UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K

|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended March 31, 2008                     
|or                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to
|Commission File Number 000-33387                             

---

GSI Technology, Inc.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation
or organization) |  | 77-0398779(IRS Employer Identification No.)
|---------------------------------------------------------------------- |  | -------------------------------------------

2360 Owen Street
Santa Clara, California 95054(Address of principal executive offices, zip code)

(408) 980-8388(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on which RegisteredCommon Stock, $0.001 par value

The NASDAQ Stock Market LLC


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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

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 ý    No o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant, based upon the closing sale price of the common
stock on September 30, 2007, as reported on the NASDAQ Global Market was approximately $36.2 million. Shares of the registrant's common stock held by each officer and director and each
person who owns 5% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. As of June 2, 2008, there were 28,065,504 shares of the registrant's common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its 2008 annual meeting of stockholders are incorporated by reference into Part III hereof.



---





GSI TECHNOLOGY, INC.
2008 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

|            |  |                                                                                                              |  | Page
|----------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART I     
|Item 1.     |  | Business                                                                                                     |  | 3   
|Item 1A.    |  | Risk Factors                                                                                                 |  | 15  
|Item 1B.    |  | Unresolved Staff Comments                                                                                    |  | 30  
|Item 2.     |  | Properties                                                                                                   |  | 30  
|Item 3.     |  | Legal Proceedings                                                                                            |  | 31  
|Item 4.     |  | Submission of Matters to a Vote of the Security Holders                                                      |  | 31  
|PART II    
|Item 5.     |  | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 32  
|Item 6.     |  | Selected Financial Data                                                                                      |  | 33  
|Item 7.     |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 35  
|Item 7A.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 46  
|Item 8.     |  | Financial Statements and Supplementary Data                                                                  |  | 48  
|Item 9.     |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 79  
|Item 9A(T). |  | Controls and Procedures                                                                                      |  | 79  
|Item 9B.    |  | Other Information                                                                                            |  | 80  
|PART III   
|Item 10.    |  | Directors and Executive Officers and Corporate Governance                                                    |  | 81  
|Item 11.    |  | Executive Compensation                                                                                       |  | 81  
|Item 12.    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 81  
|Item 13.    |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 81  
|Item 14.    |  | Principal Accounting Fees and Services                                                                       |  | 81  
|PART IV    
|Item 15.    |  | Exhibits and Financial Statement Schedules                                                                   |  | 82  
|Signatures  |  | 84                                                                                                          

Forward-looking Statements

In addition to historical information, this Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking
statements involve risks and uncertainties. Forward-looking statements are identified by words such as "anticipates," "believes," "expects," "intends," "may," "will," and other similar expressions. In
addition, any statements which refer to expectations, projections, or other characterizations of future events, or circumstances, are forward-looking statements. Actual results could differ materially
from those projected in the forward-looking statements as a result of a number of factors, including those set forth in this report under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Risk Factors," those described elsewhere in this report, and those described in our other reports filed with the Securities and Exchange Commission ("SEC"). We caution
you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake no obligation to update these forward-looking statements after the
filing of this report. You are urged to review carefully and consider our various disclosures in this report and in our other reports publicly disclosed or filed with the SEC that attempt to advise
you of the risks and factors that may affect our business.

2

---





PART I

Item 1.Business

Overview

We develop and market "Very Fast" static random access memory, or SRAM, products that are incorporated primarily in high-performance networking and
telecommunications equipment, such as routers, switches, wide area network infrastructure equipment, wireless base stations and network access equipment. In addition, we serve the ongoing needs of the
military, industrial, test equipment and medical markets for high-performance SRAMs. Based on the performance characteristics of our products and the breadth of our product
portfolio, we consider ourselves to be a leading provider of Very Fast SRAMs.

We
sell our products to leading original equipment manufacturer, or OEM, customers including Alcatel-Lucent, Cisco Systems, Huawei Technologies and Nortel Networks. We utilize a fabless
business model, which allows us both to focus our resources on research and development, product design and marketing, and to gain access to advanced process technologies with only modest capital
investment and fixed costs.

We
were incorporated in California in 1995 under the name Giga Semiconductor, Inc. We changed our name to GSI Technology in December 2003 and reincorporated in Delaware in June
2004 under the
name GSI Technology, Inc. Our principal executive offices are located at 2360 Owen Street, Santa Clara, California, 95054, and our telephone number is
(408) 980-8388.

Industry Background



Virtually all types of high-performance electronic systems incorporate SRAMs. An SRAM is a memory device that retains data as long as power is
supplied, without requiring any further user intervention. SRAMs offer the fastest access to stored data of any type of memory device.

There
is a broad variety of SRAMs, characterized by a number of attributes, such as speed, memory capacity, or density, and power consumption. There are several different industry
measures of speed:



Historically,
SRAMs have been utilized wherever other memory technologies have been inadequate. SRAMs demonstrate lower latency, resulting in faster random access times,
relative to dynamic random access memory, or DRAM, and other types of memory technologies. However, over the past few decades, less expensive alternatives have been introduced to address certain
applications formerly using lower performance SRAMs. For example, new types of DRAM are now in the process of displacing lower performance SRAM products in applications such as cell phones. As
a result of the displacement of low performance SRAMs, the total market size for SRAMs is diminishing. However, due to their inherent higher latency characteristics, DRAMs cannot match
the random access speed of

3

---



high-performance
SRAMs. Gartner Dataquest divides the SRAM market into segments based on speed. The highest performance segment is comprised of SRAMs that operate at speeds
of less than 10 nanoseconds, which we refer to as "Very Fast SRAMs." Very Fast SRAMs are predominantly utilized in high-performance networking and telecommunications
equipment.



Growth in data, voice and video traffic has driven the need for greater networking bandwidth, resulting in the continued expansion of the networking and
telecommunications infrastructure. The continued growth in the level of Internet usage has led to the proliferation of a wide variety of equipment throughout the networking and telecommunications
infrastructure, including routers, switches, wireless local area network infrastructure equipment, wireless base stations and network access equipment and a demand for new equipment with faster and
higher performance. High-performance networking and telecommunications equipment requires Very Fast SRAMs. For example, in a typical router or switch, multiple Very Fast
SRAMs are required to temporarily store, or buffer, data traffic and to provide rapid lookup of information in data tables. As networking equipment must increasingly support advanced traffic
content such as Voice over Internet Protocol, or VoIP, and video streaming, demand for even higher performance Very Fast SRAMs is expected to continue to increase.



The pressure on networking and telecommunications OEMs to bring higher performance equipment to market rapidly to support not only more traffic but also
more advanced traffic content is compounded by the requirement that this new equipment occupy no more space than the equipment it replaces, which results in increased board density and the need for
low power operations. In response to these pressures, OEMs have increasingly relied on providers that are capable of rapidly developing and introducing advanced, higher density, low power Very
Fast SRAMs. The variety of applications for Very Fast SRAMs within the networking and telecommunications markets has also driven a need for more
specialized products available in relatively low volumes. These specialized products include high-speed synchronous SRAMs, with different density, latency and bandwidth capabilities. In
general, OEMs prefer to work with a supplier who can address the full range of their high-performance Very Fast SRAM product requirements and, just as importantly, can offer the
technical and logistic support necessary to sustain and accelerate their efforts.

We
believe the key success factors for a Very Fast SRAM vendor are the ability to offer a broad catalog of high-performance, high-quality and
high-reliability Very Fast SRAM products, to continuously introduce new products with higher speeds, lower power and greater densities, to maintain timely availability of prior generations
of products for several years after their introductions, and to provide effective logistic and technical support throughout OEM customers' product development and manufacturing life cycles.

The GSI Solution

We endeavor to address the overall needs of our OEM customers for Very Fast SRAMs, not only satisfying their immediate requirements for our latest generation,
highest performance integrated circuits, or ICs, but also providing them with the ongoing long-term support necessary during the entire

4

---



lives
of the systems in which our products are utilized. Accordingly, the key elements of our solution include:



High Speed.Through the use of advanced architectures, design methodologies and silicon process technologies, we have
developed a wide variety of high-performance Very Fast SRAMs. The vast majority of our products have random access times of 9 nanoseconds or less, while our newest products
have random access times of less than 5 nanoseconds and clock access times as fast as 0.45 nanoseconds with bandwidth as high as 48 gigabits per second. By providing higher
performance Very Fast SRAMs, we enable our networking and telecommunications OEMs to continually design and develop higher performance products that support increasingly complex traffic
content.

Low Power Consumption.Many of our Very Fast SRAMs require significantly less power than comparable products offered
by our principal competitors. Because these products utilize less power and generate less heat, the reliability of the networking or telecommunications equipment in which they are employed increases.
Furthermore, the low power utilization of our Very Fast SRAMs helps enable OEMs to add capabilities to their systems, which otherwise might not have been possible due to overall system
power constraints.

Process Technology Leadership.We maintain our own process engineering capability and resources, which are located in close
physical proximity to our manufacturer, Taiwan Semiconductor Manufacturing Company, or "TSMC." This enhances our ability to work closely with TSMC to develop certain modifications of the advanced
process technologies used in the manufacturing of our Very Fast SRAMs in order to maximize product performance, optimize yields, lower manufacturing costs and improve quality. Our most advanced
36 and 72 megabit, or Mb, synchronous Very Fast SRAMs are manufactured using 90 nanometer process technology. We are currently developing 72 and 144 megabit
synchronous Very Fast SRAMs using 65 nanometer process technology, which will allow us to further increase product performance, lower power consumption and reduce costs.

Product Innovation.We believe we have established a position as a technology leader in the design and development of Very
Fast SRAMs. For example, we were the first supplier to introduce 72-bit-wide SRAMs as single monolithic ICs. In addition, we are the only vendor to offer a full
line of Very Fast Synchronous SRAMs that operate and interface at 1.8 to 3.3 volts, giving our OEM customers the ability to use the same product in systems of theirs that operate at any
voltage within that range. Moreover, for certain Very Fast Synchronous SRAMs, we are the only vendor to offer a product that operates at 1.8 volts, which uses approximately one half to
two-thirds the power of our competitors' 2.5 volt products.



Extensive Product Catalog.The Very Fast SRAM market is highly fragmented in terms of product features and specifications. To
meet our OEM customers' diverse needs, we have what we believe is the broadest catalog of Very Fast SRAM products currently available. Our product line includes a wide range of Very Fast
SRAMs with varying densities, features, clock speeds, and voltages, as well as several operating temperature ranges and numerous package options in both 5/6 (leaded) and
6/6 (lead-free) versions, which are compliant with the European Union's Restriction on the Use of Hazardous Substances Directive 2002/95/EC.

Advanced Feature Sets.Our products offer features that address a broad range of our networking and telecommunications OEMs'
system requirements. Among these features is a JTAG test port, named for the IEEE Joint Test Action Group, which enables post-assembly verification of the connection between our Very Fast
SRAMs and an OEM customer's system board, thereby allowing an

5

---



OEM
customer of ours to develop, test and ship their products more rapidly. Additionally, we offer our FLXDrive feature, which allows system designers to optimize the signal integrity for any given
requirement. We also provide OEMs the ability to employ certain of our Very Fast SRAMs in various modes of operation by using our products' mode control pins, thus increasing the
flexibility of those products and their ready availability from our inventory.

Superior Lifetime Availability of Products.Unlike the market for consumer electronics, the markets in which we compete,
particularly the networking and telecommunications market, generally keep their system designs in production for extended periods of time and maintenance of those systems in the field for even longer
periods is critical to their success. Our foundry-based manufacturing strategy, our process technology selections, our master-die design strategy and the design of our packaging,
burn-in and test work-flows all contribute to allow us to meet and exceed our guarantee of providing a product life of at least seven years for any new product family we bring
to market. These techniques also allow us to keep our delivery lead-times relatively short even for specialized, infrequently ordered members of those product families. We believe our
approach is better suited to address the needs of our target markets than attempts to apply mass market manufacturing strategies to Very Fast SRAM products.

Multiple Temperature Grades.We offer both commercial and industrial temperature grades for all of our Very Fast
SRAMs. This ability to perform at specification throughout the industrial temperature range of -40°C to +85°C is critical for Very Fast SRAMs used in
a broad variety of networking and telecommunications applications, where the operating environments may be harsh. We can also offer military and extended temperature grades upon request for most of
our Very Fast SRAMs.



Our master die methodology enables multiple product families, and variations thereof, to be manufactured from a single mask set. As a result, based upon the way
available die from a wafer are metalized, wire bonded, packaged and tested, from 19 mask sets we have created over 8,500 different products. Using these mask sets, we produce wafers that can be
further processed upon customer orders into the final specified product thereby significantly shortening the overall manufacturing time. For example, from a 72 megabit mask set, we can produce
three families of 72 megabit SRAM products. Our unique methodology results in the following benefits:

Rapid Order Fulfillment.We maintain a common pool of wafers that incorporate all available master die. Because we can
typically create several different products from a single master die, we can respond to unforecasted customer orders more quickly than our competitors.

Reduced Cost.Our master die methodology allows us to reduce our costs through the purchase of fewer mask sets by allowing
faster and less expensive internal product qualifications, by enabling more cost-efficient use of engineering resources and by reducing the incidence of obsolete inventory.



Customer-driven Solutions.We work closely with leading networking and telecommunications OEMs, as well as their
chip-set suppliers, to better anticipate their requirements and to rapidly develop and implement solutions that allow them to meet their specific product performance objectives. Customer
demand drives our business. For example, to address near term needs, we offer critical specification variations, such as special operating ranges or wire bond options on currently available products,
while we also design new families of products to meet their emerging long term needs. As a consequence, our portfolio not only includes the widest selection of catalog parts available, it also
includes an extensive list of custom, customer-specific products. This degree of responsiveness enables us to provide our OEM customers with the Very Fast SRAMs required for their applications.

6

---



Accelerated Time-to-market.Our extensive open libraries of design support tools as well as our
ability to deliver the specific device required for system prototyping with very short notice enables networking and telecommunication OEMs to design and introduce differentiated products
quickly as well as to reduce their development costs. Our open libraries give designers access 24 hours a day, seven days a week to electrical and behavioral simulation models. Behavioral
models are offered in both Verilog and VHDL format to better fit different customers' simulation environments, further streamlining the customers' development process.

Quality and Reliability.Networking and telecommunications equipment typically have long product lives, and the cost to
repair or replace this equipment due to product failure at any time is prohibitively expensive. The high-quality and reliability of Very Fast SRAMs incorporated in our OEM
customers' products is, thus, critical. Every product family we offer is subjected to extensive long term reliability testing before receiving qualification certification, and every Very Fast SRAM
shipped is first subjected to burn-in and then to final tests in which the SRAM is operated beyond its specified operating voltage and temperature ranges.

The GSI Strategy

Our objective is to profitably increase our market share in the Very Fast SRAM market. Our strategy includes the following key elements:

Continue to Focus on the Networking and Telecommunications Markets.We intend to continue to focus on designing and
developing low latency, high bandwidth and feature-rich memory products targeted primarily at the networking and telecommunications markets. Increasing network complexity due to higher
traffic volume and more advanced traffic content continues to drive OEMs' demand for high-performance Very Fast SRAMs. We believe our active high-performance SRAM
development and manufacturing expertise will continue to allow us to provide networking and telecommunications OEMs with the early access to next generation Very Fast SRAMs that offer
superior performance, advanced feature sets and continued high reliability, which they need to allow them to design and develop new products that support increasingly complex traffic content and to
bring networking and telecommunications equipment to market quickly.

Strengthen and Expand Customer Relationships.We are focused on maintaining close relationships with industry leaders to
facilitate rapid adoption of our products and to enhance our position as a leading provider of high-performance Very Fast SRAM. We work with both our customers and with their
non-memory IC suppliers that require high-performance memory support. We will continue to work with both groups at the pre-design and design stage of their projects
in order to anticipate their future high-performance memory needs and to identify and respond to their immediate requests for currently available products and variants on currently
available products. We plan to enhance our relationships with those leading OEMs and IC vendors and to develop similar relationships with additional OEMs and IC vendors.

Continue to Invest in Research and Development to Extend Our Technology Leadership.We believe we have established a position
as a technology leader in the design and development of Very Fast SRAMs. Our Very Fast SRAM products most often provide the highest speed available at a given density for a given device configuration.
We intend to maintain and advance our technology leadership through continual enhancement of our existing Very Fast SRAM products, particularly our SigmaQuad family of low latency,
high-bandwidth synchronous SRAMs while we continue to broaden our product line with the introduction of other new Very Fast SRAMs.

Collaborate with Wafer Foundries to Leverage Leading-edge Process Technologies.We will continue to rely upon
advanced complementary metal oxide semiconductor, or CMOS, technologies, the most commonly used process technologies for manufacturing semiconductor devices, from TSMC, to

7

---



manufacture
our products and will continue to provide TSMC with the sort of in-depth feedback for yield and performance improvement that can best come from very large array structures like
those found on our products. Our most advanced products currently in production were designed using 90 nanometer process technology on 300 millimeter wafers. We intend to continue to
collaborate closely with TSMC in the refinement of 65 nanometer process technology.

Exploit New Market Opportunities.While we design our Very Fast SRAMs specifically for the networking and
communications sections, our products are applicable across a wide range of industries and applications. We have recently experienced significant growth in both the defense and medical markets and
intend to continue penetrating these and other new markets with similar needs for high-performance memory technologies.

Products

We design, develop and market a broad range of high-performance Very Fast SRAMs primarily for the networking and telecommunications markets. We
specialize in Very Fast SRAMs featuring high density, low latency, high bandwidth, fast clock access times and low power consumption. We continue to offer products for longer periods of time
than our competitors, typically seven years or more following their initial introduction. Accordingly, we continue to offer products in a variety of package types that have been discontinued by other
suppliers.

We
currently offer more than 30 basic product configurations of our SRAMs based on their basic product type and their storage densities. These basic product configurations are the
basis for over 8,500 individual products that incorporate a variety of performance specifications and optional features. Our products can be found in a wide range of networking and telecommunications
equipment, including multi-service access routers, universal gateways, enterprise edge routers, service provider edge routers, optical edge routers, fast Ethernet switches, gigabit Ethernet switches,
wireless base stations, ADSL modems, wireless local area networks, Internet Protocol phones and OC192 layer 2 switches. We also sell our products to OEMs that manufacture products for defense
applications such as radar and guidance systems, for professional audio applications such as sound mixing systems, for test and measurement applications such as high-speed testers, for
automotive applications such as smart cruise control and voice recognition systems, and for medical applications such as ultrasound and CAT scan equipment.



Synchronous SRAMs are controlled by timing signals, referred to as clocks, which make them easier to use than older style asynchronous SRAMs with
similar latency characteristics in applications requiring high bandwidth data transfers. Synchronous SRAMs that employ double data rate interface protocols can transfer data at much higher
bandwidth than both single data rate and asynchronous SRAMs. Our single data rate synchronous SRAMs feature clock access times as short as 2 nanoseconds and our double data rate
synchronous SRAMs have clock access times as fast as 0.45 nanoseconds. Today, we supply synchronous SRAMs that can cycle at operating frequencies as high as 400 MHz.

Burst and NBT SRAMs.We currently offer BurstRAMs and No Bus Turnaround, or NBT, SRAMs that implement a single
data rate bus protocol. BurstRAMs were originally developed for microprocessor cache applications and have become the most widely used synchronous SRAM on the market. They are used in
applications where large amounts of data are read or written in single sessions, or bursts. NBT SRAMs are a variation on the BurstRAM theme that were developed to address the needs of moderate
performance networking applications. NBT SRAMs feature a single data rate bus protocol designed to minimize or eliminate wasted data transfer time slots on the bus when BurstRAMs switch
from read to write operations. Both families of products can perform burst data transfers or single cycle transfers at the discretion of the user.

8

---



Our
BurstRAMs and NBT SRAMs are offered in both pipeline and flow-through modes. Flow-through SRAMs allow the shortest latency. Pipelined
SRAMs break the access into discrete clock-controlled steps, allowing new access commands to be accepted while an access is already in progress. Therefore, while flow-through
SRAMs offer lower latency, pipelined SRAMs offer greater data bandwidth. Our BurstRAM and NBT SRAM products incorporate a number of features that reduce our OEM customers' cost of
ownership and increase their design flexibility, including a JTAG test port and our FLXDrive feature, which allows system designers to optimize signal integrity for a given application.

We
currently offer BurstRAMs and NBT SRAMs with storage densities of up to 72 megabits with clock frequency of up to 333 MHz and clock access times as fast as
2 nanoseconds that operate at 3.3, 2.5 or 1.8 volts.

SigmaQuad Products.High-performance quad data rate synchronous SRAMs have become the de facto standard
for the networking and telecommunications industry. We offer a full line of quad data rate SRAMs, our SigmaQuad family. Quad data rate SRAMs are separate input/output, or I/O,
synchronous SRAMs that features two independent double data rate data ports (two data ports times double data rate transfers equals quad data rate) controlled via a single address and control
port. We offer our SigmaQuad devices in two different bus protocol versions, two different power supply and interface voltage versions, with two different data burst length options, all under the name
SigmaQuad or SigmaQuad-II. In addition, the family also includes derivative products including a family of common I/O (a single bi-directional data port) double data rate
SRAMs known as SigmaCIO DDR-II SRAMs and a smaller family of double data rate separate I/O SRAMs designed to address some segments of the market currently served by
dual-port SRAMs, known as SigmaSIO DDR-II SRAMs.

We
currently offer SigmaQuad products in three storage densities, 18 megabits, 36 megabits and 72 megabits, with clock frequency rates up to 333 MHz and clock
access times as fast as 0.45 nanoseconds, that operate at voltages of 2.5 and 1.8 volts.

