8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported)November 11, 2008


QUALSTAR CORPORATION
(Exact name of registrant as specified in its charter)

California	000-30083	95-3927330
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3990-B Heritage Oak Court, Simi Valley, CA	93063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    (805) 583-7744

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:

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

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

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

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

Item 2.02     Results of Operations and Financial Condition.

On November 11, 2008, Qualstar Corporation issued a press release regarding results of operations and financial condition for the 2009 fiscal first quarter ended September 30, 2008.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit Number	Description
99.1	Press release of Qualstar Corporation dated November 11, 2008.

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.

	QUALSTAR CORPORATION
November 11, 2008	By:	/s/	William J. Gervais
			William J. Gervais
			Chief Executive Officer and President

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Qualstar Corporation dated November 11, 2008.

3

EX-99.1

Exhibit 99.1

Qualstar Reports Fiscal 2009 First Quarter Results

SIMI VALLEY, Calif.--(BUSINESS WIRE)--November 11, 2008--Qualstar^® Corporation (Nasdaq: QBAK), a manufacturer of automated tape storage solutions, today reported financial results for the first quarter of fiscal 2009 ended September 30, 2008.

Fiscal 2009 First Quarter Financial Results

Revenues for the first quarter of fiscal 2009 were $5.4 million, compared to $5.3 million for the same quarter of fiscal 2008, an increase of $70,000 or 1.3 percent. Loss from operations was $321,000 compared to $602,000 in fiscal 2008. Net loss was $39,000, or $(0.00) per basic and diluted share, compared to a net loss of $206,000, or $(0.02) per basic and diluted share for the first quarter of fiscal 2008.

Tape library segment revenues were $3.8 million for the quarter, compared to $4.6 million for the same quarter of the prior year, a decrease of $819,000. Power supply segment revenues increased 122.8 percent, or $889,000, to $1.6 million for the quarter from $724,000 for the same quarter of the prior year.

Gross margin percentage in the fiscal 2009 first quarter was 34.9 percent, compared to 30.5 percent in the year-ago quarter. The increase in gross margin percentage was primarily attributable to efficiencies achieved in material and labor management.

Research and development expenses for the first quarter of fiscal 2009 were $743,000, or 13.8 percent of revenues, compared to $728,000 or 13.7 percent of revenues, for the first quarter of fiscal 2008. Sales and marketing expenses were $695,000, or 12.9 percent of revenues, compared to $759,000 or 14.2 percent of revenues, in the corresponding period last year. General and administrative expenses in the first quarter of fiscal 2009 were $766,000 or 14.2 percent of revenues, compared to $739,000, or 13.9 percent of revenues, for the same period last year.

Cash, cash equivalents and marketable securities were $31.1 million at September 30, 2008, down from $32.5 million at June 30, 2008. Inventory at September 30, 2008 was $6.2 million, compared to $6.1 million at June 30, 2008.

Commenting on the first quarter results, Bill Gervais, president and chief executive officer of Qualstar, said, “First quarter results were solid and revenues of $5.4 million exceeded our guidance range. I continue to be pleased with our operating execution—especially by our ability to improve operating efficiencies and manage expenses. We continue to make excellent progress towards our goal of returning Qualstar to profitability. First quarter gross margin of nearly 35 percent coupled with the lowest quarterly total operating expenses in several years resulted in a significant improvement at the bottom line.”

Mr. Gervais concluded, “Our better than expected results were driven by the strength of our N2Power business. During the first quarter, N2Power generated record revenues of $1.6 million—a 123 percent improvement compared to the same period last year—largely due to power supply shipments to an OEM customer for use in gaming applications. N2Power is growing in importance as part of Qualstar’s overall business and we believe N2Power products will continue to generate strong demand due to worldwide requirements for smaller and more energy efficient power supplies.”

