March 1999, the Company settled an overdue note payable to a non-affiliated
third party. The note payable and accrued interest of $62,291 as of December 31,
1998 were settled for a cash payment of $35,000 and the issuance of Company
shares valued at $ 15,000, for total consideration of $50,000 and a gain on
settlement of debt of $ 12,291. In conjunction with this settlement, Louis
Coppage, President and CEO of the Company at the time, loaned the Company the
$35,000 necessary for the payment of the settlement pursuant to a 10% promissory
note with interest and principal due March 1, 2001. The promissory note was
secured by 17,500 shares of Alliance Medical Corporation, a non-trading
security, and provided an option to purchase those shares at a price of $2.00
per share for a period of up to one year following the repayment of the note.
The Alliance shares had been acquired by the Company in connection with a
previously contemplated business combination. In November 1999, the Company
redeemed the Note from the Holders assignee in exchange for 37,042
restricted common shares, based on a fair market value of $37,042.

During
fiscal 1999, the Company incurred $292,141 in compensation expense as a result
of a July 1, 1998 consulting agreement with Estate Management Services
(EMS), a principal shareholder, for business development services.
The agreement was terminated in November 1999 upon payment of 1,765,725
(pre-split) restricted common shares of the Company. The Company also
transferred to EMS 64,466 shares of Alliance Medical Corporation Common Stock, a
non-trading security. The Alliance shares had been acquired by the Company in
connection with a previously contemplated business combination.

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# SIGNATURES

In accordance with Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SAN Holdings, Inc.
                
                
                
                
                
                
                  
             
   (Registrant)
Date:   April 30, 2001
                
                
          
  /s/ John Jenkins
                
                
                
                
                
                
                
John Jenkins
                
                
                
                
                
                
                
Director, Chairman of the Board, and Chief Executive
                
                
                
                
                
                
                
Officer

In accordance with the
Exchange Act, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

SAN Holdings, Inc.
                
                
                
                
                
                
                  
             
   (Registrant)

Date:   April 30, 2001
                
                
          
  /s/ JOHN JENKINS
                
                
                
                
                
                
                
Director, Chairman of the Board, and Chief
                
                
                
                
                
                
                
Executive Officer
Date:   April 30, 2001
                
                
          
  /s/ HOLLY J. BURLAGE
                
                
                
                
                
                
                
Holly J. Burlage
                
                
                
                
                
                
                
Vice President
                
                
                
                
                
                
                
and Treasurer
                
                
                
                
                
                
                
(Principal Financial and Accounting Officer)

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