SigmaRAM Products.We offer a family of high-performance, low voltage, HSTL, or high speed transceiver logic, I/O
synchronous SRAM products based on the SigmaRAM architecture, which are designed for use on large format printed circuit boards common in many networking and telecommunication products. These
SRAMs utilize a unique architecture that provides the capability to incorporate the full range of popular SRAM functionality, including late write and double late write protocols, pipelined
read cycles, burst data transfers, and double data rate read and write data transfers in common I/O format.

We
currently offer SigmaRAM products with storage density of 18 megabits, speeds of up to 350 MHz and clock access times as fast as 1.7 nanoseconds that operate at
1.8 volts.



Unlike synchronous SRAMs, asynchronous SRAMs employ a clock-free control interface. They are widely used in support of high-end
digital signal processors, or DSPs. We believe we have one of the broadest portfolios of 3.3 volt, high-speed asynchronous SRAMs. These products are designed to meet the stringent
power and performance requirements of networking and telecommunications applications, such as VoIP, cellular base stations, DSL line cards and modems.

We
currently offer asynchronous SRAM products with a variety of storage densities between 1 megabit and 8 megabits and random access times ranging from 7 nanoseconds
to 15 nanoseconds. All of our asynchronous SRAMs operate at 3.3 volts.

We
intend to regularly introduce new products with high-performance advanced features of increasing complexity. These product solutions will require us to achieve volume
production in a rapid timeframe. We believe that by using the advanced technologies offered by our fabrication partner and

9

---



its
expertise in high-volume manufacturing, we can rapidly achieve volume production. However, lead times for materials and components we order vary significantly and depend on such
factors as the specific supplier, contract terms and demand for a component at a given time.

Customers

Our primary sales and marketing strategy is to achieve design wins with OEM customers who are leading networking and telecommunications companies. The following
is a representative list of our OEM customers that directly or indirectly purchased more than $600,000 of our products in the fiscal year ended March 31, 2008:

Alcatel-Lucent

Cisco Systems

EricssonHoneywell

Huawei Technologies

LGNortel Networks

QLogix

ZTE


Many
of our OEM customers use contract manufacturers to assemble their equipment. Accordingly, a significant percentage of our net revenues is derived from sales to these contract
manufacturers and to consignment warehouses who purchase products from us for use by contract manufacturers. In addition, we sell our products to networking and telecommunications OEM customers
indirectly through domestic and international distributors.

In
the case of sales of our products to distributors and consignment warehouses, the decision to purchase our products is typically made by the OEM customers. In the case of contract
manufacturers, OEM customers typically provide a list of approved products to the contract manufacturer, which then has discretion whether or not to purchase our products from that list.

Direct
sales to contract manufacturers and consignment warehouses accounted for 32.3%, 34.7% and 35.0% of our net revenues for fiscal 2008, 2007 and 2006, respectively. Sales to foreign
and domestic distributors accounted for 63.1%, 59.0% and 55.7% of our net revenues for fiscal 2008, 2007 and 2006, respectively.

The
following direct customers accounted for 10% or more of our net revenues in one or more of the following periods:

Fiscal Year Ended
March 31,2008

2007

2006Consignment warehouses:SMART Modular Technologies

28.3
%
29.7
%
27.3
%Distributors:Avnet Logistics

29.2

24.7

30.4Nu Horizons

7.2

8.7

10.3


Cisco
Systems, our largest OEM customer, purchases our products primarily through its consignment warehouse, SMART Modular Technologies, and also purchases some products through its
contract manufacturers and directly from us. Based on information provided to us by Cisco Systems'
consignment warehouse and contract manufacturers, purchases by Cisco Systems represented approximately 28%, 30% and 28% of our net revenues in fiscal 2008, 2007 and 2006, respectively.

Sales, Marketing and Technical Support

We sell our products primarily through our worldwide network of independent sales representatives and distributors. As of March 31, 2008, we employed 17
sales and marketing personnel, and were supported by over 200 independent sales representatives. We believe that our relationship with our three U.S. distributors, Arrow, Avnet and Nu Horizons, puts
us in a strong position to address

10

---



the
Very Fast SRAM market in the U.S. We currently have regional sales offices located in Canada, China, Italy and the United States. We believe this international coverage allows us to better serve
our distributors and OEM customers by providing them with coordinated support. We believe that our customers' purchasing decisions are based primarily on product performance, availability, features,
quality, reliability, price, manufacturing flexibility and service. Many of our OEM customers have had long-term relationships with us based on our success in meeting these criteria.

Our
sales are generally made pursuant to purchase orders received between one and six months prior to the scheduled delivery date. Because industry practice allows customers to
reschedule or cancel orders on relatively short notice, these orders are not firm and hence we believe that backlog is not a good indicator of our future sales. We typically provide a warranty of up
to 36 months on our products. Liability for a stated warranty period is usually limited to replacement of defective products.

Our
marketing efforts are focused on increasing brand name awareness and providing solutions that address our customers' needs. Key components of our marketing efforts include
maintaining an active role in industry standards committees, such as the JEDEC Solid State Technology Association (formerly the Joint Electron Device Engineering Council), or JEDEC, which is
responsible for establishing detailed specifications, which can be utilized in future system designs. We believe that our participation in and sponsorship of numerous proposals within these committees
have increased our profile among leading manufacturers in the networking and telecommunications segment of the Very Fast SRAM market. Our marketing group also provides technical, strategic and
tactical sales support to our direct sales personnel, sales representatives and distributors. This support includes in-depth product presentations, datasheets, application notes,
simulation models, sales tools, marketing communications, marketing research, trademark administration and other support functions.

We
emphasize customer service and technical support in an effort to provide our OEM customers with the knowledge and resources necessary to successfully use our products in their
designs. Our customer service organization includes a technical team of applications engineers, technical marketing personnel and, when required, product design engineers. We provide customer support
throughout the qualification and sales process and continue providing follow-up service after the sale of
our products and on an ongoing basis. In addition, we provide our OEM customers with comprehensive datasheets, application notes and reference designs.

Manufacturing

We outsource our wafer fabrication, assembly and a significant portion of our testing, which enables us to focus on our design strengths, minimize fixed costs and
capital expenditures and gain access to advanced manufacturing technologies. Our engineers work closely with our outsource partners to increase yields, reduce manufacturing costs, and help assure the
quality of our products.

Currently,
all of our wafers are manufactured by TSMC under individually negotiated purchase orders. We do not currently have a long-term supply contract with TSMC, and
therefore, TSMC is not obligated to manufacture products for us for any specified period, in any specified quantity or at any specified price, except as may be provided in a particular purchase order.
Our future success depends in part on our ability to secure sufficient capacity at TSMC or other independent foundries to supply us with the wafers we require.

Most
of our products are implemented using 0.13 micron and 90 nanometer process technologies on 300 millimeter wafers using process technology developed by TSMC. We
currently have five separate product families in production using the 0.13 micron process. Our 72 megabit SigmaQuad, 72 megabit synchronous BurstRAM and NBT SRAM and our
36 megabit SigmaQuad products are currently manufactured using 90 nanometer process technology. We are also developing new synchronous SRAMs using 65 nanometer process technology.

11

---





Our master die methodology enables multiple product families, and variations thereof, to be manufactured from a single mask set. As a result, based upon the way available die from a
wafer are metalized, wire bonded, packaged and tested, we can create a number of different products. The manufacturing process consists of two phases, the first of which takes approximately eight to
twelve weeks and results in wafers that have the potential to yield multiple products within a given product family. After the completion of this phase, the wafers are stored pending customer orders.
Once we receive orders for a particular product, we perform the second phase, consisting of final wafer processing, assembly, burn-in and test, which takes approximately six to ten weeks
to complete. This two-step manufacturing process enables us to significantly shorten our product lead times, providing flexibility for customization and to increase the availability of our
products.

All
of our manufactured wafers are tested for electrical compliance and most are packaged at Advanced Semiconductor Engineering, or ASE, which is located in Taiwan. Our test procedures
require that all of our products be subjected to accelerated burn-in and extensive functional electrical testing, a significant portion of which occurs at Sigurd
Microelectronics Co. and King Yuan Electronics Company. We perform testing for most of our low volume products in-house at our Santa Clara, California and our Taiwan facilities and
continue to transition final test away from outside test houses to our Taiwan facility.

Research and Development

The design process for our products is complex. As a result, we have made substantial investments in computer-aided design and engineering resources to manage our
design process. Research and development expenses were $4.4 million in fiscal 2008, $5.0 million in fiscal 2007 and $5.4 million in fiscal 2006. Our research and development staff
includes engineering professionals with extensive experience in the areas of SRAM design and systems level networking and telecommunications equipment design. Our current development focus is on the
SigmaQuad SRAM family.

We
are also leveraging our advanced design capabilities to expand into other networking and telecommunications products, including a channelized OC-3 processor that
incorporates 20 megabits of SRAM. When completed, we believe this will be the first low-power, single IC device solution capable of simultaneously processing multiple types of
traffic with OC-3 bandwidth. We have established a design center in Norcross, Georgia, to focus on the development of these products.

Competition

Our existing competitors include many large domestic and international companies, some of which have substantially greater resources, offer other sorts of memory
and/or non-memory technologies and may have longer standing relationships with OEM customers than we do. Unlike us, some of our principal competitors maintain their own semiconductor fabs,
which may, at times, provide them with capacity, cost and technical advantages.

Our
principal competitors include Cypress Semiconductor, Integrated Device Technology, Integrated Silicon Solution, NEC, Renesas and Samsung Electronics. While some of our competitors
offer a broad array of memory products and offer some of their products at lower prices than we do, we believe that our focus on and performance leadership in low latency, high density Very Fast
SRAMs provide us with key competitive advantages.

We
believe that our ability to compete successfully in the rapidly evolving markets for Very Fast SRAM products depends on a number of factors, including:



12

---





We
believe we compete favorably with our competitors based on these factors. However, we may not be able to compete successfully in the future with respect to any of these factors. Our failure to
compete successfully in these or other areas could harm our business.

The
market for Very Fast SRAM products is competitive and is characterized by technological change, declining average selling prices and product obsolescence. Competition could increase
in the future from existing competitors and from other companies that may enter our existing or future markets with solutions that may be less costly or provide higher performance or more desirable
features than our products. This increased competition may result in price reductions, reduced profit margins and loss of market share.

In
addition, we are vulnerable to advances in technology by competitors, including new SRAM architectures as well as new forms of DRAM and other new memory technologies. Because we have
limited experience developing IC products other than Very Fast SRAMs, any efforts by us to introduce new products based on a new memory technology may not be successful and our business may suffer.

Intellectual Property

Our ability to compete successfully depends, in part, upon our ability to protect our proprietary technology and information. We rely on a combination of patents,
copyrights, trademarks, trade secret laws, non-disclosure and other contractual arrangements and technical measures to protect our intellectual property. We currently hold five United
States patents and have several patent applications pending. We do not consider our existing patents to be materially important to our business, and we cannot assure you that any patents will be
issued as a result of our pending applications or that any patents issued will be valuable to our business. We believe that factors such as the technological and creative skills of our personnel and
the success of our ongoing product development efforts are more important than our patent portfolio in maintaining our competitive position. We generally enter into confidentiality or license
agreements with our employees, distributors, customers and potential customers and limit access to our proprietary information. Our intellectual property rights, if challenged, may not be upheld as
valid, may not be adequate to prevent misappropriation of our technology or may not prevent the development of competitive products. Additionally, we may not be able to obtain patents or other
intellectual property protection in the future. Furthermore, the laws of certain foreign countries in which our products are or may be developed, manufactured or sold, including various countries in
Asia, may not protect our products or intellectual property rights to the same extent as do the laws of the United States and thus make the possibility of piracy of our technology and products more
likely in these countries.

The
semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights, which have resulted in significant and often protracted and expensive
litigation. We or our foundry from time to time are notified of claims that we may be infringing patents or other intellectual property rights owned by third parties. We have been subject to
intellectual property claims in the past and we may be subject to additional claims and litigation in the future. Litigation by or against us relating to allegations of patent infringement or other
intellectual property matters could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation results in a determination
favorable to us. In the event of an adverse result in any such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of infringing products, expend
significant resources to develop non-infringing technology, discontinue the use of certain processes or obtain licenses to the infringing technology. Licenses may not be offered or the
terms of any offered licenses may not be acceptable to us. If we fail to obtain a

13

---



license
from a third party for technology used by us, we could incur substantial liabilities and be required to suspend the manufacture of products or the use by our foundry of certain processes.

Employees

As of March 31, 2008, we had 103 full-time employees, including 43 engineers, of which 21 are in research and development and 23 have PhD or MS
degrees, 17 employees in sales and marketing, eight employees in general and administrative capacities and 55 employees in manufacturing. Of these employees, 35 are based in our Santa Clara facility
and 43 are based in our Taiwan facility. We believe that our future success will depend in large part on our ability to attract and retain highly-skilled, engineering, managerial, sales and marketing
personnel. Our employees are not represented by any collective bargaining unit, and we have never experienced a work stoppage. We believe that our employee relations are good.

Investor Information

You can access financial and other information in the Investor Relations section of our website at www.gsitechnology.com. We make
available, on our website, free of charge, copies of our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as
soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

The
charters of our audit committee, our compensation committee, and our nominating and governance committee, and our code of conduct (including code of ethics provisions that apply to
our
principal executive officer, principal financial officer, controller, and senior financial officers) are also available at our website under "Corporate Governance." These items are also available to
any stockholder who requests them by calling (408) 980-8388. The contents of our website are not incorporated by reference in this report.

The
SEC maintains an Internet site that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Executive Officers

The following table sets forth certain information concerning our executive officers as of June 1, 2008:

|Name                  |  | Age |  | Title                                              
|--------------------- |  | --- |  | ---------------------------------------------------
|Lee-Lean Shu          |  | 53  |  | President, Chief Executive Officer and Chairman    
|David Chapman         |  | 52  |  | Vice President, Marketing                          
|Didier Lasserre       |  | 43  |  | Vice President, Sales                              
|Suengliang (Leon) Lee |  | 54  |  | Vice President, Telecommunications Division        
|Douglas Schirle       |  | 53  |  | Chief Financial Officer                            
|Bor-Tay Wu            |  | 56  |  | Vice President, Taiwan Operations                  
|Ping Wu               |  | 51  |  | Vice President, U.S. Operations                    
|Robert Yau            |  | 55  |  | Vice President, Engineering, Secretary and Director

Lee-Lean Shuco-founded our company in March 1995 and has served as our President and Chief Executive Officer and
as a member of our Board of Directors since inception. In October 2000, Mr. Shu became Chairman of our Board. From January 1995 to March 1995, Mr. Shu was Director, SRAM Design at Sony
Microelectronics Corporation, a semiconductor company and a subsidiary of Sony Corporation, and from July 1990 to January 1995, he was a design manager at Sony Microelectronics Corporation.

14

---



David Chapmanhas served as our Vice President, Marketing since July 2002. From November 1998 to June 2002, Mr. Chapman served as
our Director of Strategic Marketing and Applications Engineering. From February 1988 to November 1998, Mr. Chapman served in various product planning and applications engineering management
capacities in the Memory Operation division and later the Fast SRAM division of Motorola Semiconductor Product Sector, Motorola, Inc., an electronics manufacturer. Mr. Chapman has been a
member of JEDEC since 1985, and served as Chairman of its SRAM committee in 1999.

Didier Lasserrehas served as our Vice President, Sales since July 2002. From November 1997 to July 2002, Mr. Lasserre served as
our Director of Sales for the Western United States and Europe. From July 1996 to October 1997, Mr. Lasserre was an account manager at Solectron Corporation, a provider of electronics
manufacturing services. From June 1988 to July 1996, Mr. Lasserre was a field sales engineer at Cypress Semiconductor, a semiconductor company.

Suengliang (Leon) Leehas served as our Vice President, Telecommunications Division since December 1999. From July 1996 to November 1999,
Mr. Lee was Director of Engineering at Lucent Technologies, a telecommunications equipment company. From October 1993 to June 1996, Mr. Lee was an engineering manager at Nortel Networks,
a telecommunications equipment manufacturer.

Douglas Schirlehas served as our Chief Financial Officer since August 2000. From June 1999 to August 2000, Mr. Schirle served as
our Corporate Controller. From March 1997 to June 1999, Mr. Schirle was the Corporate Controller at Pericom Semiconductor Corporation, a provider of digital and mixed signal integrated
circuits. From November 1996 to February 1997, Mr. Schirle was Vice President, Finance for
Paradigm Technology, a manufacturer of SRAMs, and from December 1993 to October 1996, he was the Controller for Paradigm Technology. Mr. Schirle was formerly a certified public accountant.

Bor-Tay Wuhas served as our Vice President, Taiwan Operations since January 1997. From January 1995 to December 1996,
Mr. Wu was a design manager at Atalent, an IC design company in Taiwan.

Ping Wuhas served as our Vice President, U.S. Operations since September 2006. He served in the same capacity from February 2004 to April
2006. From April 2006 to August 2006, Mr. Wu was Vice President of Operations at QPixel Technology, a semiconductor company. From July 1999 to January 2004, Mr. Wu served as our
Director of Operations. From July 1997 to June 1999, Mr. Wu served as Vice President of Operations at Scan Vision, a semiconductor manufacturer.

Robert Yauco-founded our company in March 1995 and has served as our Vice President, Engineering and as a member of our Board
of Directors since inception. From December 1993 to February 1995, Mr. Yau was design manager for specialty memory devices at Sony Microelectronics Corporation. From 1990 to 1993,
Mr. Yau was design manager at MOSEL/VITELIC, a semiconductor company.

Item 1A.Risk Factors

Our future performance is subject to a variety of risks. If any of the following risks actually occur, our business, financial condition and results of operations
could suffer and the trading price of our common stock could decline. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business
operations. You should also refer to other information contained in this report, including our consolidated financial statements and related notes.



Our quarterly and annual revenues, expenses and operating results have varied significantly and are likely to vary in the future. For example, in the twelve most
recent fiscal quarters ended March 31, 2008, we have recorded net revenues of as much as $15.3 million and as little as $10.4 million and

15

---



quarterly
operating income of as much as $3.8 million and as little as $508,000. We therefore believe that period-to-period comparisons of our operating results are not
a good indication of our future performance, and you should not rely on them to predict our future performance or the future performance of our stock price. In other future periods, we may not have
any revenue growth, or our revenues could decline. Furthermore, if our operating expenses exceed our expectations, our financial performance could be adversely affected. Factors that may affect
periodic operating results in the future include:



Our
expenses are, to a large extent, fixed, and we expect that these expenses will increase in the future. We will not be able to adjust our spending quickly if our revenues fall short
of our expectations. If this were to occur, our operating results would be harmed. If our operating results in future quarters fall below the expectations of market analysts and investors, the price
of our common stock could fall.



Cisco Systems, our largest OEM customer, purchases our products through SMART Modular Technologies, its consignment warehouse, through its contract manufacturers
and directly from us. Based on information provided to us by consignment warehouses and contract manufacturers, purchases by Cisco Systems represented approximately 28%, 30% and 28% of our net
revenues in fiscal 2008, 2007 and 2006, respectively. In the quarter ended March 31, 2007, Cisco Systems implemented a "lean manufacturing" program under which it reduced the levels of
inventory carried by it and by its contract manufacturers. The transition to this new program resulted in reductions in purchases of our products by Cisco Systems' contract manufacturers during the
quarters ended June 30, 2007 and March 31, 2007, as they drew down their existing inventories, and such reductions resulted in our net revenues for these quarters being less than in the
quarter ended December 31, 2006. Although shipments for Cisco Systems related business increased in the three quarters ended March 31, 2008 compared to the quarter ended June 30,
2007, they were still less than the levels achieved in each of the three quarters ended December 31, 2006.

We
expect that our operating results in any given period will continue to depend significantly on orders from our key OEM customers, particularly Cisco Systems, and our future success is
dependent to a large degree on the business success of these OEMs over which we have no control. We do not have long-term contracts with Cisco Systems or any of our other major OEM
customers, distributors or contract manufacturers that obligate them to purchase our products. If we fail to continue to sell to our

16

---



key
OEM customers, distributors or contract manufacturers in sufficient quantities, the growth of our business could be harmed.



We have incurred significant losses in prior periods. For example, in fiscal 2003 and 2004, we incurred losses of $7.4 million and $670,000, respectively.
Although we have operated profitably during the last four fiscal years, there can be no assurance that our Very Fast SRAMs will continue to receive broad market acceptance or that we will be
able to sustain revenue growth or profitability. Our failure to do so may result in additional losses in the future. In addition, we expect our operating expenses to increase as we expand our
business. If our revenues do not grow to offset these expected increased expenses, our business will suffer.



We derive most of our revenues from the sale of Very Fast SRAMs, and we expect that sales of these products will represent the substantial majority of our
revenues for the foreseeable future. Our business depends in large part upon continued demand for our products in the markets we currently serve, and adoption of our products in new markets. Market
adoption will be dependent upon our ability to increase customer awareness of the benefits of our products and to prove their high-performance and cost-effectiveness. We may
not be able to sustain or increase our revenues from sales of our products, particularly if the networking and telecommunications markets were to experience another significant downturn in the future.
Any decrease in revenues from sales of our products could harm our business more than it would if we offered a more diversified line of products.



Our products are incorporated into routers, switches, wireless local area network infrastructure equipment, wireless base stations and network access equipment
used in the highly cyclical networking and telecommunications markets. Our operating results declined sharply in fiscal 2002 and 2003 as a result of the severe contraction in demand for networking and
telecommunications equipment in which our products are incorporated. Prior to this period of contraction, the networking and telecommunications markets experienced a period of rapid growth, which
resulted in a significant increase in demand for our products. We expect that the networking and telecommunications markets will continue to be highly cyclical, characterized by periods of rapid
growth and contraction. Our business and our operating results are likely to fluctuate, perhaps quite severely, as a result of this cyclicality.