Qualstar Corporation Conference Call

Company management will hold a conference call to discuss its fiscal 2009 first quarter results today at 2:00 p.m. Pacific (5:00 p.m. Eastern). Investors are invited to listen to the call live via the Internet using the link under the “Investors” section at www.qualstar.com. Please go to the Website at least 15 minutes early to register, download and install any necessary audio software. A replay of the Webcast will be available for 30 days. Additionally, participants can dial into the live conference call by calling 800-257-1836 or 303-262-2140. An audio replay will be available through November 18, 2008, by calling 800-405-2236 or 303-590-3000, and entering pass code 11122300.

About Qualstar Corporation

Qualstar manufactures automated tape libraries and power supplies. Its products are known throughout the world for energy efficiency and rugged, Simply Reliable designs yielding years of trouble-free operation. Qualstar tape libraries are sold, installed and supported worldwide to backup, archive and protect data from incidental and catastrophic loss. Its N2Power brand high efficiency, ultra small switching power supplies are sold to OEM manufacturers worldwide, where very low power consumption is required. Qualstar Corporation is publicly traded on the NASDAQ National Market under the symbol QBAK. More information is available at www.qualstar.com or by phone at 805-583-7744.

Forward-Looking Statements

Statements concerning the future business, operating results and financial condition of the Company are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based upon management’s current expectations and are subject to a number of uncertainties that could cause actual performance and results to differ materially from the results discussed in the forward-looking statements. Factors that could affect the Company’s actual results include the Company’s ability to increase sales of its tape libraries; rescheduling or cancellation of customer orders; unexpected shortages of critical components; unexpected product design flaws or quality problems; and, adverse changes in market demand for tape libraries or power supplies. The Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. Further information on these and other potential factors that could affect the Company’s financial results or condition are included in Qualstar’s filings with the Securities and Exchange Commission. In particular, reference is made to the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008, and to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of its Form 10-K and its most recent Quarterly Report on Form 10-Q.

-Financial Tables to Follow-

QUALSTAR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)
			Three Months Ended
			September 30,
				2008			2007
Net revenues			$	5,402		$	5,332
Cost of goods sold				3,519			3,708
Gross profit				1,883			1,624
Operating expenses:
	Research and development			743			728
	Sales and marketing			695			759
	General and administrative			766			739
		Total operating expenses		2,204			2,226
Loss from operations				(321	)		(602	)
Investment Income				280			413
Income (loss) before income taxes				(41	)		(189	)
Provision (Benefit) for income taxes				(2	)		17
Net Income (loss)			$	(39	)	$	(206	)
Earnings (loss) per share:
	Basic		$	(0.00	)	$	(0.02	)
	Diluted		$	(0.00	)	$	(0.02	)
Shares used to compute earnings (loss) per share:
	Basic			12,253			12,253
	Diluted			12,253			12,253

QUALSTAR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
			Sept 30,			June 30,
				2008		2008
ASSETS			(Unaudited)			(Audited)
Current assets:
	Cash and cash equivalents		$	8,526		$	6,744
	Marketable securities, short-term			11,002			11,091
	Receivables, net of allowance for doubtful accounts of $85 as of September 30, 2008 and $82 as of June 30, 2008			3,243			2,962
	Inventories, net			6,209			6,109
	Prepaid expenses and other current assets			551			467
		Total current assets		29,531			27,373
Property and equipment, net				484			526
Marketable securities, long-term				11,530			14,703
Other assets				55			55
		Total assets	$	41,600		$	42,657
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	1,245		$	1,197
	Accrued payroll and related liabilities			420			519
	Other accrued liabilities			1,003			1,774
		Total current liabilities		2,668			3,490
Other long-term liabilities				46			46
Commitments and contingencies
Shareholders' equity:
	Common stock, no par value; 50,000 shares authorized, 12,253 shares issued and outstanding as of September 30, 2008 and June 30, 2008			18,729			18,705
	Accumulated other comprehensive income (loss)			(112	)		108
	Retained earnings			20,269			20,308
		Total shareholders' equity		38,886			39,121
		Total liabilities and shareholders' equity	$	41,600		$	42,657

CONTACT:
Qualstar Corporation
William J. Gervais, President & CEO, 805-583-7744
gervais@qualstar.com
or
Financial Relations Board
Lasse Glassen, General Information, 213-486-6546
lglassen@frbir.com