UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~October~~June 1220, ~~2005~~2006

SAN Holdings, Inc.

(Exact name of registrant as specified in its charter)

Colorado		0-16423		84-0907969
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

9800 Pyramid Court, Suite 130, Englewood, CO 80112

(Address of Principal Executive Offices) (Zip Code)

(303) 660-3933

Registrant’s telephone number, including area code

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 4.0102 ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit Report ~~Agreement~~or Completed Interim Review.

(a) On ~~October 12~~ June 20, ~~2005~~2006, ~~SANZ~~the ~~Inc.,~~Audit aCommittee ~~wholly-owned subsidiary~~ of SAN Holdings, Inc. ~~entered~~ ~~into a security agreement~~ (the “~~Security Agreement~~Company”) ~~with Avnet Partner~~determined ~~Solutions,~~ that athe ~~division~~Company’s ofaccounting ~~AVNET,~~for ~~Inc. (“Avnet”), one of~~ the ~~major~~first ~~suppliers~~closing ~~of goods to SANZ Inc. The security interest granted by SANZ Inc. to Avnet~~ in ~~the Security~~ ~~Agreement~~March ~~with~~2006 ~~respect~~of toits ~~the collateral described therein is generally~~private ~~subordinate~~ placement totransaction (the ~~existing~~“Private ~~security~~Placement”) ~~interest~~required ~~granted by SANZ Inc~~adjustment. toAs ~~Wells~~a ~~Fargo~~ result, ~~Business~~the ~~Credit,~~Audit ~~Inc.~~Committee in ~~connection~~consultation with ~~the~~management ~~credit~~concluded ~~facility provided~~that by the ~~Wells~~ Company’s ~~Fargo~~interim ~~Bank,~~financial ~~N.A.~~statements ~~(acting~~as ~~through~~of ~~its Wells Fargo Business Credit operating division) (“Wells Fargo”)~~ and, infor ~~connection~~the ~~therewith,~~quarter ~~Avnet~~ended ~~and~~March ~~Wells Fargo~~31, ~~entered~~ 2006 ~~into~~should ~~that~~not ~~certain~~be ~~Intercreditor~~relied ~~and Remittance Agreement dated as of October 12, 2005, which Intercreditor Agreement was acknowledged and agreed to by SANZ Inc~~upon.

~~Item~~The 9 issue of the Company’s accounting for the March 2006 closing of the Private Placement arose in connection with a review of comments received from the staff of the Securities and Exchange Commission (“SEC”) in a review of the Company’s periodic SEC filings.01 ~~Financial~~The ~~Statements~~Company intends to file restated 2006 interim financial statements on Form 10-Q/A for the quarter ended March 31, 2006 to adjust the calculation and ~~Exhibits~~classification of amounts assigned to the Company’s series A convertible preferred stock and warrants to purchase shares of the Company’s common stock issued in the March 2006 closing of the Private Placement.

~~(c)~~While ~~Exhibits~~ the ~~The following~~ Company is anot ~~complete~~aware ~~list~~ of ~~exhibits~~any ~~filed~~other asaccounting ~~part~~issues ofrequiring ~~this~~adjustment, ~~Report. Exhibit~~there ~~numbers~~ can ~~correspond~~be tono ~~the~~assurances ~~numbers~~that in the ~~exhibit~~Company ~~table~~will ofnot ~~Item~~find ~~601~~additional ofaccounting ~~Regulation~~issues ~~S-K~~ requiring adjustment in the future.

Exhibit No.	Description
10.01	Security Agreement dated October 12, 2005 between SANZ Inc. and Avnet Partner Solutions, a division of AVNET, Inc.
10.02	Intercreditor and Remittance Agreement dated as of October 12, 2005 by and between Wells Fargo Bank, N.A. and Avnet Partner Solutions, a division of AVNET, Inc., acknowledged and agreed to by SANZ Inc.

Management and the Audit Committee of the Company have discussed the matters in this Item 4.02(a) with the Company’s independent accountants, Grant Thornton LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	SAN HOLDINGS, INC.
	By:	/s/ ~~Robert~~John ~~C. Ogden~~Jenkins
		Robert C. Ogden, Vice President, Chief Financial Officer and Secretary
		John Jenkins, Chief Executive Officer
		Date: October 18, 2005
	Date: June 22, 2006

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