Historically, the average unit selling prices of our products have declined substantially over the lives of the products, and we expect this trend to continue. A
reduction in overall average selling prices of our products could result in reduced revenues and lower gross margins. Our ability to increase our net revenues and maintain our gross margins despite a
decline in the average selling prices of our products will depend on a variety of factors, including our ability to introduce lower cost versions of our existing products, increase unit sales volumes
of these products, and introduce new products with higher prices and greater margins. If we fail to accomplish any of these objectives, our business will suffer. To reduce our costs, we may be
required to implement design changes that lower our manufacturing costs, negotiate reduced purchase prices from our independent foundry, TSMC, and our independent assembly and test vendors, and
successfully manage our manufacturing and subcontractor

17

---



relationships.
Because we do not operate our own wafer foundry or assembly facilities, we may not be able to reduce our costs as rapidly as companies that operate their own foundries or facilities.



A significant percentage of our sales are made to distributors and to contract manufacturers who incorporate our products into end products for OEMs. For
example, in fiscal 2008, 2007 and 2006, our
distributor Avnet Logistics accounted for 29.2%, 24.7% and 30.4%, respectively, of our net revenues and our distributor Nu Horizons accounted for 7.2%, 8.7% and 10.3%, respectively, of our net
revenues. Avnet Logistics, Nu Horizons and our other existing distributors may choose to devote greater resources to marketing and supporting the products of other companies. Since we sell through
multiple channels and distribution networks, we may have to resolve potential conflicts between these channels. For example, these conflicts may result from the different discount levels offered by
multiple channel distributors to their customers or, potentially, from our direct sales force targeting the same equipment manufacturer accounts as our indirect channel distributors. These conflicts
may harm our business or reputation.



Our financial results, quarterly product sales, trends and comparisons are affected by fluctuations in the buying patterns of the OEMs that purchase our
products from our distributors. While we attempt to assist our distributors in maintaining targeted stocking levels of our products, we may not consistently be accurate or successful. This process
involves the exercise of judgment and use of assumptions as to future uncertainties, including end user demand. Inventory levels of our products held by our distributors may exceed or fall below the
levels we consider desirable on a going-forward basis. This could result in distributors returning unsold inventory to us, or in us not having sufficient inventory to meet the demand for our products.
If we are not able to accurately predict sales through our distributors or effectively manage our relationships with our distributors, our business and financial results will suffer.



At March 31, 2008, five customers accounted for 17%, 15%, 13%, 12% and 12% of accounts receivable, respectively. If any of these customers do not pay us,
our operating results will be harmed. Generally, we do not require collateral from our customers.



In recent years, there has been significant litigation in the semiconductor industry involving patents and other intellectual property rights. In the past, we
have been subject to claims and litigation regarding alleged infringement of other parties' intellectual property rights. In 2002, we settled patent litigation filed against us by one of our
competitors. In connection with the settlement, we obtained a license from that competitor and agreed to pay a license fee and ongoing royalties. We could become subject to additional litigation in
the future as a result of allegations that we infringe others' intellectual property rights or that our use of intellectual property otherwise violates the law. Claims that our products infringe the
proprietary rights of others would force us to defend ourselves and possibly our customers or manufacturers against the alleged infringement. Any such litigation regarding intellectual property could
result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition and results of operations. Similarly, changing our products or

18

---



processes
to avoid infringing the rights of others may be costly or impractical. If any claims received in the future were to be upheld, the consequences to us would be severe and could require us to:



Although
patent disputes in the semiconductor industry have often been settled through cross-licensing arrangements, we may not be able in any or every instance to settle an alleged patent
infringement claim through a cross-licensing arrangement. We have a more limited patent portfolio than many of our competitors. If a successful claim is made against us or any of our customers and a
license is not made
available to us on commercially reasonable terms or we are required to pay substantial damages or awards, our business, financial condition and results of operations would be materially adversely
affected.



Our success and ability to compete depends in large part upon protecting our proprietary technology. We rely on a combination of patent, trade secret, copyright
and trademark laws and non-disclosure and other contractual agreements to protect our proprietary rights. These agreements and measures may not be sufficient to protect our technology from
third-party infringement, or to protect us from the claims of others. Monitoring unauthorized use of our products is difficult and we cannot be certain that the steps we have taken will prevent
unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Our attempts to enforce our intellectual
property rights could be time consuming and costly. Litigation may be necessary in order to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope
of the proprietary rights of others or to defend against claims of infringement. If competitors are able to use our technology without our approval or compensation, our ability to compete effectively
could be harmed.



The market for Very Fast SRAMs, which are used primarily in networking and telecommunications equipment, is characterized by price erosion, rapid technological
change, cyclical market patterns and heightened foreign and domestic competition. Several of our competitors offer a broad array of memory products and have greater financial, technical, marketing,
distribution and other resources than we have. Some of our competitors maintain their own semiconductor fabrication facilities, which may provide them with capacity, cost and technical advantages over
us. We cannot assure you that we will be able to compete successfully against any of these competitors. Our ability to compete successfully in this market depends on factors both within and outside of
our control, including:



19

---





In
addition, we are vulnerable to advances in technology by competitors, including new SRAM architectures and new forms of DRAM, or the emergence of new memory technologies that could enable the
development of products that feature higher performance, lower cost or lower power capabilities. Additionally, the trend toward incorporating SRAM into other chips in the networking and
telecommunications markets has the potential to reduce future demand for Very Fast SRAM products. There can be no assurance that we will be able to compete successfully in the future. Our failure to
compete successfully in these or other areas could harm our business.



In order to remain competitive, we expect to continue to transition the manufacture of our products to smaller geometry process technologies. This transition will
require us to migrate to new manufacturing processes for our products and redesign certain products. The manufacture and design of our products is complex, and we may experience difficulty in
transitioning to smaller geometry process technologies or new manufacturing processes. These difficulties could result in reduced manufacturing yields, delays in product deliveries and increased
expenses. We are dependent on our relationships with TSMC to transition successfully to smaller geometry process technologies and to more advanced manufacturing processes. We cannot assure you that
TSMC will be able to effectively manage the transition or that we will be able to maintain our relationship with TSMC. If we or TSMC experience significant delays in
this transition or fail to implement these transitions, our business, financial condition and results of operations could be materially and adversely affected.



We continuously evaluate the benefits of migrating to smaller geometry process technologies in order to improve performance and reduce costs. Historically, these
migrations to new manufacturing processes have resulted in significant initial design and development costs associated with pre-production mask sets for the manufacture of new products
with smaller geometry process technologies. For example, in fiscal 2006, we incurred $678,000 in research and development expense associated with pre-production mask sets, which were not
later used in production as part of the transition to our new 90 nanometer process technology. We will incur similar expenses in the future as we continue to transition our products to smaller
geometry processes. The transition costs inherent in the transition to new manufacturing process technologies will adversely affect our operating results and our gross margin.



We develop complex products. Despite testing by us and our OEM customers, design or manufacturing errors may be found in existing or new products. These defects
could result in a delay in recognition or loss of revenues, loss of market share or failure to achieve market acceptance. These defects may also cause us to incur significant warranty, support and
repair costs, divert the attention of our engineering personnel from our product development efforts, result in a loss of market acceptance of our products and harm our relationships with our OEM
customers. Our OEM customers could also seek and obtain damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly
to defend.

Defects
in wafers and other components used in our products and arising from the manufacturing of these products may not be fully recoverable from TSMC or other suppliers. For example,
in the quarter ended December 31, 2005, we incurred a charge of approximately $900,000 related to the

20

---



write-off
of inventory resulting from an error in the assembly process at one of our suppliers. This write-off adversely affected our operating results for fiscal 2006.



We currently purchase several key components used in the manufacture of our products from single sources and are dependent upon supply from these sources to meet
our needs. If any of these suppliers cannot provide components on a timely basis, at the same price or at all, our ability to manufacture our products will be constrained and our business will suffer.
For example, we obtain wafers from a single foundry, TSMC. If we are unable to obtain an adequate supply of wafers from TSMC or find alternative sources in a timely manner, we will be unable to
fulfill our customer orders and our operating results will be harmed. We do not have supply agreements with TSMC or any of our independent assembly and test suppliers, and instead obtain manufacturing
services and products on a purchase-order basis. Our suppliers, including TSMC, have no obligation to supply products or services to us for any specific product, in any specific quantity, at any
specific price or for any specific time period. As a result, the loss or failure to perform by any of these suppliers could adversely affect our business and operating results.

Should
any of our single source suppliers experience manufacturing failures or yield shortfalls, be disrupted by natural disaster or political instability, choose to prioritize capacity
or inventory for other uses or reduce or eliminate deliveries to us, we likely will not be able to enforce fulfillment of any delivery commitments and we would have to identify and qualify acceptable
replacements from alternative sources of supply. In particular, if TSMC is unable to supply us with sufficient quantities of wafers to meet all of our requirements, we would have to allocate our
products among our customers, which would constrain our growth and might cause some of them to seek alternative sources of supply. Since the manufacturing of wafers and other components is extremely
complex, the process of qualifying new foundries and suppliers is a lengthy process and there is no assurance that we will be able to find and qualify another supplier without materially adversely
affecting our business, financial condition and results of operations.



We do not have long-term supply agreements with TSMC, but instead obtain our wafers on a purchase order basis. In order to secure future wafer supply
from TSMC or from other independent foundries, we may be required to enter into various arrangements with them, which could include:



We
may not be able to make any of these arrangements in a timely fashion or at all, and these arrangements, if any, may not be on terms favorable to us. Moreover, even if we are able to
secure independent foundry capacity, we may be obligated to use all of that capacity or incur penalties. These penalties may be expensive and could harm our financial results.

21

---







If there is a significant upturn in the networking and telecommunications markets that results in increased demand for our products and competing products, the
available supply of wafers may be limited. As a result, we could be required to obtain additional manufacturing capacity in order to meet increased demand. Securing additional manufacturing capacity
may cause our wafer fabrication costs to increase. If we are unable to offset these increased costs by increasing the average selling prices of our products, our gross margins will decline.



Our products are used as components in our OEM customers' products. For example, Cisco Systems, our largest OEM customer, incorporates our products in a number of
its networking routers and switches. Accordingly, demand for our products is subject to factors affecting the ability of our OEM customers to successfully introduce and market their products,
including:



As
a result, if OEM customers reduce their purchases of our products, our business will suffer.



The semiconductor industry is highly cyclical. The industry has experienced significant downturns, often in connection with, or in anticipation of, maturing
product cycles of both semiconductor companies' and their customers' products and declines in general economic conditions. These downturns have been characterized by production overcapacity, high
inventory levels and accelerated erosion of average selling prices. From time to time, the semiconductor industry also has experienced periods of increased demand and production capacity constraints.

Our
operating results may suffer during the down portion of these cycles. For example, the SRAM industry experienced significant declines in the average selling prices of SRAM products
during the recent downturn in the semiconductor industry. We expect similar declines to occur in the future. Downturns in the semiconductor industry could cause our stock price to be volatile, and a
prolonged decline in the industry could adversely affect our revenues. If we are unable to control our expenses adequately in response to reduced net sales, our results of operations would be
negatively impacted. For example, the industry downturn in 2001 resulted in a $3.9 million inventory write-off in fiscal 2002.

22

---





If we fail to offer technologically advanced products and respond to technological advances and emerging standards, we may not generate sufficient revenues to
offset our development costs and other expenses, which will hurt our business. The development of new or enhanced products is a complex and uncertain process that requires the accurate anticipation of
technological and market trends. In particular, the networking and telecommunications markets are rapidly evolving and new standards are emerging. We are vulnerable to advances in technology by
competitors, including new SRAM architectures, new forms of DRAM and the emergence of new memory technologies that could enable the development of products that feature higher performance or lower
cost. We may experience development, marketing and other technological difficulties that may delay or limit our ability to respond to technological changes, evolving industry standards, competitive
developments or end-user requirements. For example, because we have limited experience developing integrated circuits, or IC, products other than Very Fast SRAMs, our efforts to introduce
new products may not be successful and our business may suffer. Other challenges that we face include:



Our products are generally incorporated in our OEM customers' products at the design stage. However, their decisions to use our products often require significant
expenditures by us without any assurance of success, and often precede volume sales, if any, by a year or more. If an OEM customer decides at the design stage not to incorporate our products into
their products, we will not have another opportunity for a design win with respect to that customer's product for many months or years, if at all. Our sales cycle can take up to 24 months to
complete, and because of this lengthy sales cycle, we may experience a delay between increasing expenses for research and development and our sales and marketing efforts and the generation of volume
production revenues, if any, from these expenditures. Moreover, the value of any design win will largely depend on the commercial success of our OEM customers' products. There can be no assurance that
we will continue to achieve design wins or that any design win will result in future revenues.



We typically sell products pursuant to purchase orders that customers can generally cancel or defer on short notice without incurring a significant penalty. Any
significant cancellations or deferrals in the future could materially and adversely affect our business, financial condition and results of operations.

23

---



Cancellations
or deferrals could cause us to hold excess inventory, which could reduce our profit margins, increase product obsolescence and restrict our ability to fund our operations. We generally
recognize revenue upon shipment of products to a customer. If a customer refuses to accept shipped products or does not pay for these products, we could miss future revenue projections or incur
significant charges against our income, which could materially and adversely affect our operating results.



We plan to continue expanding our business, and our expected growth could place a significant strain on our management systems, infrastructure and other
resources. To manage the expected growth of our operations and increases in the number of our personnel, we will need to invest the necessary capital to improve our operational, financial and
management controls and our reporting systems and procedures. Accordingly, during the quarter ended September 30, 2007 we transitioned the preparation of all of our internal reporting to a new
enterprise resource planning system. If we encounter problems with the implementation of this system, we may have difficulties tracking internal information, which would adversely affect our ability
to timely report our financial results. Our controls, systems and procedures might not be adequate to support a growing public company. In addition, we may not have sufficient administrative staff to
support our operations. For example, we currently have only four employees in our finance department in the United States, including our Chief Financial Officer. Furthermore, our officers have limited
experience in managing large or rapidly growing businesses and the majority of our management has no experience in managing a public company or communicating with securities analysts and public
company investors. If our management fails to respond effectively to changes in our business, our business may suffer.



Products shipped to destinations outside of the United States accounted for 53.0%, 48.9% and 48.3% of our net revenues in fiscal 2008, 2007 and 2006,
respectively. Moreover, a substantial portion of our products is manufactured and tested in Taiwan. We intend to expand our international business in the future. Conducting business outside of the
United States subjects us to additional risks and challenges, including:



Moreover,
our reporting currency is the U.S. dollar. However, a portion of our cost of revenues and our operating expenses is denominated in currencies other than the U.S. dollar,
primarily the New Taiwanese dollar. As a result, appreciation or depreciation of other currencies in relation to the

24

---



U.S. dollar
could result in transaction gains or losses that could impact our operating results. We do not currently engage in currency hedging activities.



The foundry that manufactures our products, TSMC, and all of the principal independent suppliers that assemble and test our products are located in Taiwan. Many
of our customers are also located in the Pacific Rim. The risk of an earthquake in these Pacific Rim locations is significant. The occurrence of an earthquake or other natural disaster near the
fabrication facilities of TSMC or our other independent suppliers could result in damage, power outages and other disruptions that impair their
production and assembly capacity. Any disruption resulting from such events could cause significant delays in the production or shipment of our products until we are able to shift our manufacturing,
assembling, packaging or production testing from the affected contractor to another third-party vendor. In such an event, we may not be able to obtain alternate foundry capacity on favorable terms, or
at all.

The
outbreak of SARS in 2003 curtailed travel to and from certain countries, primarily in the Asia-Pacific region, and limited travel within those countries. If there were to
be another outbreak of a contagious disease, such as SARS or the Avian Flu, that significantly affected the Asia-Pacific region, the operations of our key suppliers could be disrupted. In
addition, our business could be harmed if such an outbreak resulted in travel being restricted, as it was during parts of 2003, or if it adversely affected the operations of our OEM customers or the
demand for our products or our OEM customers' products.



Because much of the manufacturing and testing of our products is conducted in Taiwan, our business performance may be affected by changes in Taiwan's political,
social and economic environment. For example, any political instability resulting from the relationship among the United States, Taiwan and the People's Republic of China could damage our business.
Moreover, the role of the Taiwanese government in the Taiwanese economy is significant. Taiwanese policies toward economic liberalization, and laws and policies affecting technology companies, foreign
investment, currency exchange rates, taxes and other matters could change, resulting in greater restrictions on our ability and our suppliers' ability to do business and operate facilities in Taiwan.
If any of these changes were to occur, our business could be harmed and our stock price could decline.



Our revenues and gross profit depend largely on general economic conditions and, in particular, the strength of demand for our products in the markets in which we
are doing business. From time to time, customers and potential customers have elected not to make purchases of our products due to reduced budgets and uncertainty about the future, and, in the case of
distributors, declining demand from their customers for their solutions in which they integrate our products. Similarly, from time to time, acts of terrorism, in particular in the United States, have
had a negative impact on information technology spending. High fuel prices, growing concerns regarding the prospects for the U.S. and worldwide economies and continuing turmoil in the Middle East and
elsewhere have increased uncertainty in the United States and our other markets. Should these factors result in a downturn in economic activity in the United States or globally, our customers may
delay or reduce their purchases of information technology, which would result in lower demand for our products and adversely affect our results of operations.

25

---





Our future success is substantially dependent on the continued services and continuing contributions of our senior management who must work together effectively
in order to design our products, expand our business, increase our revenues and improve our operating results. The loss of services of Lee-Lean Shu, our President and Chief Executive
Officer, Robert Yau, our Vice President of Engineering, any other executive officer or other key employee could significantly delay or prevent the achievement of our development and strategic
objectives. We do not have employment contracts with, nor maintain key person insurance on, any of our executive officers.



We must continue to identify, recruit, hire, train, retain and motivate highly skilled technical, managerial, sales and marketing and administrative personnel.
Competition for these individuals is intense, and we may not be able to successfully recruit, assimilate or retain sufficiently qualified personnel. We may encounter difficulties in recruiting and
retaining a sufficient number of qualified engineers, which could harm our ability to develop new products and adversely impact our relationships with existing and future end-users at a
critical stage of development. The failure to recruit and retain necessary technical, managerial, sales, marketing and administrative personnel could harm our business and our ability to obtain new
OEM customers and develop new products.



We may need to seek additional funding in the future. We do not know if we will be able to obtain additional financing on favorable terms, if at all. If we cannot
raise funds on acceptable terms, if and when needed, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated
requirements, and we may be
required to reduce operating costs, which could seriously harm our business. In addition, if we issue equity securities, our stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to those of our common stock.



Recent U.S. sub-prime mortgage defaults have had a significant impact across various sectors of the financial markets, causing global credit and
liquidity issues. The short-term funding markets experienced credit issues during the second half of fiscal 2008 which have continued into the first quarter of fiscal 2009, leading to
liquidity disruption in asset-backed commercial paper and failed auctions in the auction rate securities markets. If the global credit market continues to deteriorate, our investment portfolio may be
impacted and we could determine that some of our investments are impaired. This could materially adversely impact our results of operations and financial condition.

Our
investment portfolio includes auction rate securities, which are investments with contractual maturities generally between 20 and 30 years. They are usually found in
the form of municipal bonds, preferred stock, a pool of student loans or collateralized debt obligations with interest rates resetting every seven to 49 days through an auction process. At the
end of each reset period, investors can sell or continue to hold the securities at par. The auction rate securities held by us are primarily backed by state and municipal obligations, are
insured and rated by the major independent rating agencies as either AAA or Aaa.

26

---



As
of March 31, 2008, all of our auction rate securities have experienced failed auctions due to sell orders exceeding buy orders. These failures are not believed to be a credit
issue, but rather caused by a lack of liquidity. The $1.0 million security classified as a short-term investment as of March 31, 2008 was called at par in April 2008 and we
received the entire amount invested. The remaining auction rate security has been classified as a long-term investment as of March 31, 2008 due to lack of liquidity and as it is not
expected to be sold or redeemed within the next twelve months. In the event we should need access to these funds, they are not expected to be accessible until one of the following occurs: a successful
auction occurs, the issuer redeems the issue, a buyer is found outside of the auction process or the security matures. As of March 31, 2008, we performed a discounted cash flow analysis based
on variables that reflect the risks and nature of this security, including a sensitivity analysis on the expected time to redemption given current market conditions, and determined that a temporary
impairment in value of $112,000 existed as of March 31, 2008 that was charged to accumulated other comprehensive income.

Although
we determined that no other-than-temporary impairment losses existed as of March 31, 2008 with respect to our auction rate securities holdings, we may be
required to adjust the carrying value of the auction rate securities and record impairment charges in future periods, which could materially affect our results of operations and financial condition.



Our products are increasingly being incorporated into advanced military electronics such as radar and guidance systems. Military expenditures and appropriations
for such purchases have risen significantly in recent years. However, should the current conflicts in Iraq and Afghanistan and the general war on terror subside, our operating results would likely
suffer. Domestic budget considerations may also adversely affect our operating results. For example, if governmental appropriations for military purchases of electronic devices that include our
products are reduced, our revenues will likely decline.



In the future, we may acquire or make investments in companies, assets or technologies that we believe are complementary or strategic. We have not made any
acquisitions or investments to date, and therefore our ability as an organization to make acquisitions or investments is unproven. If we decide to make an acquisition or investment, we face numerous
risks, including:



27

---





If
we proceed with an acquisition or investment, we may be required to use a considerable amount of our cash, or to finance the transaction through debt or equity securities offerings, which may
decrease our financial liquidity or dilute our stockholders and affect the market price of our stock. As a result, if we fail to properly evaluate and execute acquisitions or investments, our business
and prospects may be harmed.



As a public company, we are incurring and will continue to incur additional legal, accounting and other expenses that we did not incur as a private company. The
Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and The NASDAQ Marketplace Rules now apply to us as a public company. Compliance with
these rules and regulations
will necessitate significant increases in our legal and financial budgets and may also strain our personnel, systems and resources.

The
Exchange Act requires, among other things, filing of annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires,
among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Satisfying these requirements involves a commitment of significant
resources and management oversight. As a result of management's efforts to comply with such requirements, other important business concerns may receive insufficient attention, which could have a
material adverse effect on our business, financial condition and results of operations. Failure to meet certain of these regulatory requirements could also cause us to be delisted from the NASDAQ
Global Market.

In
addition, in order to comply with these additional requirements, we are hiring and will continue to hire additional accounting and financial staff with appropriate public company
experience and technical accounting knowledge, which will increase our operating expenses in future periods.

We
also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept
reduced coverage or incur substantially higher costs to maintain coverage. If we are unable to maintain adequate directors' and officers' insurance, it may be more difficult for us to attract and
retain qualified persons to serve on our board of directors, particularly to serve on our audit committee, and qualified executive officers.



Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely
basis is a costly and time-consuming process. On a continuous basis, we update our internal controls documentation and, where appropriate, improve our internal controls and procedures as
we are subject to Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting and in the future a
report by our independent registered public accounting firm addressing the effectiveness of our internal control over financial reporting. Both we and our independent registered public accounting firm
are, or will be testing our internal controls in anticipation of becoming fully subject to Section 404 requirements and, as part of that documentation and testing, will identify areas for
further attention and improvement. Implementing any appropriate changes to our internal controls may entail substantial costs in order to modify our existing financial and accounting systems, take a
significant period of time to complete, and distract our officers, directors and employees from the operation of our business. These changes may not, however, be effective in maintaining the adequacy
of our internal controls. Any failure to maintain that adequacy,

28

---



or
a consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs, materially impair our ability to operate our business, and adversely affect
our stock price.



We are subject to federal, state and local regulations relating to the use, handling, storage, disposal and human exposure to hazardous and toxic materials. If we
were to violate or become liable under environmental laws in the future as a result of our inability to obtain permits, human error, accident, equipment failure or other causes, we could be subject to
fines, costs, or civil or criminal sanctions, face property damage or personal injury claims or be required to incur substantial investigation or remediation costs, which could be material, or
experience disruptions in our operations, any of which could have a material adverse effect on our business. In addition, environmental laws could become more stringent over time imposing greater
compliance costs and increasing risks and penalties associated with violations, which could harm our business.

We
also face increasing complexity in our product design as we adjust to new and future requirements relating to the materials composition of our products, including the restrictions on
lead and other
hazardous substances applicable to specified electronic products placed on the market in the European Union (Restriction on the Use of Hazardous Substances Directive 2002/95/EC, also known as the RoHS
Directive). We also expect that our operations will be affected by other new environmental laws and regulations on an ongoing basis. Although we cannot predict the ultimate impact of any such new laws
and regulations, they will likely result in additional costs, and could require that we change the design and/or manufacturing of our products, any of which could have a material adverse effect on our
business.



The trading price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:



In
recent years the stock market in general, and the market for technology stocks in particular, have experienced extreme price fluctuations, which have often been unrelated to the
operating performance of affected companies. The market price of our common stock might experience significant fluctuations in the future, including fluctuations unrelated to our performance. These
fluctuations could materially adversely affect our business relationships, our ability to obtain future financing on favorable terms or otherwise harm our business. In addition, in the past,
securities class action litigation has often been brought against a company following periods of volatility in the market

29

---



price
of its securities. This risk is especially acute for us because the extreme volatility of market prices of technology companies has resulted in a larger number of securities class action claims
against them. Due to the potential volatility of our stock price, we may in the future be the target of similar litigation. Securities litigation could result in substantial costs and divert
management's attention and resources. This could harm our business and cause the value of our stock to decline.



As of June 2, 2008, our executive officers, directors and major stockholders beneficially owned approximately 38% of our outstanding common stock. As a
result, these stockholders will be able to exercise substantial influence over, and may be able to effectively control, all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions, which could have the effect of delaying or preventing a third party from acquiring control over or merging with us.



Our Board of Directors has the authority to issue up to 5,000,000 shares of preferred stock. Our Board of Directors can fix the price, rights, preferences,
privileges and restrictions of the preferred stock without any further vote or action by our stockholders. The issuance of shares of preferred stock might delay or prevent a change in control
transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders might be adversely affected. The issuance of preferred stock might result in the loss
of voting control to other stockholders. We have no current
plans to issue any shares of preferred stock. Our charter documents also contain other provisions, which might discourage, delay or prevent a merger or acquisition, including:



These
provisions could also have the effect of discouraging others from making tender offers for our common stock. As a result, these provisions might prevent the market price of our
common stock from increasing substantially in response to actual or rumored takeover attempts. These provisions might also prevent changes in our management.



We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. Accordingly, investors must rely on sales of
their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends in the foreseeable future should
not purchase our common stock.

Item 1B.Unresolved Staff Comments

None.

Item 2.Properties

Our executive offices, our principal administration, marketing and sales operations and a portion of our research and development operations are located in
approximately 20,300 square feet of space in

30

---



Santa
Clara, California, which we occupy under a lease expiring in May 2010. We believe that our Santa Clara facility is adequate for our needs for the foreseeable future. In addition, we lease
approximately 25,250 square feet in Taiwan to support our manufacturing activities. We also lease space in Georgia and Texas. The aggregate annual gross rent for our facilities was approximately
$561,000 in fiscal 2008.

Item 3.Legal Proceedings

On October 23, 2006, we were served with a civil antitrust complaint filed by Reclaim Center, Inc. and other plaintiffs in the United States
District Court for the Northern District of California against GSI Technology and a number of other semiconductor companies. The complaint was filed on behalf of a purported class of indirect
purchasers of SRAM products throughout the United States. The complaint alleges that the defendants conspired to raise the price of SRAM in violation of Section 1 of the Sherman Act, the
California Cartwright Act, and several other state antitrust, unfair competition and consumer protection statutes. Shortly thereafter, a number of similar complaints were filed by other plaintiffs in
various jurisdictions on behalf of purported classes of both direct and indirect purchasers. We were served in some but not all of these subsequent actions. Many of these cases have been transferred
by the Judicial Panel on Multidistrict Litigation to the Northern District of California. We have also been named in similar class action lawsuits in the Superior Court of Ontario, Canada and the
Supreme Court of British Columbia, Canada. On July 23, 2007, we entered into agreements with the lead plaintiffs for the direct and indirect classes in the U.S. cases under which we were
voluntarily dismissed from the litigation in exchange for a tolling of the statute of limitations. The plaintiffs have the right to terminate the tolling agreement and reassert their claims against us
in the future. On April 23, 2008, we entered into a similar tolling agreement with the plaintiffs in the lawsuits pending in Canada. We believe that we have meritorious defenses to the
allegations in the complaints and, if the plaintiffs reassert their claims, we intend to defend these lawsuits vigorously. However, antitrust litigation is particularly complex and can extend for a
protracted time which can substantially increase the cost of such litigation. If these lawsuits were to be reinstated, their defense would also be expected to divert the efforts and attention of some
of our key management and technical personnel. As a result, if this litigation were to be reinstated, our defense, regardless of its eventual outcome, would likely be
costly and time consuming. Should the outcome of the litigation be adverse to the Company, it could be required to pay significant monetary damages which could adversely affect the Company's business,
financial condition, operating results or cash flows.

Item 4.Submission of Matters to a Vote of the Security Holders

None.

31

---





PART II

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock has traded on the NASDAQ Global Market under the symbol "GSIT" since March 29, 2007. Prior to trading on the NASDAQ Global Market our
common stock was not listed or quoted on any national exchange or market system. The following table sets forth, for the period indicated, the high and low sales prices for our common stock on such
market.

Fiscal Year Ended March 31, 2008

High

LowFirst quarter

$
5.80

$
4.17Second quarter

$
5.09

$
2.47Third quarter

$
3.39

$
2.22Fourth quarter

$
3.06

$
2.25Fiscal Year Ended March 31, 2007Fourth Quarter (March 29 through March 31)

$
5.50

$
5.00


Holders of Common Stock

On June 2, 2008, the closing price of our common stock on the NASDAQ National Market was $4.08 and there were 116 holders of record of our common stock.
Because many of such shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

We have never declared or paid cash dividends on our common stock. We currently intend to retain future earnings to finance the growth and development of our
business, and we do not anticipate declaring or paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

Please see Part III, Item 12 of this report for information regarding securities authorized for issuance under our equity compensation plans. Such
information is incorporated by reference from our definitive proxy statement for our 2008 annual meeting of stockholders.

Use of Proceeds

On March 29, 2007, our Registration Statement on Form S-1 (333-139885) covering the initial public offering of our common
stock was declared effective by the SEC. We registered 6,131,111 shares to be sold by us and up to 919,667 shares to be sold by selling stockholders to cover an over-allotment option
granted to the underwriters. All 6,131,111 shares offered by us were sold at an initial public offering price of $5.50, for an aggregate offering price of $33,721,111. On April 27, 2007,
the underwriters partially exercised their over-allotment option, and an additional 303,583 shares were sold by the selling stockholders for an aggregate offering price of
$1,669,706. We did not receive any portion of the proceeds from the sale of shares by the selling stockholders upon exercise of the underwriters' over-allotment option.

The
principal purposes of the offering were to obtain additional capital, establish a public market for our common stock and facilitate our future access to public capital markets. We
intend to use the

32

---



net
proceeds of the offering for working capital and other general corporate purposes, including capital expenditures and research and development. We may use a portion of the net proceeds to acquire
businesses, products or technologies that are complementary to our current or future business and product lines; however, we have never made an acquisition and currently have no specific acquisitions
planned. To date, we have used proceeds from the offering as follows:

Underwriting Discount

$
2,360,000Offering Expenses


739,000Capital Expenditures


3,339,000Accounts payable


2,778,000Income taxes


2,777,000Payroll and payroll related expenses


7,148,000Total

$
19,141,000


Pending
such uses, the balance of the net proceeds of the offering has been invested in investment grade, interest-bearing securities.

Issuer Purchases of Equity Securities

We did not repurchase any shares of our equity securities during the fiscal quarter ended March 31, 2008.

Item 6.Selected Financial Data

You should read the following selected consolidated financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the related notes included elsewhere in this report. The selected consolidated statement of operations data set forth below for the fiscal
years ended March 31, 2008, 2007 and 2006 and the selected consolidated balance sheet data as of March 31, 2008 and 2007 are derived from, and are qualified by reference to, our audited
consolidated financial statements included elsewhere in this report. The selected consolidated statement of operations data set forth below for the fiscal years ended March 31, 2005 and 2004
and the selected consolidated balance sheet data as of

33

---



March 31,
2006, 2005 and 2004 are derived from audited consolidated financial statements not included in this report.

|                                                                                |                                     | Fiscal Year Ended March 31, |       
|------------------------------------------------------------------------------- | ----------------------------------- | --------------------------- | ------
|
|
|Consolidated Statement of Operations Data:                                      |                                     |                             |       
|Net revenues                                                                    |                                     | $                           | 53,170
|Cost of revenues                                                                |                                     |                             | 31,847
|                                                                                |                                     |                             |       
|Gross profit                                                                    |                                     |                             | 21,323
|                                                                                |                                     |                             |       
|Operating expenses:                                                             |                                     |                             |       
|                                                                                | Research and development            |                             |       
|                                                                                | Selling, general and administrative |                             |       
|                                                                                |                                     |                             |       
|                                                                                |                                     | Total operating expenses    |       
|                                                                                |                                     |                             |       
|Income (loss) from operations                                                   |                                     |                             | 7,494 
|Interest and other income (expense), net                                        |                                     |                             | 1,784 
|                                                                                |                                     |                             |       
|Income (loss) before income taxes                                               |                                     |                             | 9,278 
|Provision for (benefit from) income taxes                                       |                                     |                             | 2,505 
|                                                                                |                                     |                             |       
|Net income (loss)                                                               |                                     | $                           | 6,773 
|                                                                                |                                     |                             |       
|Basic and diluted net income (loss) per share available to common stockholders: |                                     |                             |       
|                                                                                | Basic                               |                             | $     
|                                                                                |                                     |                             |       
|                                                                                | Diluted                             |                             | $     
|                                                                                |                                     |                             |       
|Weighted average shares used in per share calculations:                         |                                     |                             |       
|                                                                                | Basic                               |                             |       
|                                                                                |                                     |                             |       
|                                                                                | Diluted                             |                             |       
|                                                                                |                                     |                             |       

|
|

|                                                  |  | March 31,
|------------------------------------------------- |  | ---------
|
|
|Consolidated Balance Sheet Data:                  |  |          
|Cash, cash equivalents and short-term investments |  | $        
|Working capital                                   |  |          
|Total assets                                      |  |          
|Redeemable convertible preferred stock            |  |          
|Total stockholders' equity                        |  |          

---

34

---



Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
substantially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Risk Factors" and elsewhere in this report. The following
discussion should be read together with our consolidated financial statements and the related notes included elsewhere in this report.

Overview

We are a fabless semiconductor company that designs, develops and markets Very Fast static random access memories, or SRAMs, primarily for the networking and
telecommunications markets. We are subject to the highly cyclical nature of the semiconductor industry, which has experienced significant fluctuations, often in connection with fluctuations in demand
for the products in which semiconductor devices are used. Beginning in fiscal 2001, the networking and telecommunications markets experienced an extended period of severe contraction, during which our
operating results sharply declined. Between fiscal 2004 and fiscal 2006, demand for networking and telecommunications equipment recovered. During the first three quarters of fiscal 2007,
demand for such equipment accelerated and, as a result, our operating results improved. In the fourth quarter of fiscal 2007 and the first quarter of fiscal 2008, revenues again declined
due, in part, to the implementation of a "lean manufacturing" program by our largest customer, Cisco Systems.

Revenues.Our revenues are derived primarily from sales of our Very Fast SRAM products. Sales to networking and
telecommunications OEMs accounted for 70% to 80% of our net revenues during our last three fiscal years. We also sell our products to OEMs that manufacture products for
defense applications such as radar and guidance systems, for professional audio applications such as sound mixing systems, for test and measurement applications such as high-speed testers,
for automotive applications such as smart cruise control and voice recognition systems, and for medical applications such as ultrasound and CAT scan equipment. As is typical in the semiconductor
industry, the selling prices of our products generally decline over the life of the product. Our ability to increase
net revenues, therefore, is dependent upon our ability to increase unit sales volumes of existing products and to introduce and sell new products with higher average selling prices in quantities
sufficient to compensate for the anticipated declines in selling prices of our more mature products. Although we expect the average selling prices of individual products to decline over time, we
believe that, over the next several quarters, our overall average selling prices will increase due to a continuing shift in product mix to a higher percentage of higher price, higher density products.
Our ability to increase unit sales volumes is dependent primarily upon increases in customer demand but, particularly in periods of increasing demand, can also be affected by our ability to increase
production through the availability of increased wafer fabrication capacity from TSMC, our wafer supplier, and our ability to increase the number of good integrated circuit die produced from each
wafer through die size reductions and yield enhancement activities.

We
may experience fluctuations in quarterly net revenues for a number of reasons. Historically, orders on hand at the beginning of each quarter are insufficient to meet our revenue
objectives for that quarter and are generally cancelable up to 30 days prior to scheduled delivery. Accordingly, we depend on obtaining and shipping orders in the same quarter to achieve our
revenue objectives. In addition, the timing of product releases, purchase orders and product availability could result in significant product shipments at the end of a quarter. Failure to ship these
products by the end of the quarter may adversely affect our operating results. Furthermore, our customers may delay scheduled delivery dates and/or cancel orders within specified time frames without
significant penalty.

We
sell our products through our direct sales force, international and domestic sales representatives and distributors. Revenues from product sales, except for sales to distributors, are

35

---



generally
recognized upon shipment, net of sales returns and allowances. Sales to consignment warehouses, who purchase products from us for use by contract manufacturers, are recorded upon delivery to
the contract manufacturer. Sales to distributors are recorded as deferred revenues for financial reporting purposes and recognized as revenues when the products are resold by the distributors to the
OEM. Sales to distributors are made under agreements allowing for returns or credits under certain circumstances. We therefore defer recognition of revenue on sales to distributors until products are
resold by the distributor.

Historically,
a small number of OEM customers have accounted for a substantial portion of our net revenues, and we expect that significant customer concentration will continue for the
foreseeable future. Many of our OEMs use contract manufacturers to manufacture their equipment. Accordingly, a significant percentage of our net revenues is derived from sales to these contract
manufacturers and to consignment warehouses. In addition, a significant portion of our sales are made to foreign and domestic distributors who resell our products to OEMs, as well as their contract
manufacturers. Direct sales to contract manufacturers and consignment warehouses accounted for 32.3%, 34.7% and 35.0% of our net revenues for fiscal 2008, 2007 and 2006, respectively. Sales to
foreign and domestic distributors accounted for 63.1%, 59.0% and 55.7% of our net revenues for fiscal 2008, 2007 and 2006, respectively. The following direct customers accounted for 10% or more
of our net revenues in one or more of the following periods:

Fiscal Year Ended March 31,2008

2007

2006Consignment warehouses:SMART Modular Technologies

28.3
%
29.7
%
27.3
%Distributors:Avnet Logistics

29.2

24.7

30.4Nu Horizons

7.2

8.7

10.3


Cisco
Systems, our largest OEM customer, purchases our products primarily through its consignment warehouse, SMART Modular Technologies, and also purchases some products through its
contract manufacturers and directly from us. Historically, purchases by Cisco Systems have fluctuated from period to period. Based on information provided to us by Cisco Systems' consignment warehouse
and contract manufacturers, purchases by Cisco Systems represented approximately 28%, 30% and 28% of our net revenues in fiscal 2008, 2007 and 2006, respectively. During the quarter ended
March 31, 2007, Cisco Systems announced the implementation of a "lean manufacturing" program under which it reduced the levels of inventory carried by it and by its contract manufacturers. The
transition to this new program resulted in reductions in purchases of our products by Cisco Systems' contract manufacturers during the quarter ended March 31, 2007, as they drew down existing
inventories. This transition continued to impact our revenues in the quarter ended June 30, 2007. Purchases by Cisco Systems' contract manufacturers increased in the three quarters ended
March 31, 2008 compared to the prior two quarters, but were still less than the levels achieved in each of the three quarters ended December 31, 2006.

To
our knowledge, none of our other OEM customers accounted for more than 10% of our net revenues during any of these periods.

Cost of Revenues.Our cost of revenues consists primarily of wafer fabrication costs, wafer sort, assembly, test and
burn-in expenses, the amortized cost of production mask sets, stock-based compensation and the cost of materials and overhead from operations. All of our wafer manufacturing and assembly
operations, and a significant portion of our product testing operations, are outsourced. Accordingly, most of our cost of revenues consists of payments to TSMC and independent assembly and test
houses. Because we do not have long-term, fixed-price supply contracts, our wafer fabrication

36

---



and
other outsourced manufacturing costs are subject to the cyclical fluctuations in demand for semiconductors. Cost of revenues also includes expenses related to supply chain management, quality
assurance, and final product testing and documentation control activities conducted at our headquarters in Santa Clara, California and our branch operations in Taiwan.

Gross Profit.Our gross profit margins vary among our products and are generally greater on our higher density products and,
within a particular density, greater on our higher speed and industrial temperature products. We expect that our overall gross margins will fluctuate from period to period as a result of shifts in
product mix, changes in average selling prices and our ability to control our cost of revenues, including costs associated with outsourced wafer fabrication and product assembly and testing.

Research and Development Expenses.Research and development expenses consist primarily of salaries and related expenses for
design engineers and other technical personnel, the cost of developing prototypes, stock-based compensation and fees paid to consultants. We charge all research and development expenses to operations
as incurred. We charge mask costs used in production to costs of revenues over a 12-month period. However, we charge costs related to pre-production mask sets, which are not
used in production, to research and development expenses at the time they are incurred. These charges often arise as we transition to new process technologies and, accordingly, can cause research and
development expenses to fluctuate on a quarterly basis. We believe that continued investment in research and development is critical to our long-term success, and we expect to continue to
devote significant resources to product development activities. Accordingly, we expect that our research and development expenses will increase in future periods, although such expenses as a
percentage of net revenues may fluctuate.

Selling, General and Administrative Expenses.Selling, general and administrative expenses consist primarily of commissions
paid to independent sales representatives, salaries, stock-based compensation and related expenses for personnel engaged in sales, marketing, administrative, finance and human resources activities,
professional fees, costs associated with the promotion of our products and other corporate expenses. We expect that our sales and marketing expenses will increase in absolute dollars in future periods
as we continue to grow and expand our sales force but that, to the extent our revenues increase in future periods, these expenses will generally decline as a percentage of net revenues. We also expect
that, in support of our continued growth and our operations as a public company, general and administrative expenses will continue to increase in absolute dollars for the foreseeable future but will
fluctuate as a percentage of net revenues.

37

---



Results of Operations

The following table sets forth statement of operations data as a percentage of net revenues for the periods indicated:

Fiscal Year Ended March 31,2008

2007

2006Net revenues

100.0
%
100.0
%
100.0
%Cost of revenues

59.9

62.0

67.7Gross profit

40.1

38.0

32.3Operating expenses:Research and development

8.2

8.5

12.5Selling, general and administrative

17.8

10.7

11.1Total operating expenses

26.0

19.2

23.6Income from operations

14.1

18.8

8.7Interest and other income (expense), net

3.4

1.3

1.6Income before income taxes

17.5

20.1

10.3Provision for (benefit from) income taxes

4.7

7.3

0.4Net income

12.8
%
12.8
%
9.9
%




Net Revenues.Net revenues decreased by 8.6% from $58.2 million in fiscal 2007 to $53.2 in fiscal 2008. This reduction
in net revenues was principally due to overall weakness in the telecommunications segment of the network equipment market resulting in decreased orders from our distributors as they, and a number of
our OEM customers who buy from them, adjusted their purchasing based on their own inventory levels. In addition, direct and indirect sales to Cisco Systems, our largest customer, were down
approximately 13% in fiscal 2008 compared to fiscal 2007 due, in part, to the continued impact of the implementation of its lean manufacturing program, described above. During the first six
months of fiscal 2008, Cisco Systems' contract manufacturers further curtailed their purchases of our products as they continued to work against their existing inventories. Although sales for Cisco
Systems related business increased in the three quarters ending March 31, 2008 compared to the quarter ended June 30, 2007, they were still less than the levels achieved in each of the
three quarters ended December 31, 2006.

Cost of Revenues.Cost of revenues decreased by 11.6% from $36.0 million in fiscal 2007 to $31.8 million in
fiscal 2008. This decrease was due to the decrease in net revenues. Cost of revenues included stock-based compensation expense of $294,000 and $227,000, respectively, in fiscal 2008 and fiscal 2007.
Cost of revenues in fiscal 2008 also reflected a one time payment of $371,000 received from a third party for rights to second source our 36 megabit SigmaQuad products.

Gross Profit.Gross profit decreased by 3.6% from $22.1 million in fiscal 2007 to $21.3 in fiscal 2008. Gross margin
increased from 38.0% in fiscal 2007 to 40.1% in fiscal 2008. The increase in gross margin was primarily related to a shift in product mix to higher density, higher margin products.

Research and Development Expenses.Research and development expenses decreased 11.8% from $5.0 million in fiscal 2007
to $4.4 million in fiscal 2008. This decrease was primarily due to decreases in prototype expenses, depreciation expense and stock-based compensation expense. Research and development expenses
included stock-based compensation expense of $469,000 and $515,000, respectively, in fiscal 2008 and fiscal 2007.

38

---



Selling, General and Administrative Expenses.Selling, general and administrative expenses increased 52.4% from
$6.2 million in fiscal 2007 to $9.5 million in fiscal 2008. Major contributors to the increased selling, general and administrative expenses were increases in outside accounting fees,
outside legal expenses, outside consultant fees, insurance expenses and stock-based compensation costs. Most of the increases in outside accounting fees, legal fees, insurance costs and consulting
expenses during fiscal 2008 were related to our becoming a public company. Stock-based compensation expense of $698,000 and $474,000 were included in selling, general and administrative expenses in
fiscal 2008 and fiscal 2007, respectively.

Interest and Other Income (Expense), Net.Interest and other income (expense), net increased 145.1% from $728,000 in fiscal
2007 to $1,784,000 in fiscal 2008. This increase was primarily the result of an increase in interest income due to higher interest rates and higher average balances of invested cash resulting from the
investment of the net proceeds from our initial public offering which closed on April 3, 2007.

Provision for Income Taxes.The provision for income taxes decreased from $4.3 million in fiscal 2007 to
$2.5 million in fiscal 2008. This decrease was due to the decreased pre-tax income in fiscal 2008 compared to fiscal 2007 and increases in pre-tax income in low tax
jurisdictions in fiscal 2008 compared to fiscal 2007.

Net Income.Net income decreased 8.9% from $7.4 million in fiscal 2007 to $6.8 million in fiscal 2008. This
decrease was primarily due to the decreased net revenues and changes in operating expenses and gross profit discussed above.



Net Revenues.Net revenues increased by 34.8% from $43.1million in fiscal 2006 to $58.2 million in fiscal 2007. This
increase was primarily due to an increase in unit sales of approximately 12% as a result of increased demand from our networking and telecommunications OEMs. Unit sales increased across
our product lines, particularly for our 18 and 36 megabit Very Fast SRAM products. Net revenues also improved as a result of an increase in the overall average selling price of our products of
approximately 17% due to a shift in product mix to a larger percentage of higher price, higher density products. We believe that OEM demand increased largely as a result of a general
improvement in the business environment and an increase in capital expenditures for networking and telecommunications equipment. Net revenues declined in the fourth quarter of fiscal 2007 compared to
the third quarter of fiscal 2007 from $15.3 million to $14.0 million primarily due to the impact of Cisco Systems' "lean manufacturing" program described above. The transition to this
new program resulted in reductions in purchases of our products by Cisco Systems' contract manufacturers during the quarter ended March 31, 2007, as they drew down existing inventories.

Cost of Revenues.Cost of revenues increased by 23.3% from $29.2 million in fiscal 2006 to $36.0 million in
fiscal 2007. This increase was primarily due to the increase in unit shipments of approximately 12% and a shift in product mix to higher cost, higher density products, partially offset by various cost
reduction measures, including the negotiation of price reductions for wafers purchased from TSMC and for assembly and test services provided by our contractors.

Cost
of revenues included stock-based compensation expense of $227,000 and $13,000 for fiscal 2007 and 2006, respectively.

Gross Profit.Gross profit increased by 59.0% from $13.9 million in fiscal 2006 to $22.1million in fiscal 2007. Gross
margin increased from 32.3% in fiscal 2006 to 38.0% in fiscal 2007. This increase in gross margin was primarily related to the shift in product mix. The cost reduction measures described above also
contributed to the improvement in gross margin.

39

---





Research and Development Expenses.Research and development expenses decreased 7.9% from $5.4 million in fiscal 2006
to $5.0 million in fiscal 2007. This decrease was primarily due to $678,000 in costs incurred in September 2005 for pre-production mask sets related to the transition to our new
90 nanometer process technology and a decrease in payroll related expenses of $303,000. The decrease was partially offset by increases of $158,000 in other prototype expenses and $50,000 in
outside design consultant expenses.

Research
and development expenses included stock-based compensation expense of $515,000 and $70,000 for fiscal 2007 and 2006, respectively.

Selling, General and Administrative Expenses.Selling, general and administrative expenses increased 29.4% from
$4.8 million in fiscal 2006 to $6.2 million in fiscal 2007. This increase was primarily related to an increase of $408,000 in commissions paid to manufacturers' representatives resulting
from the increase in net revenues, an increase of $257,000 in outside accounting fees and an increase of $72,000 in payroll related expenses.

Selling,
general and administrative expenses included stock-based compensation expense of $474,000 and $12,000 for fiscal 2007 and 2006, respectively.

Interest and Other Income (Expense), Net.Interest and other income (expense), net increased by 6.7%, from $682,000 in fiscal
2006 to $728,000 in fiscal 2007. This increase was primarily the result of an increase in interest income of $294,000 due to higher interest rates and higher average balances of invested cash, offset
in part by a foreign exchange loss related to our Taiwan branch operations.

Provision for (Benefit from) Income Taxes.The provision for income taxes increased from $171,000 in fiscal 2006 to
$4.3 million in fiscal 2007. This increase was due to the increase in pre-tax income and the release of $895,000 of tax reserves in 2006 following the conclusion of an income tax
audit by the Internal Revenue Service.

Net Income.Net income increased 75.0% from $4.2 million in fiscal 2006 to $7.4 million in fiscal 2007. This
increase was primarily due to increased net revenues and improved gross margins.

Liquidity and Capital Resources

Since our inception, we have used proceeds from a number of sources, including the private sale of $9.6 million of equity securities, bank borrowings and
cash generated by operating activities to support our operations, acquire capital equipment and finance accounts receivable and inventory growth. Our liquidity was enhanced by the receipt of net
proceeds of approximately $30.0 million from the initial public offering of our common stock which closed on April 3, 2007.

As
of March 31, 2008, our principal sources of liquidity were $39.6 million in cash, cash equivalents and short-term investments and working capital of
$55.1 million.

Net
cash provided by operating activities was $18.8 million for fiscal 2008 compared to net cash used in operating activities of $4.7 million for fiscal 2007 and net cash
provided by operating activities of $5.2 million for fiscal 2006. The primary uses of cash in fiscal 2008 were an increase in receivables of $1.1 million and a reduction in accounts
payable of $578,000. These uses of cash were offset primarily by a decrease in inventory of $7.8 million as we reduced inventory purchases from TSMC and net income of $6.8 million. The
primary uses of cash in fiscal 2007 were increases of $12.0 million for inventory and $2.0 million for accounts receivable. Inventory levels increased in fiscal 2007 as we took advantage
of favorable wafer pricing offered to us by TSMC. The increased level of accounts receivable reflects the higher level of net revenues in the fourth quarter of fiscal 2007 compared to the fourth
quarter of fiscal 2006. These uses of cash were partially offset by net income of $7.4 million. The primary use of cash in fiscal 2006 was for prepaid expenses and other assets of
$1.1 million, accrued expenses and other liabilities of $1.4 million, inventory of $1.7 million and deferred income taxes of

40

---



$734,000.
These uses of cash were partially offset by $3.0 million of increased accounts payable primarily for wafers purchased from TSMC acquired at the end of fiscal 2006.

Net
cash used in investing activities was $37.9 million in fiscal 2008, $2.0 million in fiscal 2007 and $2.2 million in fiscal 2006. Investing activity in fiscal
2008 consisted primarily of the purchase of short-term and long-term investments of $75.8 million, primarily state and municipal obligations and auction rate securities,
and the purchase of test equipment and software in the amount of $3.3 million. These uses were partially offset by the sale and current maturities of short-term investments of
$40.2 million, including the majority of the auction rate securities that we previously purchased. As of March 31, 2008, the carrying value of the Company's auction rate securities
totaled $2.8 million, of which $1.8 million was classified as long-term investments. The auction rate securities held by the Company are primarily backed by state and
municipal obligations, are insured and rated by the major independent rating agencies as either AAA or Aaa. Each of these auction rate securities had auctions that failed in February or March of 2008.
These failures are not believed to be a credit issue, but rather caused by a lack of liquidity. The $1.0 million security classified as a short-term investment as of
March 31, 2008 was called at par in April 2008 and the Company has received the entire par value
amount subsequent to year end. Investing activities in fiscal 2007 consisted primarily of purchases of test equipment and expenditures related to the implementation of our new enterprise resource
planning, or ERP, system. Investing activities in fiscal 2006 consisted primarily of purchases of test equipment and the investment of excess cash in auction rate securities.

Net
cash provided by financing activities in fiscal 2008 included $97,000 in net proceeds from the sale of common stock pursuant to option exercises and $31.4 million in net
proceeds from our initial public offering of common stock that occurred on April 3, 2007 offset by $739,000 in costs related to our initial public offering. Net cash provided by financing
activities included net proceeds from the sale of common stock pursuant to option exercises of $124,000 in fiscal 2007 and $46,000 in fiscal 2006. Fiscal 2007 financing activities included a use of
cash of $580,000 incurred for offering expenses paid in connection with our initial public offering.

At
March 31, 2008 we had total minimum lease obligations of approximately $1.3 million from April 1, 2008 through August 31, 2010, under
non-cancelable operating leases.

We
believe that our existing balances of cash, cash equivalents and short-term investments, and cash flow expected to be generated from our future operations will be
sufficient to meet our cash needs for working capital and capital expenditures for at least the next 12 months, although we could be required, or could elect, to seek additional funding prior
to that time. Our future capital requirements will depend on many factors, including the rate of revenue growth that we experience, the extent to which we utilize subcontractors, the levels of
inventory and accounts receivable that we maintain, the timing and extent of spending to support our product development efforts and the expansion of our sales and marketing efforts. Additional
capital may also be required for the consummation of any acquisition of businesses, products or technologies that we may undertake. We cannot assure you that additional equity or debt financing, if
required, will be available on terms that are acceptable or at all.

Contractual Obligations

The following table describes our contractual obligations as of March 31, 2008:

|                                |  | Payments due by period |           | 
|------------------------------- |  | ---------------------- | --------- | 
|
|Facilities and equipment leases |  | $                      | 685,000   | 
|Wafer purchase obligations      |  |                        | 2,762,000 | 
|                                |  |                        |           | 
|                                |  | $                      | 3,447,000 | 
|                                |  |                        |           | 

41

---



As
of March 31, 2008, our unrecognized tax benefits amounted to $327,000 of which the timing of the resolution is uncertain. There is no current portion of the Company's
unrecognized tax benefits at March 31, 2008.

Critical Accounting Policies and Estimates

The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the
reporting period. Significant estimates are inherent in the preparation of the consolidated financial statements and include revenue recognition, obsolete and excess inventory, the valuation allowance
on deferred tax assets, the valuation of equity instruments and stock-based compensation. We believe that we consistently apply these judgments and estimates and that our financial statements and
accompanying notes fairly represent all periods presented. However, any errors in these judgments and estimates may have a material impact on our balance sheet and statement of operations. Critical
accounting estimates, as defined by the Securities and Exchange Commission, are those that are most important to the portrayal of our financial condition and results of operations and require our most
difficult and subjective judgments and estimates of matters that are inherently uncertain. Our critical accounting estimates include those regarding revenue recognition, the valuation of inventories,
taxes and stock-based compensation.

Revenue Recognition.We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable and collectibility of the resulting receivable is reasonably assured. Under these criteria, revenue from the sale of our products is generally recognized upon shipment
according to our shipping terms, net of accruals for estimated sales returns and allowances based on historical experience. Sales to distributors are made under agreements allowing for returns or
credits. We defer recognition of revenue on sales to distributors until products are resold by the distributor to the end-user. Distributors have stock rotation, price protection and ship
from stock pricing adjustment rights, and we therefore defer recognition of revenue on sales to distributors until products are resold by the distributor. We are unable to reasonably estimate the
inventory that could be returned pursuant to the stock rotation rights. In light of possible changes to sales prices resulting from price protection and price adjustment rights granted, we are unable
to reasonably estimate possible changes and the resulting sales price to the distributor is not fixed or determinable until the final sale to the end user. Sales to consignment warehouses, who
purchase products from us for use by contract manufacturers, are recorded upon delivery to the contract manufacturers.

The
timing of recognizing revenues on product sales to distributors is dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide
us monthly data regarding the product, price, quantity, and end customer for their shipments as well as the quantities of our products they have in stock at month end. In determining the appropriate
amount of revenue to recognize, we use this data in reconciling differences between our estimate of their inventory levels and their reported inventories and shipment activities. If distributors
incorrectly report their inventories or shipment activities, it could lead to inaccurate reporting of our revenues and income. As of March 31, 2008 and 2007, reconciling differences were not
significant after appropriately accounting for goods-in-transit.

Valuation of Inventories.Inventories are stated at the lower of cost or market value, cost being determined on a weighted
average basis. Our inventory write-down allowance is established when conditions indicate that the selling price of our products could be less than cost due to physical deterioration,
obsolescence, changes in price levels, or other causes. We consider the need to establish the allowance for excess inventory generally based on inventory levels in excess of 12 months of
forecasted demand for each specific product. Inventory consists of finished goods at our premises or

42

---



consignment
warehouses, work in progress at our premises or our contract manufacturers and finished goods at distributors. Historically, it has been difficult to forecast customer demand especially at
the part-number level. Many of the orders we receive from our customers and distributors request delivery of product on relatively short notice and with lead times less than our
manufacturing cycle time. In order to provide competitive delivery times to our customers, we build and stock a certain amount of inventory in anticipation of customer demand that may not materialize.
Moreover, as is common in the semiconductor industry, we may allow customers to cancel orders with minimal advance notice. Thus, even product built to satisfy specific customer orders may not
ultimately be required to fulfill customer demand. Nevertheless, at any point in time, some portion of our inventory is subject to the risk of being materially in excess of our projected demand.
Additionally, our average selling prices could decline due to market or other conditions, which creates a risk that costs of manufacturing our inventory may not be recovered. These factors contribute
to the risk that we may be required to record additional inventory write-downs in the future, which could be material. In addition, if actual market conditions are more favorable than expected,
inventory previously written down may be sold to customers resulting in lower cost of sales and higher income from operations than expected in that period.

Taxes.We account for income taxes under the liability method, whereby deferred tax assets and liabilities are determined
based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable
income. We make certain estimates and judgments in the calculation of tax liabilities and the determination of deferred tax assets, which arise from temporary differences between tax and financial
statement recognition methods. We record a valuation allowance to reduce our deferred tax assets to the amount that management estimates is more likely than not to be realized. If in the future we
determine that we are not likely to realize all or part of our net deferred tax assets, an adjustment to deferred tax assets would be charged to earnings in the period such determination is made.

In
addition, the calculation of tax liabilities involves inherent uncertainty in the application of complex tax laws. We record tax reserves for additional taxes that we estimate we may
be required to pay as a result of future potential examinations by federal and state taxing authorities. If the payment ultimately proves to be unnecessary, the reversal of these tax reserves would
result in tax benefits being recognized in the period we determine such reserves are no longer necessary. If an ultimate tax assessment exceeds our estimate of tax liabilities, an additional charge to
expense will result.

FIN 48
prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has
taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction).
Under the Interpretation, the financial statements will reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge of the position and all relevant
facts, but without considering time values.

Stock Based Compensation.On April 1, 2006, we adopted SFAS No. 123(R),Share-Based
Payment("SFAS 123(R)"), using the modified prospective transition method. Under this method, our stock-based compensation costs recognized during the fiscal year ended
March 31, 2007 were comprised of compensation costs for all share-based payment awards granted subsequent to April 1, 2006 and of compensation costs related to share-based payment awards
that were unvested on April 1, 2006, based on their grant-date fair value estimated using the Black-Scholes option pricing model. Prior periods were not restated. As stock-based
compensation expense recognized in the statement of operations for fiscal 2007 is based on options ultimately expected to vest, it has been reduced by the amount of estimated forfeitures.

We
chose the straight-line method of allocating compensation cost over the requisite service period of the related award under SFAS 123(R). We calculated the expected
term based on the historical

43

---



average
period of time that options were outstanding as adjusted for expected changes in future exercise patterns, which, for options granted in the in fiscal 2008 and fiscal 2007, resulted in an
expected term of approximately four years. We based our estimate of expected volatility on the estimated volatility of similar entities whose share prices are publicly available. The
risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding to the expected life of the options. The dividend yield is 0%, based
on the fact that we have never paid dividends and have no present intention to pay dividends. Determining some of these assumptions requires significant judgment and changes to these assumptions could
result in a significant change to the calculation of stock-based compensation in future periods.

The
impact of adoption of SFAS 123(R) was to reduce income before tax by $1,216,000, net income by $1,165,000 and basic and diluted earnings per share by $0.19 and $0.05,
respectively, for fiscal 2007. SFAS 123(R) requires cash flows, if any, resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those options
(excess tax benefits) to be classified as financing cash flows. Adoption of FAS No. 123(R) did not have an impact on operating and financing cash flows because we did not have any excess tax
benefits in the period of adoption.

Prior
to the adoption of SFAS No. 123(R), we recognized forfeitures of unvested stock options as they occurred. Upon adoption of SFAS No. 123(R), we began estimating future
forfeitures and recognizing the effect of such forfeitures on the grant date of the awards. SFAS No. 123(R) requires a one-time cumulative adjustment at the adoption date to record
an estimate of future forfeitures on the unvested outstanding awards. Based on our estimate of the impact of future forfeitures on the expense recognized for unvested options at the date of adoption,
such one-time cumulative adjustment was determined to be immaterial.

We
have no stock-based compensation arrangements with non-employees.

Given
the absence of an active market for our common stock prior to our becoming a public company, our board of directors estimated the fair value of our common stock for purposes of
determining stock-based compensation expense for the periods presented. Through September 2006, the board of directors determined the estimated fair value of our common stock, based in part on our
historic net revenues and a market determined revenue multiplier as well as the following:



In
October 2006, we obtained an independent valuation from a third party valuation consultant of our common stock as of September 30, 2006 which assisted in our determination of
value for grants made from October 2006 to November 21, 2006. We continued to rely in part on this third party valuation for options granted in January 2007 in addition to the methods described
above for grants prior the October 2006.

We
believe that we have used reasonable methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of
Privately-Held-Company Equity Securities Issued as Compensation, to determine the fair value of our

44

---



common
stock. If we had made different assumptions and estimates than those described above, the amount of our recognized and to be recognized stock-based compensation expense, net income (loss) and
net income (loss) per share amounts could have been materially different.

Off-Balance Sheet Arrangements

At March 31, 2008, we did not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. Accordingly, we are not exposed to the type of financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board, or FASB, issued SFAS 141(R),Business
Combinations("SFAS 141R"). SFAS 141R replaces SFAS 141,Business Combinations("SFAS 141").
SFAS 141R retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business
combinations and for an acquirer to be identified for each business combination. SFAS 141R also establishes principles and requirements for how the acquirer: (a) recognizes and measures
in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects
of the business combination. SFAS 141R will apply prospectively to business combinations for which the acquisition date is on or after April 1, 2009, the beginning of our next fiscal
year. While we have not yet evaluated this statement for the impact, if any, that SFAS 141R will have on our consolidated financial statements, we will be required to expense costs related to
any acquisitions after March 31, 2009.

In
December 2007, the FASB issued SFAS 160,Noncontrolling Interests in Consolidated Financial Statements("SFAS 160").
SFAS 160 amends Accounting Research Bulletin 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the consolidated financial statements. We have not yet determined the impact, if any, that SFAS 160 will have on our
consolidated financial statements. SFAS 160 is effective for our fiscal year beginning April 1, 2009.

In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities,which permits
entities to choose to measure eligible financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items
for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.
We are currently evaluating the effect that the adoption of SFAS 159 on April 1, 2008 will have on our consolidated financial position and results of operations.

In
September 2006, the FASB issued SFAS No. 157,Fair Value Measurements. SFAS No. 157 establishes a framework for measuring
fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this Statement relate to the definition of fair value, the methods
used to measure fair value, and the expanded disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-1 ("FSP
157-1"),Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement Under Statement 13. FSP 157-1 amends SFAS No. 157 to exclude from its scope SFAS

45

---



No. 13
and other pronouncements that address fair value measurements for purposes of lease classification or measurement. The scope exception does not apply to assets acquired and liabilities
assumed in a business combination that are required to be measured at fair value (including assets and liabilities not related to leases). In February 2008, the FASB issued Staff Position
157-2,Effective Date of FASB Statement No. 157, (FSP 157-2) which delays the effective date of SFAS No. 157 for
nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. We will be required to adopt the
provisions of SFAS No. 157 beginning with our fiscal quarter ending June 30, 2008. We are currently evaluating the impact of the adoption of SFAS No. 157 on April 1, 2008,
but we do not currently believe its adoption will have a material impact on our consolidated financial position, results of operations or cash flows.

In
July 2006, the FASB issued FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement
109("FIN 48"). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain
tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). Under the
Interpretation, the financial statements will reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge of the position and all relevant facts, but
without considering time values. The Interpretation substantially changes the applicable accounting model and is likely to cause greater volatility in income statements as more items are recognized
discretely within income tax expense. The Interpretation also revises disclosure requirements and introduces a prescriptive, annual, tabular roll-forward of the unrecognized tax benefits.
The
Interpretation requires qualitative and quantitative disclosures, including discussion of reasonably possible changes that might occur in the recognized tax benefits over the next 12 months; a
description of open tax years by major jurisdictions; and a roll-forward of all unrecognized tax benefits, presented as a reconciliation of the beginning and ending balances of the
unrecognized tax benefits on a worldwide aggregated basis. We adopted this standard in the first quarter of fiscal 2008 and the impact of the adoption of FIN 48 is disclosed in Note 5 to
the consolidated financial statements.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk.Our revenues and expenses, except those expenses related to our operations in Taiwan,
including subcontractor manufacturing expenses, are denominated in U.S. dollars. As a result, we have relatively little exposure for currency exchange risks, and foreign exchange losses have been
minimal to date. We do not currently enter into forward exchange contracts to hedge exposure denominated in foreign currencies or any other derivative financial instruments for trading or speculative
purposes. In the future, if we feel our foreign currency exposure has increased, we may consider entering into hedging transactions to help mitigate that risk.

Interest Rate Sensitivity.We had cash, cash equivalents, short term investments and long-term investments
totaling $55.2 million at March 31, 2008. These amounts were invested primarily in money market funds, state and municipal obligations and auction rate securities. The cash, cash
equivalents and short-term marketable securities are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the
short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest
rates. We believe a hypothetical 100 basis point increase in interest rates would not materially affect the fair value of our interest-sensitive financial instruments. Declines in interest rates,
however, will reduce future investment income.

Auction Rate Securities.As of March 31, 2008, the carrying value of auction rate securities held in our investment
portfolio totaled $2.8 million, of which $1.8 million was classified as long-term investments. These auction rate securities are primarily backed by state and municipal
obligations, are insured and rated by the major independent rating agencies as either AAA or Aaa. Each of these

46

---



auction
rate securities had auctions that failed in February or March of 2008. These failures are not believed to be a credit issue, but rather caused by a lack of liquidity. The $1.0 million
security classified as a short-term investment as of March 31, 2008 was called at par in April 2008 and we received the entire par value amount. The remaining auction rate security
has been classified as a long-term investment as of March 31, 2008 due to lack of liquidity and as it is not to expected to be sold or redeemed within the next twelve months. In the
event we should need access to these funds, they are not expected to be accessible until one of the following occurs: a successful auction occurs, the issuer redeems the issue, a buyer is found
outside of the auction process or the security matures. As of March 31, 2008, we performed a discounted cash flow analysis based on variables that reflect the risks and nature of this security,
including a sensitivity analysis on the expected time to redemption given current market conditions, and determined that a temporary impairment in value of $112,000 existed as of March 31, 2008
that was recorded within accumulated other comprehensive income. We determined that no other-than-temporary impairment losses related to auction rate securities existed as of
March 31, 2008.

47

---





Item 8.Financial Statements and Supplementary Data

GSI TECHNOLOGY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                        |  | Page
|------------------------------------------------------------------------------------------------------- |  | ----
|Report of Independent Registered Public Accounting Firm                                                 |  | 49  
|Consolidated Balance Sheets As of March 31, 2008 and 2007                                               |  | 50  
|Consolidated Statements of Operations For the Three Years Ended March 31, 2008, 2007 and 2006           |  | 51  
|Consolidated Statements of Stockholders' Equity For the Three Years Ended March 31, 2008, 2007 and 2006 |  | 52  
|Consolidated Statements of Cash Flows For the Three Years Ended March 31, 2008, 2007 and 2006           |  | 53  
|Notes to Consolidated Financial Statements                                                              |  | 54  

48

---



Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Stockholders
of GSI Technology, Inc.:

In
our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of GSI
Technology, Inc. and its subsidiaries as of March 31, 2008 and March 31, 2007, and the results of their operations and their cash flows for each of the three years in the period
ended March 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial
statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As
discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for stock-based compensation in fiscal 2007.

/s/PRICEWATERHOUSECOOPERS LLPSan Jose, California
June 16, 2008

49

---





GSI TECHNOLOGY, INC.        CONSOLIDATED BALANCE SHEETS

|                                                                             |                                                                       | March 31,                                                    
|---------------------------------------------------------------------------- | --------------------------------------------------------------------- | -------------------------------------------------------------
|
|
|ASSETS                                                                       |                                                                       |                                                              
|Cash and cash equivalents                                                    |                                                                       | $                                                            
|Restricted cash                                                              |                                                                       |                                                              
|Short-term investments                                                       |                                                                       |                                                              
|Accounts receivable, net                                                     |                                                                       |                                                              
|Inventories                                                                  |                                                                       |                                                              
|Prepaid expenses and other current assets                                    |                                                                       |                                                              
|Deferred income taxes                                                        |                                                                       |                                                              
|                                                                             |                                                                       |                                                              
|                                                                             |                                                                       | Total current assets                                         
|Property and equipment, net                                                  |                                                                       |                                                              
|Long-term investments                                                        |                                                                       |                                                              
|Other assets                                                                 |                                                                       |                                                              
|                                                                             |                                                                       |                                                              
|                                                                             |                                                                       | Total assets                                                 
|                                                                             |                                                                       |                                                              
|LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY |                                                                       |                                                              
|Accounts payable                                                             |                                                                       | $                                                            
|Accrued expenses and other liabilities                                       |                                                                       |                                                              
|Deferred revenue                                                             |                                                                       |                                                              
|                                                                             |                                                                       |                                                              
|                                                                             |                                                                       | Total current liabilities                                    
|                                                                             |                                                                       |                                                              
|Income taxes payable                                                         |                                                                       |                                                              
|                                                                             |                                                                       |                                                              
|                                                                             |                                                                       | Total liabilities                                            
|                                                                             |                                                                       |                                                              
|Commitments and contingencies (Notes 7 and 13)                               |                                                                       |                                                              
|Redeemable convertible preferred stock: $0.001 par value                     |                                                                       |                                                              
|                                                                             |                                                                       | Authorized: 15,120,168 shares                                
|                                                                             |                                                                       | Issued and outstanding: 0 and 15,120,168 shares, respectively
|                                                                             |                                                                       | Liquidation preference: $0 and $9,007, respectively          
|                                                                             |                                                                       |                                                              
|Stockholders' equity:                                                        |                                                                       |                                                              
|                                                                             | Preferred stock: $0.001 par value                                     |                                                              
|                                                                             |                                                                       | Authorized: 5,000,000 shares                                 
|                                                                             |                                                                       | Issued and outstanding: none                                 
|                                                                             | Common stock: $0.001 par value                                        |                                                              
|                                                                             | Authorized: 150,000,000 shares                                        |                                                              
|                                                                             | Issued and outstanding: 27,755,490 and 6,343,411 shares, respectively |                                                              
|Additional paid-in capital                                                   |                                                                       |                                                              
|Accumulated other comprehensive income                                       |                                                                       |                                                              
|Retained earnings                                                            |                                                                       |                                                              
|                                                                             |                                                                       |                                                              
|                                                                             |                                                                       | Total stockholders' equity                                   
|                                                                             |                                                                       |                                                              
|                                                                             |                                                                       |                                                              
|                                                                             |                                                                       |                                                              

The
accompanying notes are an integral part of these consolidated financial statements.

50

---



GSI TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

GSI TECHNOLOGY, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                         |                                     | Year Ended March 31,    
|------------------------------------------------------------------------ | ----------------------------------- | ------------------------
|
|
|Net revenues                                                             |                                     | $                       
|Cost of revenues                                                         |                                     |                         
|                                                                         |                                     |                         
|Gross profit                                                             |                                     |                         
|                                                                         |                                     |                         
|Operating expenses:                                                      |                                     |                         
|                                                                         | Research and development            |                         
|                                                                         | Selling, general and administrative |                         
|                                                                         |                                     |                         
|                                                                         |                                     | Total operating expenses
|                                                                         |                                     |                         
|Income from operations                                                   |                                     |                         
|Interest income, net                                                     |                                     |                         
|Other income (expense), net                                              |                                     |                         
|                                                                         |                                     |                         
|Income before income taxes                                               |                                     |                         
|Provision for income taxes                                               |                                     |                         
|                                                                         |                                     |                         
|Net income                                                               |                                     | $                       
|                                                                         |                                     |                         
|Basic and diluted net income per share available to common stockholders: |                                     |                         
|Basic                                                                    |                                     | $                       
|                                                                         |                                     |                         
|Diluted                                                                  |                                     | $                       
|                                                                         |                                     |                         
|Weighted average shares used in per share calculations:                  |                                     |                         
|Basic                                                                    |                                     |                         
|                                                                         |                                     |                         
|Diluted                                                                  |                                     |                         
|                                                                         |                                     |                         

The
accompanying notes are an integral part of these consolidated financial statements.

51

---





GSI TECHNOLOGY, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

|                                                                                               |  | Common Stock |  |   |    |  |   |        |   |   |      |  
|---------------------------------------------------------------------------------------------- |  | ------------ |  | - | -- |  | - | ------ | - | - | ---- | -
|
|
|
|Balance, March 31, 2005                                                                        |  | 6,128,350    |  | $ | 6  |  | $ | 6,322  |   | $ | (261 | )
|Issuance of common stock upon exercise of stock options                                        |  | 35,936       |  |   |   |  |   | 46     |   |   |     |  
|Amortization of deferred stock-based compensation                                              |  |             |  |   |   |  |   |       |   |   | 95   |  
|Net income and comprehensive income                                                            |  |             |  |   |   |  |   |       |   |   |     |  
|                                                                                               |  |              |  |   |    |  |   |        |   |   |      |  
|Balance, March 31, 2006                                                                        |  | 6,164,286    |  |   | 6  |  |   | 6,368  |   |   | (166 | )
|Issuance of common stock upon exercise of stock options                                        |  | 179,125      |  |   |   |  |   | 124    |   |   |     |  
|Reversal of deferred stock-based compensation upon adoption of SFAS 123(R)                     |  |             |  |   |   |  |   | (166   | ) |   | 166  |  
|Stock-based compensation expense                                                               |  |             |  |   |   |  |   | 1,216  |   |   |     |  
|Net income and comprehensive income                                                            |  |             |  |   |   |  |   |       |   |   |     |  
|                                                                                               |  |              |  |   |    |  |   |        |   |   |      |  
|Balance, March 31, 2007                                                                        |  | 6,343,411    |  |   | 6  |  |   | 7,542  |   |   |     |  
|Conversion of preferred stock to common stock upon effective date of initial public offering   |  | 15,120,168   |  |   | 15 |  |   | 8,992  |   |   |     |  
|Issuance of common stock upon effective date of initial public offering, net of issuance costs |  | 6,131,111    |  |   | 6  |  |   | 30,035 |   |   |     |  
|Issuance of common stock upon exercise of stock options                                        |  | 160,800      |  |   | 1  |  |   | 96     |   |   |     |  
|Stock-based compensation expense                                                               |  |             |  |   |   |  |   | 1,461  |   |   |     |  
|Windfall tax benefit from stock options exercised                                              |  |             |  |   |   |  |   | 13     |   |   |     |  
|Comprehensive income:                                                                          |  |              |  |   |    |  |   |        |   |   |      |  
|Net income                                                                                     |  |             |  |   |   |  |   |       |   |   |     |  
|Net unrealized gain on available-for-sale investments                                          |  |             |  |   |   |  |   |       |   |   |     |  
|                                                                                               |  |              |  |   |    |  |   |        |   |   |      |  
|Total comprehensive income                                                                     |  |             |  |   |   |  |   |       |   |   |     |  
|                                                                                               |  |              |  |   |    |  |   |        |   |   |      |  
|Balance, March 31, 2008                                                                        |  | 27,755,490   |  | $ | 28 |  | $ | 48,139 |   | $ |     |  
|                                                                                               |  |              |  |   |    |  |   |        |   |   |      |  

The accompanying notes are an integral part of these consolidated financial statements.

52

---



GSI TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)

GSI TECHNOLOGY, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                     |                                                                                             | Year Ended March 31,                   |                                                    
|---------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------- | ---------------------------------------------------
|
|
|Cash flows from operating activities:                |                                                                                             |                                        |                                                    
|                                                     | Net income                                                                                  |                                        | $                                                  
|                                                     | Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                        |                                                    
|                                                     | Allowance for sales returns and doubtful accounts                                           |                                        |                                                    
|                                                     | Provision for excess and obsolete inventories                                               |                                        |                                                    
|                                                     | Depreciation and amortization                                                               |                                        |                                                    
|                                                     | Stock-based compensation                                                                    |                                        |                                                    
|                                                     | Deferred income taxes                                                                       |                                        |                                                    
|                                                     | Amortization of bond premium on investments                                                 |                                        |                                                    
|                                                     | Changes in assets and liabilities:                                                          |                                        |                                                    
|                                                     |                                                                                             | Accounts receivable                    |                                                    
|                                                     |                                                                                             | Inventory                              |                                                    
|                                                     |                                                                                             | Prepaid expenses and other assets      |                                                    
|                                                     |                                                                                             | Accounts payable                       |                                                    
|                                                     |                                                                                             | Accrued expenses and other liabilities |                                                    
|                                                     |                                                                                             | Deferred revenue                       |                                                    
|                                                     |                                                                                             |                                        |                                                    
|                                                     |                                                                                             |                                        | Net cash provided by (used in) operating activities
|                                                     |                                                                                             |                                        |                                                    
|Cash flows from investing activities:                |                                                                                             |                                        |                                                    
|                                                     | Decrease in restricted cash                                                                 |                                        |                                                    
|                                                     | Purchase of short-term investments                                                          |                                        |                                                    
|                                                     | Sales and maturities of short-term investments                                              |                                        |                                                    
|                                                     | Purchase of long-term investments                                                           |                                        |                                                    
|                                                     | Purchases of property and equipment                                                         |                                        |                                                    
|                                                     |                                                                                             |                                        |                                                    
|                                                     |                                                                                             |                                        | Net cash used in investing activities              
|                                                     |                                                                                             |                                        |                                                    
|Cash flows from financing activities:                |                                                                                             |                                        |                                                    
|                                                     | Initial public offering costs paid during the year                                          |                                        |                                                    
|                                                     | Proceeds from initial public offering, net of underwriting discount                         |                                        |                                                    
|                                                     | Windfall tax benefits from stock options exercised                                          |                                        |                                                    
|                                                     | Proceeds from issuance of common stock upon option exercises                                |                                        |                                                    
|                                                     |                                                                                             |                                        |                                                    
|                                                     |                                                                                             |                                        | Net cash provided by (used in) financing activities
|                                                     |                                                                                             |                                        |                                                    
|Net increase (decrease) in cash and cash equivalents |                                                                                             |                                        | 11,624                                             
|Cash and cash equivalents at beginning of the year   |                                                                                             |                                        | 4,275                                              
|                                                     |                                                                                             |                                        |                                                    
|Cash and cash equivalents at end of the year         |                                                                                             | $                                      | 15,899                                             
|                                                     |                                                                                             |                                        |                                                    
|Non-cash financing activities:                       |                                                                                             |                                        |                                                    
|                                                     | Purchases of property and equipment through accounts payable and accruals                   |                                        | $                                                  
|                                                     | Conversion of preferred stock to common stock                                               |                                        | $                                                  
|Supplemental cash flow information:                  |                                                                                             |                                        |                                                    
|                                                     | Cash paid for income taxes                                                                  |                                        | $                                                  
|                                                     | Cash paid for interest                                                                      |                                        | $                                                  

The
accompanying notes are an integral part of these consolidated financial statements.

53

---





GSI TECHNOLOGY, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



GSI Technology, Inc. (the "Company") was incorporated in California in March 1995 and reincorporated in Delaware on June 9, 2004. The Company is a
provider of "Very Fast" SRAM products that are incorporated primarily in high-performance networking and telecommunications equipment, such as routers, switches, wide area network
infrastructure equipment, wireless base stations and network access equipment. In addition, the Company serves the ongoing needs of the military, industrial, test equipment and medical markets for
high-performance SRAMs.



The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of
America ("GAAP").



The consolidated financial statements include the accounts of the Company's two wholly-owned subsidiaries, GSI Technology Holdings, Inc. and GSI Technology
(BVI), Inc. All significant inter-company transactions and balances have been eliminated in consolidation.



The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant
estimates are inherent in the preparation of the consolidated financial statements and include revenue recognition, obsolete and excess inventory, the valuation allowance on deferred tax assets, the
valuation of equity instruments and stock-based compensation. Actual results could differ from those estimates.



The Company buys all of its wafers, an integral component of its products, from a single supplier and is also dependent on independent suppliers to assemble and
test its products. During the years ended March 31, 2008, 2007 and 2006, all of the Company's wafers were supplied by Taiwan Semiconductor Manufacturing Company Limited, or TSMC. If this
supplier fails to satisfy the Company's requirements on a timely basis at competitive prices, the Company could suffer manufacturing delays, a possible loss of revenues, or higher cost of revenues,
any of which could adversely affect operating results.

A
majority of the Company's net revenues come from sales to customers in the networking and telecommunications equipment industry. A decline in demand in this industry could have a
material adverse affect on the Company's operating results and financial condition.

Because
much of the manufacturing and testing of the Company's products is conducted in Taiwan, its business performance may be affected by changes in Taiwan's political, social and
economic environment. For example, any political instability resulting from the relationship among the United States, Taiwan and the People's Republic of China could damage the Company's
business. Moreover, the role of the Taiwanese government in the Taiwanese economy is significant. Taiwanese

54

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

policies
toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency exchange rates, taxes and other matters could change, resulting in greater
restrictions on the Company's and its suppliers' ability to do business and operate facilities in Taiwan. If any of these risks were to occur, the Company's business could be harmed.

Some
of the Company's suppliers and the Company's two principal operations are located near fault lines. In the event of a major earthquake or other natural disaster near the facilities
of any of these suppliers or the Company, the Company's business could be harmed.



The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectibility of
the resulting receivable is reasonably assured. Under these criteria, revenue from the sale of products is generally recognized upon shipment according to the Company's shipping terms, net of accruals
for estimated sales returns and allowances
based on historical experience. Sales to distributors are made under agreements allowing for returns or credits. Distributors have stock rotation, price protection and ship from stock pricing
adjustment rights and the Company therefore defers recognition of revenue on sales to distributors until products are resold by the distributor. The Company is unable to reasonably estimate the
inventory that could be returned pursuant to the stock rotation rights. In light of possible changes to sales prices resulting from price protection and price adjustment rights granted, we are unable
to reasonably estimate possible changes and the resulting sales price to the distributor is not fixed or determinable until the final sale to the end user. Sales to consignment warehouses, who
purchase products from the Company for use by contract manufacturers, are recorded upon delivery to the contract manufacturer.



Cash and cash equivalents include cash in demand accounts and highly liquid investments purchased with an original or remaining maturity of three months or less
at the date of purchase, stated at cost, which approximates their fair market value.



All of the Company's short-term investments are classified as available-for-sale. Available-for-sale
debt securities with maturities greater than twelve months are classified as long-term investments when they are not intended for use in current operations. Investments in
available-for-sale securities are reported at fair value with unrecognized gains (losses), net of tax, as a component of "Accumulated other comprehensive income" in the
Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when the declines are determined to be
other-than-temporary.



At March 31, 2007, restricted cash consisted of certificates of deposit totaling $1,000,000 held with a financial institution as collateral for the
Company's line of credit. During the year ended March 31, 2008, the line of credit was terminated and this cash is no longer restricted.

55

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, short-term
and long-term investments and accounts receivable. The Company places its cash primarily in checking, certificate of deposit, and money market accounts with reputable financial
institutions. The Company's accounts receivable are derived primarily from revenue earned from customers located in the U.S. and Asia. The Company performs ongoing credit evaluations of its customers'
financial condition and, generally, requires no collateral from its customers. The Company maintains an allowance for doubtful accounts receivable based upon the expected collectibility of accounts
receivable. There were no write offs in the years ended March 31, 2008, 2007 or 2006.

In
fiscal 2008, 2007 and 2006, sales to the Company's top 10 customers accounted for approximately 89%, 88% and 88% of net revenues, respectively. At March 31, 2008, five
customers accounted for 17%, 15%, 13%, 12% and 12% of accounts receivable, and for the year then ended, two customers accounted for 29% and 28% of net revenues. At March 31, 2007, five
customers accounted for 25%, 16%, 14%, 11% and 11% of accounts receivable, and for the year then ended, two customers accounted for 30% and 25% of net revenues. At March 31, 2006, three
customers accounted for 28%, 17% and 12% of accounts receivable, and for the year then ended, three customers accounted for 30%, 27% and 10% of net revenues.



Inventories are stated at the lower of cost or market value, cost being determined on a weighted average basis. Inventory write-down allowances are
established when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes. These allowances, once
recorded, result in a new cost basis for the related inventory. These allowances are also considered for excess inventory generally based on inventory levels in excess of 12 months of
forecasted demand, as estimated by management, for each specific product. The allowance is not reversed until the inventory is sold or disposed of.



Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as
presented below:

Software

3 to 5 yearsComputer and other and equipment

5 yearsFurniture and fixtures

7 years


Leasehold
improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining lease term of the respective
assets. Gains or losses on disposals of property and equipment are recorded within income from operations. Costs of repairs and maintenance are typically included as part of operating expenses unless
they are incurred in relation to major improvements to existing property and equipment, at which time they are capitalized.

56

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book
value may not be recoverable. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset an impairment
exists and the amount of the impairment loss, if any, will generally be measured as the difference between net book value of the assets and their
estimated fair values. There were no impairment losses recognized during the years ended March 31, 2008, 2007 and 2006.



Research and development expenses are related to new product designs, including, salaries, stock-based compensation, contractor fees, and allocation of corporate
costs and are charged to the statement of operations as incurred.



The Company accounts for income taxes under the liability method, whereby deferred tax assets and liabilities are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are
established when it is more likely than not that the deferred tax asset will not be realized.

FIN 48
prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has
taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). Under the Interpretation, the financial statements
will reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge of the position and all relevant facts, but without considering time values. The first
step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit,
including resolution of related appeals or litigation process, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate
settlement. The Company adopted this standard in the first quarter of fiscal 2008 and the impact of the adoption of FIN 48 is disclosed in Note 5.



The Company records costs related to shipping and handling in cost of revenues.



Advertising costs are charged to expense in the period incurred. Advertising expense was $11,000, $8,000 and $1,000 for the years ended March 31, 2008,
2007, and 2006, respectively.

57

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



The U.S. dollar is the functional currency for all of the Company's foreign operations. Foreign currency transaction gains and losses, resulting from transactions
denominated in currencies other than U.S. dollars are included in the statements of operations. These gains and losses have not been material for the years ended March 31, 2008, 2007 and 2006.



The Company operates in one segment for the design, development and sale of integrated circuits.



Prior to April 1, 2006, the Company accounted for employee stock options using the intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25,Accounting for Stock Issued to Employees("APB 25"), and Financial Accounting Standards Board ("FASB") Interpretation
No. 44,Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB No. 25,and had adopted the
disclosure-only provisions using the fair value method of SFAS No. 123,Accounting for Stock-Based Compensation("SFAS 123"), and SFAS No. 148,Accounting for Stock-Based CompensationTransition and Disclosure.In accordance with
APB 25, the Company
recognized compensation cost for options granted to the extent the exercise price was lower than the fair value of the underlying common stock on the date of grant. Prior to April 1, 2006, the
Company allocated stock-based compensation costs using the straight line method and recognized the effect of forfeitures when they occurred.

On
April 1, 2006, the Company adopted SFAS No. 123(R),Share-Based Payment("SFAS 123(R)"), using the modified
prospective transition method. Under this method, the Company's stock-based compensation costs recognized during the fiscal years ended March 31, 2008 and 2007 were comprised of compensation
costs for all share-based payment awards granted subsequent to April 1, 2006 and of compensation costs related to share-based payment awards that were unvested on April 1, 2006, based on
their grant-date fair value estimated using the Black-Scholes option pricing model. Prior periods were not restated. As stock-based compensation expense recognized in the statement of
operations for fiscal 2008 and 2007 is based on options ultimately expected to vest, it has been reduced by the amount of estimated forfeitures.

The
Company chose the straight-line method of allocating compensation cost over the requisite service period of the related award under SFAS 123(R). The Company
calculated the expected term based on the historical average period of time that options were outstanding as adjusted for expected changes in future exercise patterns, which, for options granted in
fiscal 2008 and 2007, resulted in an expected term of approximately four years. The Company based its estimate of expected volatility on the estimated volatility of similar entities
whose share prices are publicly available. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding to the expected life of
the options. The dividend yield is 0%, based on the fact that the Company has never paid dividends and has no present intention to pay dividends. Changes to these assumptions may have a significant
impact on the results of operations.

58

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In
November 2005, the FASB issued Staff Position No. FAS 123(R)-3,Transition Election Related to Accounting for the Tax Effects of Share-Based
Payment Awards("FSP 123R-3"). The Company has elected to adopt the alternative transition method provided in FSP 123R-3 for calculating the tax effects
of stock-based compensation under SFAS 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional
paid-in-capital pool ("APIC pool") related to the tax effects of stock-based compensation, and for determining the subsequent impact on the APIC pool and consolidated
statements of cash flows of the tax effects of stock-based compensation awards that are outstanding upon adoption of SFAS 123(R).

The
impact of adoption of SFAS 123(R) was to reduce income before tax by $1,216,000, net income by $1,165,000 and basic and diluted earnings per share by $0.19 and $0.05,
respectively, for fiscal 2007. SFAS 123(R) requires cash flows, if any, resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those options
(excess tax benefits) to be classified as financing
cash flows. Adoption of FAS No. 123(R) did not have an impact on operating and financing cash flows because the Company did not have any excess tax benefits in the period of adoption.

Prior
to the adoption of SFAS No. 123(R), the Company recognized forfeitures of unvested stock options as they occurred. Upon adoption of SFAS No. 123(R), the Company began
estimating future forfeitures and recognizing the effect of such forfeitures on the grant date of the awards. SFAS No. 123(R) requires a one-time cumulative adjustment at the
adoption date to record an estimate of future forfeitures on the unvested outstanding awards. Based on the Company's estimate of the impact of future forfeitures on the expense recognized for unvested
options at the date of adoption, such one-time cumulative adjustment was determined to be immaterial.



Comprehensive income is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners.
For the year ended March 31, 2008, comprehensive income was $6,789,000. For the years ended March 31, 2007 and 2006, net income equaled comprehensive income as there were no other
components of comprehensive income.



In December 2007, the FASB issued SFAS 141(R),Business Combinations("SFAS 141R"). SFAS 141R
replaces SFAS 141,Business Combinations("SFAS 141"). SFAS 141R retains the fundamental requirements in SFAS 141 that the
acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination.
SFAS 141R also establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and
(c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R will apply
prospectively to business combinations for which the acquisition date is on or after April 1, 2009, the beginning of the Company's next fiscal year. While the Company has not yet evaluated this
statement for the impact, if

59

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

any,
that SFAS 141R will have on its consolidated financial statements, the Company will be required to expense costs related to any acquisitions after March 31, 2009.

In
December 2007, the FASB issued SFAS 160,Noncontrolling Interests in Consolidated Financial Statements("SFAS 160").
SFAS 160 amends Accounting Research Bulletin 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.
The Company has not yet determined the impact, if any, that SFAS 160 will have on its consolidated financial statements. SFAS 160 is effective for the Company's fiscal year beginning
April 1, 2009.

In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities,which permits
entities to choose to measure eligible financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items
for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.
The Company is currently evaluating the effect that the adoption of SFAS 159 on April 1, 2008 will have on its consolidated financial position and results of operations.

In
September 2006, the FASB issued SFAS No. 157,Fair Value Measurements. SFAS No. 157 establishes a framework for measuring
fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this Statement relate to the definition of fair value, the methods
used to measure fair value, and the expanded disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-1 ("FSP
157-1"),Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement Under Statement 13. FSP 157-1 amends SFAS No. 157 to exclude from its scope SFAS No. 13 and other
pronouncements that address fair value measurements for purposes of lease classification or measurement. The scope exception does not apply to assets acquired and liabilities assumed in a business
combination that are required to be measured at fair value (including assets and liabilities not related to leases). In February 2008, the FASB issued Staff Position 157-2, Effective Date of FASB Statement
No. 157, (FSP 157-2) which delays the effective date of SFAS No. 157 for nonfinancial assets
and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company will be required to adopt the provisions of
SFAS No. 157 beginning with its fiscal quarter ending June 30, 2008. The Company is currently evaluating the impact of the adoption of SFAS No. 157 on April 1, 2008, but
the Company does not currently believe its adoption will have a material impact on it's consolidated financial position, results of operations or cash flows.

NOTE 2NET INCOME PER COMMON SHARE

The Company applies the provisions of EITF Issue No. 03-6,Participating Securities and the Two-Class
Method under FASB Statement 128("EITF No. 03-6"), which established standards regarding the computation of earnings per share by companies with
participating securities or multiple classes of common stock. The Company's Series A through E redeemable convertible preferred stock are

60

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2NET INCOME PER COMMON SHARE (Continued)

participating
securities due to their participation rights related to cash dividends declared by the Company as described in Note 8.

Basic
net income available to common stockholders per share is computed by dividing the net income available to common stockholders by the weighted-average common shares outstanding for
the year. The net income available to common stockholders is calculated by deducting dividends allocable to the Company's redeemable convertible preferred stock from net income to determine the net
income available to common stockholders.

Diluted
net income available to common stockholders per share is computed giving effect to all potentially dilutive common stock, including options and common stock subject to repurchase
using the treasury stock method, and all convertible securities using the if-converted method to the extent it is dilutive.

The
following table sets forth the computation of basic and diluted net income attributable to common stockholders per share:

|                                                                                    |  | Year Ended March 31, |       
|----------------------------------------------------------------------------------- |  | -------------------- | ------
|
|
|Numerators:                                                                         |  |                      |       
|Net income                                                                          |  | $                    | 6,773 
|Net income allocated to participating redeemable convertible preferred stockholders |  |                      | (5    
|                                                                                    |  |                      |       
|Net income available to common stockholdersBasic                                   |  | $                    | 6,768 
|Net income allocated to participating redeemable convertible preferred stockholders |  |                      | 5     
|                                                                                    |  |                      |       
|Net income available to common stockholdersDiluted                                 |  | $                    | 6,773 
|                                                                                    |  |                      |       
|Denominators:                                                                       |  |                      |       
|Weighted average sharesBasic                                                       |  |                      | 27,537
|Dilutive effect of employee stock options                                           |  |                      | 1,004 
|Dilutive effect of employee stock purchase plan options                             |  |                      | 1     
|Dilutive effect of redeemable convertible preferred shares                          |  |                      | 82    
|                                                                                    |  |                      |       
|Weighted average sharesDilutive                                                    |  |                      | 28,624
|                                                                                    |  |                      |       
|Net income per common shareBasic                                                   |  | $                    | 0.25  
|                                                                                    |  |                      |       
|Net income per common shareDiluted                                                 |  | $                    | 0.24  
|                                                                                    |  |                      |       

61

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2NET INCOME PER COMMON SHARE (Continued)

The
following outstanding redeemable convertible preferred stock and common stock options were excluded from the computation of diluted net income per share as they had an antidilutive
effect:

Year Ended March 31,2008

2007

2006(In thousands)Redeemable convertible preferred stock

1

120

120Stock options

2,554

610

8832,555

730

1,003


NOTE 3BALANCE SHEET DETAIL

The following table summarizes the Company's available-for-sale investments:

|                             |                                 | March 31, 2008
|---------------------------- | ------------------------------- | --------------
|
|
|Short-term investments       |                                 |               
|                             | Auction rate securities         |               
|                             | State and municipal obligations |               
|                             | Certificates of deposit         |               
|                             |                                 |               
|Total short-term investments |                                 | $             
|                             |                                 |               
|Long-term investments        |                                 |               
|                             | Auction rate securities         |               
|                             | State and municipal obligations |               
|                             |                                 |               
|Total long-term investments  |                                 | $             
|                             |                                 |               

|
|

|                             |                         | March 31, 2007
|---------------------------- | ----------------------- | --------------
|
|
|Short-term investments       |                         |               
|                             | Auction rate securities |               
|                             |                         |               
|Total short-term investments |                         | $             
|                             |                         |               

At
March 31, 2007, restricted cash consisted of certificates of deposit totaling $1,000,000 held with a financial institution as collateral for the Company's line of credit. On
May 9, 2007, the line of credit expired and was not renewed and this cash is no longer restricted.

There
were no long-term investments as of March 31, 2007. Investments are reported at fair value with unrealized gains and losses, net of related tax, as a component
of other comprehensive income (loss). There were no unrealized gains or losses in relation to short-term investments for the years

62

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3BALANCE SHEET DETAIL (Continued)

ended
March 31, 2007 and 2006 because of the frequent interest rate resetting nature of auction rate securities.

Auction
rate securities have a contractual maturity in excess of five years. Even though the stated maturity dates of auction rate securities may be one year or more beyond the balance
sheet date, the Company has classified all auction rate securities as short-term investments as of March 31, 2007. In accordance with Accounting Research Bulletin No. 43,
Chapter 3A,Working Capital-Current Assets and Current Liabilities, the Company viewed its available-for-sale portfolio
as available for use in its current operations. Based upon historical experience in the financial markets as well as the Company's specific experience with auction rate securities as of
March 31, 2007, the Company believed there was reasonable expectation of completing a successful auction in the next twelve month period. During its history of investing in these securities,
the Company was not unable to sell its holdings of these investments. Accordingly, the Company believed that the risk of non-redemption of these investments within a year was minimal as of
March 31, 2007.

As
of March 31, 2008, the carrying value of the Company's auction rate securities totaled $2.8 million, of which $1.8 million was classified as long-term
investments. The auction rate securities held by the Company are primarily backed by state and municipal obligations, are insured and rated by the major independent rating agencies as either AAA or
Aaa. Each of these auction rate securities had auctions that failed in February or March of 2008. These failures are not believed to be a credit issue, but rather caused by a lack of liquidity. The
$1.0 million security classified as a
short-term investment as of March 31, 2008 was called at par in April 2008 and the Company has received the entire par value amount. The remaining auction rate security has been
classified as a long-term investment as of March 31, 2008 due to lack of liquidity and as it is not to expected to be sold or redeemed within the next twelve months. In the event
the Company needs access to these funds, they are not expected to be accessible until one of the following occurs: a successful auction occurs, the issuer redeems the issue, a buyer is found outside
of the auction process or the security matures. As of March 31, 2008, the Company performed a discounted cash flow analysis based on variables that reflect the risks and nature of this
security, including a sensitivity analysis on the expected time to redemption given current market conditions, and determined that a temporary impairment in value of $112,000 existed as of
March 31, 2008 that was recorded in accumulated other comprehensive income. The Company has determined that no other-than-temporary impairment losses related to auction
rate securities existed as of March 31, 2008.

As
of March 31, 2008, contractual maturities of the Company's available-for-sale non-equity investments were as follows:

Cost

Fair
Value(In thousands)Maturing within one year

$
22,578

$
22,666Maturing in one to three years


13,727


13,767Maturing in more than three years


2,950


2,838$
39,255

$
39,271


Auction
rate securities have contractual maturities in excess of three years and are included in the table above under the caption "Maturing in more than three years". The consolidated
balance sheet

63

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3BALANCE SHEET DETAIL (Continued)

contains
$1.0 million of auction rate securities classified as short-term investments as of March 31, 2008 as discussed above.

March 31,2008

2007(In thousands)Inventories:Work-in-progress

$
5,521

$
14,009Finished goods


8,549


8,893Inventory at distributors


1,634


1,307$
15,704

$
24,209


|
|

March 31,2008

2007(In thousands)Accounts receivable, net:Accounts receivable

$
7,592

$
6,505Less: Allowances for sales returns, doubtful accounts and other


(116
)

(108
)$
7,476

$
6,397


|
|

March 31,2008

2007(In thousands)Prepaid expenses and other current assets:Prepaid tooling and masks

$
516

$
1,073Prepaid initial public offering costs





1,197Other prepaid expenses


1,291


935$
1,807

$
3,205Property and equipment, net:Computer and other equipment

$
9,428

$
8,078Software


3,288


2,353Furniture and fixtures


234


228Leasehold improvements


286


28613,236


10,945Less: Accumulated depreciation and amortization


(7,396
)

(6,200
)$
5,840

$
4,745


64

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3BALANCE SHEET DETAIL (Continued)

Depreciation
and amortization expense was $1,187,000 $836,000 and $893,000 for the years ended March 31, 2008, 2007 and 2006, respectively.

March 31,2008

2007(In thousands)Other Assets:Non-current deferred income taxes

$
869

$
901Deposits


122


94$
991

$
995


|
|

March 31,2008

2007(In thousands)Accrued expenses and other liabilities:Accrued compensation

$
567

$
373Accrued professional fees


125


100Accrued commissions


390


340Accrued royalties


48


20Accrued income taxes


2


227Accrued equipment and software costs


109


1,161Other accrued expenses


343


382$
1,584

$
2,603


NOTE 4RELATED PARTY TRANSACTIONS

HolyStone Enterprises Co. Ltd., its subsidiaries, and its Chief Executive Officer, together held approximately 11% of the outstanding shares of the
Company's common stock at March 31, 2007. Holystone's Chief Executive Officer was a director of the Company through August 28, 2007. HolyStone is no longer a related party after
August 28, 2007. The Company made sales of $2,782,000 and $1,200,000 to HolyStone Enterprises Co. Ltd. during the years ended March 31, 2007 and 2006, respectively. Sales
to HolyStone in fiscal 2008 from April 1, 2007 to August 28, 2007 were $347,000.

The
Company had a receivable balance of $1,155,000 from HolyStone Enterprises Co. Ltd. at March 31, 2007.

65

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5INCOME TAXES

The income tax expense (benefit) consists of the following:

Year Ended March 31,2008

2007

2006(In thousands)Current:U.S. federal

$
2,702

$
4,107

$
875Foreign


36


66


13State


(21
)

38


172,717


4,211


905Deferred:U.S. federal


(430
)

(132
)

(544
)State


218


172


(190
)(212
)

40


(734
)$
2,505

$
4,251

$
171


The
income tax expense (benefit) differs from the amount of income tax determined by applying the applicable U.S. statutory income tax rate to pre-tax income as
follows:

Year Ended March 31,2008

2007

2006(In thousands)U.S. Federal taxes at statutory rate

$
3,200

$
3,974

$
1,503State taxes, net of federal benefit


198


197


(109
)Stock-based compensation


367


367


32Tax credits


(16
)

(123
)

(228
)Release of tax reserve








(895
)Foreign tax rate differential


(592
)

(217
)

(80
)Tax exempt interest


(541
)

(6
)

Other


(111
)

59


(52
)$
2,505

$
4,251

$
171


The
income tax expense for the year ended March 31, 2006 reflects the release of $895,000 of tax reserves following the conclusion of an income tax audit by the Internal Revenue
Service.

66

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5INCOME TAXES (Continued)

Deferred
tax assets consist of the following:

March 31,2008

2007(In thousands)Deferred tax assets:Deferred revenue

$
1,009

$
775Tax credits


259


490Property and equipment


418


360Stock-based compensation


192


51Other reserves and accruals


319


309$
2,197

$
1,985


The
Company's federal and state research tax credit carryforwards for income tax purposes were approximately $0 and $390,000, respectively, as of March 31, 2008. State research
tax credits carryforward indefinitely.

U.S.
income taxes and withholding taxes have not been provided on a cumulative total of $3.1 million of undistributed earnings for certain non-U.S. subsidiaries. The
Company currently intends to reinvest these earnings in operations outside the U.S. No provision has been made for taxes that might be payable upon remittance of such earnings, nor is it practicable
to determine the amount of such potential liability.

Effective
April 1, 2007, the Company adopted the provisions of FIN 48,Accounting for Uncertainty in Income Taxesan interpretation of
FASB Statement No. 109. FIN 48 utilizes a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance
with the provisions of SFAS No. 109,Accounting for Income Taxes.

The
adoption of FIN 48 did not have a material effect on the Company's consolidated results of operations or financial position. The total amount of gross unrecognized tax
benefits as of the date of adoption was $303,000 of which $276,000, if recognized, would affect the Company's effective tax rate. The Company historically classified unrecognized tax benefits in
current taxes payable. As a result of adoption of FIN 48, $273,000 of unrecognized tax benefits were classified to long-term income taxes payable. Interest and penalties related to
uncertain tax positions accrued as of the date of adoption of FIN 48 were approximately $45,000. There is no current portion of the Company's unrecognized tax benefits at March 31, 2008.
The long-term portion at March 31, 2008 was $327,000, of which the timing of the resolution is uncertain. A reconciliation of unrecognized tax benefits is as follows:

(In thousands)Unrecognized tax benefits as of April 1, 2007

$
273Additions based on tax positions related to current year


114Settlements during the current year


(28
)Lapses during the current year applicable to statute of limitations


(32
)Unrecognized tax benefits, as of March 31, 2008

$
327


67

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5INCOME TAXES (Continued)

The
unrecognized tax benefit balance as of March 31, 2008 of $327,000 would affect the Company's effective tax rate if recognized.

Management
believes that there are no events that are expected to occur during the next twelve months that would cause a material change in unrecognized tax benefits.

The
Company's policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Consolidated Statements of Operations. This
policy did not change as a result of the implementation of FIN 48.

The
Company is subject to taxation in the U.S. and various state and foreign jurisdictions. Fiscal years 2004 through 2008 remain open to examination by the federal and most state tax
authorities.

NOTE 6BORROWINGS

At March 31, 2007, the Company had a line of credit with Mega International Commercial Bank Co., Ltd., which expired on May 9, 2007.
The line of credit was not renewed.

NOTE 7COMMITMENTS AND CONTINGENCIES



The Company leases office space and equipment under noncancelable operating leases with various expiration dates through August 2010. Rent expense for the
years ended March 31, 2008, 2007 and 2006 was $561,000, $525,000 and $537,000, respectively. The terms of the facility lease provide for rental payments on a graduated scale. The Company
recognizes rent expense on a straight-line basis over the lease period, and has accrued for rent expense incurred but not paid.

Future
minimum lease payments under noncancelable operating leases with remaining lease terms in excess of one year at March 31, 2008 are as follows:

Year Ending March 31,

Operating
Leases(In thousands)2009

$
6852010


5032011


1402012


Thereafter


Total

$
1,328




The Company has license agreements to pay royalties on the sale of products using the licensed technology. Royalty expense for the years ended March 31,
2008, 2007 and 2006 was $93,000, $121,000 and $141,000, respectively, and was included within cost of revenues.

68

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7COMMITMENTS AND CONTINGENCIES (Continued)



The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically,
these obligations arise in the context of contracts entered into by the Company, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of
representations and covenants related to such matters as title to assets sold and certain intellectual property rights. In each of these circumstances, payment by the Company is conditioned on the
other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party's claims. Further, the Company's
obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these
agreements.

It
is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company's obligations and the unique
facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements did not have a material effect on its business, financial condition,
cash flows or results of operations. The Company believes that if it were to incur a loss in any of these matters, such loss should not have a material effect on its business, financial condition,
cash flows or results of operations.



The Company warrants its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical
warranty claim experience and includes such costs in cost of revenues. Warranty costs were not significant for the years ended March 31, 2008, 2007 or 2006.



From time to time, the Company may be involved in litigation relating to claims arising out of day-to-day operations. See Note 13
for a description of certain pending litigation.

NOTE 8REDEEMABLE CONVERTIBLE PREFERRED STOCK

Redeemable convertible preferred stock at March 31, 2007 consisted of the following:

Shares
Issued and
Outstanding

Liquidation
Amount(In thousands, except
share data)Series A

4,350,000

$
870Series B

7,260,000


2,722Series C

253,500


254Series D

3,136,668


4,705Series E

120,000


45615,120,168

$
9,007


69

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8REDEEMABLE CONVERTIBLE PREFERRED STOCK (Continued)

On
April 3, 2007, all shares of redeemable convertible preferred stock were converted into common stock immediately prior to the closing of the initial public offering of the
Company's common stock.

NOTE 9COMMON STOCK

The Company's Certificate of Incorporation, as amended, authorizes the Company to issue 150,000,000 shares of $0.001 par value common stock. The Company's initial
public offering of common stock closed on April 3, 2007. The Company issued 6,131,111 shares of common stock at an initial public offering price of $5.50, for an aggregate offering price of
$33.7 million. Net proceeds to the Company after an underwriting discount of $2.4 million and offering expenses of $1.3 million were $30.0 million.

NOTE 10STOCK OPTION PLANS

In 1997, the Company adopted the 1997 Stock Plan (the "1997 Plan"). The 1997 Plan provides for the granting of stock options and stock purchase rights to
employees and consultants of the Company. Options granted under the 1997 Plan may be either incentive stock options ("ISOs") or nonstatutory stock options ("NSOs"). ISOs may be granted only to Company
employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. The Company has reserved 8,450,000 shares of common stock for issuance
under the 1997 Plan.

In
February 2001, the Company adopted the 2000 Stock Option Plan (the "2000 Plan"). The 2000 Plan provides for the granting of stock options and stock purchase rights to employees,
consultants and directors of the Company. Options granted under the 2000 Plan may be either ISOs or NSOs. In December 2006, the Company's board of directors authorized an additional 500,000 shares of
the Company's common stock to be reserved for issuance under the 2000 Plan. As of March 31, 2008, the Company had reserved 3,500,000 shares of common stock for issuance under the 2000 Plan.

In
February 2001, the Company elected to terminate the 1997 Plan. The termination of the 1997 Plan included the provisions that no further options shall be granted under the 1997 Plan.
However, the
outstanding options and the shares issued upon exercise of the options granted under the 1997 Plan shall continue to be governed by the terms and conditions of the 1997 Plan. All 2,748,298 shares not
granted as of the adoption of the 2000 Plan were cancelled.

Options
under both the 1997 and 2000 Plans may be granted for periods of up to ten years, however in the case of ISOs granted to an optionee who, at the time the option is granted, owns
stock representing more than 10% of the voting power of all classes of stock of the Company, the term of the option shall be 5 years from the date of grant. The exercise price of an ISO and NSO
shall not be less than 100% and 85% of the estimated fair value of the shares as determined by the board of directors on the date of grant, respectively, however the exercise price of an ISO and NSO
granted to a 10% or greater stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, respectively. To date, the initial options granted to each person
generally vest 25% on the first anniversary and subsequent anniversaries of the date of grant.

Stock
purchase rights under the 1997 and 2000 Plans may be granted to employees and consultants and gives the grantee the right to purchase common stock at a certain price within a
limited period of time. On exercise of a stock purchase right, the Company receives a right to repurchase the common stock at the original purchase price, which expires over a vesting period of
usually four years.

70

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10STOCK OPTION PLANS (Continued)

On April 7, 2004, the Company's board of directors authorized the adoption of the 2004 Equity Incentive Plan (the "2004 Plan"). The maximum aggregate
number of shares of stock that may be issued under the 2004 Plan was 3,000,000. This amount automatically increased on April 1, 2006 and each subsequent anniversary through 2014, by an amount
equal to the lesser of (a) five percent (5%) of the number of shares of stock issued and outstanding on the immediately preceding March 31, or (b) 1,500,000 shares. The 2004 Plan
provided for the grant of stock options, stock appreciation rights, performance awards and deferred compensation awards. Options granted under the 2004 Plan may be either ISOs, as defined under
Section 422 of the Internal Revenue Code of 1986, or NSOs. There was
no activity under the 2004 Plan in the year ended March 31, 2007. In December 2006, the Company's board of directors terminated the 2004 Plan.

On
April 7, 2004, the Company's board of directors authorized the adoption of the 2004 Employee Stock Purchase Plan (the "2004 Purchase Plan"). The maximum aggregate number of
shares of stock that may be issued under the Purchase Plan is 500,000. In addition, the 2004 Purchase Plan provided for an automatic annual increase in the number of shares available for issuance
under the plan on April 1 of each year beginning in 2006 and continuing through 2014 equal to the smallest of (1) one percent of our then outstanding shares of common stock on the
immediately preceding March 1, (2) 250,000 shares or (3) a number of shares as our board may determine. The 2004 Purchase Plan was intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986 with the purpose of providing employees with an opportunity to purchase the Company's common stock through accumulated
payroll deductions. There was no activity under the 2004 Purchase Plan in the year ended March 31, 2007. In December 2006, the Company's board of directors terminated the 2004 Purchase Plan.

In
January 2007, the Company's board of directors approved an equity incentive plan, (the "Equity Plan"), which was subsequently approved by the Company's stockholders in March 2007. A
total of 3,000,000 shares of common stock were authorized and reserved for issuance under the Equity Plan. This reserve will automatically increase on April 1, 2008 and each subsequent
anniversary through 2017, by an amount equal to the smaller of (a) five percent (5%) of the number of shares of stock issued and outstanding on the immediately preceding March 31, or
(b) a lesser amount determined by the board of directors. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the Equity Plan and in
outstanding awards to prevent dilution or enlargement of participants' rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are
cancelled or forfeited will again become available for issuance under the Equity Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax
withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares
will be deducted from the shares available under the Equity Plan. All 535,597 shares not granted under the 2000 Plan were cancelled upon adoption of the Equity Plan in March 2007 by the Company's
stockholders.

Awards
may be granted under the Equity Plan to the Company's employees, including officers, directors, or consultants or those of any present or future parent or subsidiary corporation
or other affiliated entity. While the Company may grant incentive stock options only to employees, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock
purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock-based awards to any eligible participant.
Non-employee director awards will be granted only to

71

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10STOCK OPTION PLANS (Continued)

members
of the Company's board of directors who, at the time of grant, are not employees. Deferred compensation awards may be granted only to officers, directors and selected members of management or
highly compensated employees.

Only
members of the board of directors who are not employees at the time of grant are eligible to participate in the nonemployee director awards component of the Equity Plan. The board
or the compensation committee shall set the amount and type of nonemployee director awards to be awarded on a periodic, non-discriminatory basis. Nonemployee director awards may be granted
in the form of nonstatutory stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards. Subject to adjustment for changes in our capital structure, no
nonemployee director may be awarded, in any fiscal year, one or more nonemployee director awards for more than 2,000 shares. However, the annual limit may be increased by the following additions:
(i) an additional 10,000 shares in the fiscal year in which the nonemployee director is first appointed or elected to the board, (ii) an additional 2,000 shares in any fiscal year in
which the nonemployee director is serving as the chairman or lead director of the board, (iii) an additional 1,000 shares in any fiscal year for each committee of the board on which the
nonemployee director is then serving other than as chairman of the committee, and (iv) an additional 2,000 shares in any fiscal year for each committee of the board on which the nonemployee
director is then serving as chairman of the committee.

In
the event of a change in control as described in the Equity Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the Equity Plan or
substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or exercised or settled prior to the change in control will terminate
effective as of the time of the change in control. The administrator may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines,
except that the vesting of all nonemployee director awards will automatically be accelerated in full. The Equity Plan also authorizes the administrator, in its discretion and without the consent of
any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each vested share subject to the
cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the
award.

In
January 2007, the board of directors approved the 2007 Employee Stock Purchase Plan (the "2007 Purchase Plan") which was subsequently approved by the Company's stockholders in March
2007. A total of 500,000 shares of the Company's common stock was authorized and reserved for sale under the 2007 Purchase Plan. In addition, the 2007 Purchase Plan provides for an automatic annual
increase in the number of shares available for issuance under the plan on April 1 of each year beginning in 2008 and continuing through and including April 1, 2017 equal to the lesser of
(1) one percent (1%) of our then issued and outstanding shares of common stock on the immediately preceding March 31, (2) 250,000 shares or (3) a number of shares as the
board of directors may determine. Appropriate adjustments will be made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants' rights
in the event of a stock split or other change in our capital structure. Shares subject to purchase rights which expire or are canceled will again become available for issuance under the 2007 Purchase
Plan.

The
Company's employees and employees of any parent or subsidiary corporation designated by the administrator will be eligible to participate in the 2007 Purchase Plan if they are
customarily

72

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10STOCK OPTION PLANS (Continued)

employed
by us for more than 20 hours per week and more than 5 months in any calendar year. However, an employee may not be granted a right to purchase stock under the 2007 Purchase Plan
if: (1) the employee immediately after such grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock or of any parent or
subsidiary corporation, or (2) the employee's rights to purchase stock under all of our employee stock purchase plans would accrue at a rate that exceeds $25,000 in value for each calendar year
of participation in such plans.

The
2007 Purchase Plan is designed to be implemented through a series of sequential offering periods, generally six (6) months in duration beginning on the first trading day on or
after May 1 and November 1 of each year. The administrator is authorized to establish additional or alternative sequential or overlapping offering periods and offering periods having a
different duration or different starting or ending dates, provided that no offering period may have a duration exceeding 27 months.

Amounts
accumulated for each participant under the 2007 Purchase Plan are used to purchase shares of the Company's common stock at the end of each offering period at a price generally
equal to 85% of the lower of the fair market value of our common stock at the beginning of an offering period or at the end of the offering period. Prior to commencement of an offering period, the
administrator is authorized to reduce, but not increase, this purchase price discount for that offering period, or, under circumstances described in the 2007 Purchase Plan, during that offering
period. The maximum number of shares a participant may purchase in any six-month offering period is the lesser of (i) that number of shares determined by multiplying
(x) 1,000 shares by (y) the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole share or (ii) that number of whole
shares determined by dividing (x) the product of $2,083.33 and the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole dollar by
(y) the fair market value of a share of our common stock at the beginning of the offering period. Prior to the beginning of any offering period, the administrator may alter the maximum number
of shares that may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If
insufficient shares remain available under the plan to permit all participants to purchase the number of shares to which they would otherwise be entitled, the administrator will make a pro rata
allocation of the available shares. Any amounts withheld from participants' compensation in excess of the amounts used to purchase shares will be refunded, without interest.

In
the event of a change in control, an acquiring or successor corporation may assume our rights and obligations under the 2007 Purchase Plan. If the acquiring or successor corporation
does not assume such rights and obligations, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control.

73

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10STOCK OPTION PLANS (Continued)

The
following table summarizes stock option activities:

|                                    |                  | Shares
Available
for Grant |            | Number of
Options
Outstanding |           | Weighted
Average
Remaining
Contractual
Life (Years) |  | Weighted
Average
Exercise
Price |      | Intrinsic
Value
|----------------------------------- | ---------------- | -------------------------- | ---------- | ----------------------------- | --------- | --------------------------------------------------- |  | ------------------------------- | ---- | ---------------
|Balance at March 31, 2005           |                  | 4,070,164                  |            | 3,506,113                     |           |                                                     |  | $                               | 2.70 |                
|                                    | Granted          |                            | (130,400   | )                             | 130,400   |                                                     |  |                                 |      | 4.50           
|                                    | Exercised        |                            |           |                               | (35,936   | )                                                   |  |                                 |      | 1.27           
|                                    | Forfeited        |                            | 84,414     |                               | (97,614   | )                                                   |  |                                 |      | 3.43           
|                                    |                  |                            |            |                               |           |                                                     |  |                                 |      |                
|Balance at March 31, 2006           |                  | 4,024,178                  |            | 3,502,963                     |           |                                                     |  |                                 | 2.76 |                
|                                    | Options reserved |                            | 3,500,000  |                               |          |                                                     |  |                                 |      |               
|                                    | Plans terminated |                            | (3,535,597 | )                             |          |                                                     |  |                                 |      |               
|                                    | Granted          |                            | (1,204,169 | )                             | 1,204,169 |                                                     |  |                                 |      | 5.57           
|                                    | Exercised        |                            |           |                               | (179,125  | )                                                   |  |                                 |      | 0.69           
|                                    | Forfeited        |                            | 215,588    |                               | (215,588  | )                                                   |  |                                 |      | 3.97           
|                                    |                  |                            |            |                               |           |                                                     |  |                                 |      |                
|Balance at March 31, 2007           |                  | 3,000,000                  |            | 4,312,419                     |           |                                                     |  |                                 | 3.57 |                
|                                    | Granted          |                            | (444,216   | )                             | 444,216   |                                                     |  |                                 |      | 3.47           
|                                    | Exercised        |                            |           |                               | (160,800  | )                                                   |  |                                 |      | 0.60           
|                                    | Forfeited        |                            | 3,680      |                               | (99,415   | )                                                   |  |                                 |      | 3.51           
|                                    |                  |                            |            |                               |           |                                                     |  |                                 |      |                
|Balance at March 31, 2008           |                  | 2,559,464                  |            | 4,496,420                     |           |                                                     |  | $                               | 3.67 |                
|                                    |                  |                            |            |                               |           |                                                     |  |                                 |      |                
|Options vested and exercisable      |                  |                            |            | 3,209,783                     |           | 4.03                                                |  | $                               | 3.21 |                
|                                    |                  |                            |            |                               |           |                                                     |  |                                 |      |                
|Options vested and expected to vest |                  |                            |            | 4,408,002                     |           | 5.32                                                |  | $                               | 3.65 |                
|                                    |                  |                            |            |                               |           |                                                     |  |                                 |      |                

The
options outstanding and by exercise price at March 31, 2008 are as follows:

|             |  |           |  | Options Outstanding |      | Options Exercisable
|------------ |  | --------- |  | ------------------- | ---- | -------------------
|
|$0.15        |  | 340,500   |  | $                   | 0.15 |                    
|$2.00        |  | 738,252   |  | $                   | 2.00 |                    
|$2.10        |  | 678,717   |  | $                   | 2.10 |                    
|$2.49 - 3.80 |  | 490,464   |  | $                   | 3.31 |                    
|$4.00 - 4.70 |  | 377,098   |  | $                   | 4.23 |                    
|$5.40        |  | 666,380   |  | $                   | 5.40 |                    
|$5.50        |  | 995,809   |  | $                   | 5.50 |                    
|$5.75        |  | 155,200   |  | $                   | 5.75 |                    
|$6.00        |  | 20,000    |  | $                   | 6.00 |                    
|$6.70        |  | 34,000    |  | $                   | 6.70 |                    
|             |  |           |  |                     |      |                    
|             |  | 4,496,420 |  |                     |      |                    
|             |  |           |  |                     |      |                    

74

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10STOCK OPTION PLANS (Continued)



The Company recognized $1,461, 000, $1,216,000 and $95,000 of stock-based compensation expense for the years ended March 31, 2008, 2007 and 2006,
respectively, as follows:

Year Ended March 31,2008

2007

2006(In thousands)Cost of revenues

$
294

$
227

$
13Research and development


469


515


70Selling, general and administrative


698


474


12Total

$
1,461

$
1,216

$
95


Stock
based compensation expense in the year ended March 31, 2008 includes $8,000 related to the Company's Employee Stock Purchase Plan.

The
Company recognized related income tax benefits of $141,000, $51,000 and $0 in the years ended March 31, 2008, 2007 and 2006, respectively. Windfall tax benefits realized from
exercised stock options were $13,000 and $0 during the fiscal years ended March 31, 2008 and 2007, respectively. Compensation cost capitalized within inventory at March 31, 2008 was
insignificant. As of March 31, 2008, the Company's total unrecognized compensation cost was $1.8 million, which will be recognized over the weighted average period of 1.64 years.
The Company calculated the fair value of stock based awards in the periods presented using the Black-Scholes option pricing model and the following weighted average assumptions:

Year Ended March 31,Stock Option Plans:

2008

2007

2006Risk-free interest rate

2.54 - 4.76
%
4.63 - 4.86
%
3.99
%Expected life (in years)

4.00

4.00

4.00Volatility

40.3 - 43.8
%
56 - 71
%
73
%Dividend yield

0
%
0
%
0
%ESPP:Risk-free interest rate

2.27
%


Expected life (in years)

0.28



Volatility

74.2
%


Dividend yield

0
%





The
weighted average fair value of options granted during the years ended March 31, 2008, 2007 and 2006 was $1.32, $3.08 and $2.57, respectively.

Had
compensation cost for the Company's stock-based compensation plans been determined based on the fair value at the grant dates for the awards under a method prescribed by
SFAS 123 and

75

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10STOCK OPTION PLANS (Continued)

amended
by SFAS 148 prior to the adoption of SFAS 123(R), the Company's pro forma net income (loss) would have been as follows:

Year Ended
March 31, 2006(In thousands, except
per share amounts)Net income, as reported

$
4,249Add: Stock-based employee compensation expense included in reported net income, net of related tax effects


95Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects


(675
)Pro forma net income

$
3,669Basic net income per share available to common stockholders:As reported

$
0.54Pro forma

$
0.45Diluted net income per share available to common stockholders:As reported

$
0.19Pro forma

$
0.16


NOTE 11SEGMENT AND GEOGRAPHIC INFORMATION

The Company has adopted Statement of Financial Accounting Standards No. 131,Disclosure about Segments of an Enterprise and Related
Information. Based on its operating management and financial reporting structure, the Company has determined that it has one reportable business segment: the design,
development and sale of integrated circuits.

The
following is a summary of net revenue by geographic area based on the location to which product is shipped:

Year Ended March 31,2008

2007

2006(In thousands)United States

$
24,960

$
29,730

$
22,299China


7,841


5,885


5,632Malaysia


9,980


10,579


9,305Rest of the world


10,389


11,965


5,905$
53,170

$
58,159

$
43,141


All
sales are denominated in United States dollars.

76

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11SEGMENT AND GEOGRAPHIC INFORMATION (Continued)

The
locations and net book value of long-lived assets are as follows:

March 31,2008

2007(In thousands)United States

$
3,945

$
2,597Taiwan


1,895


2,148$
5,840

$
4,745


NOTE 12EMPLOYEE BENEFIT PLAN

The Company provides a defined contribution retirement plan (the "Retirement Plan"), which qualifies under Section 408(k) of the Internal Revenue Code of
1996. The Retirement Plan covers essentially all United States employees. Eligible employees may make contributions to the Retirement Plan up to 15% of their annual compensation, but no greater than
the annual IRS limitation for any plan year. The Retirement Plan does not provide for Company contributions.

NOTE 13PENDING LITIGATION

On October 23, 2006, the Company was served with a civil antitrust complaint filed by Reclaim Center, Inc. and other plaintiffs in the United States
District Court for the Northern District of California against the Company and a number of other semiconductor companies. The complaint was filed on behalf of a purported class of indirect purchasers
of SRAM products throughout the United States. The complaint alleges that the defendants conspired to raise the price of SRAM in violation of Section 1 of the Sherman Act, the California
Cartwright Act, and several other state antitrust, unfair competition and consumer protection statutes. Shortly thereafter, a number of similar complaints were filed by other plaintiffs in various
jurisdictions on behalf of purported classes of both direct and indirect purchasers. The Company was served in some but not all of these subsequent actions. Many of these cases have been transferred
by the Judicial Panel on Multidistrict Litigation to the Northern District of California. The Company has also been named in similar class action lawsuits in the Superior Court of Ontario, Canada and
the Supreme Court of British Columbia, Canada. On July 23, 2007, the Company entered into agreements with the lead plaintiffs for the direct and indirect classes in the U.S. cases under which
the Company was voluntarily dismissed from the litigation in exchange for a tolling of the statute of limitations. The plaintiffs have the right to terminate the tolling agreement and reassert their
claims against the Company in the future. On April 28, 2008, the Company entered into a similar tolling agreement with the plaintiffs in the lawsuits in Canada. The Company believes that it has
meritorious defenses to the allegations in the complaints and, if the plaintiffs reassert their claims, the Company intends to defend the lawsuits vigorously. However, antitrust litigation is
particularly complex and can extend for a protracted time which can substantially increase
the cost of such litigation. If these lawsuits were to be reinstated, their defense would also be expected to divert the efforts and attention of some of the Company's key management and technical
personnel. As a result, if this litigation were to be reinstated, the Company's defense, regardless of its eventual outcome, would likely be costly and time consuming. Should the outcome of the
litigation be adverse to the Company, it could be required to pay significant monetary damages which could adversely affect the Company's business, financial condition, operating results or cash
flows.

77

---



GSI TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14QUARTERLY FINANCIAL DATA (Unaudited)

|                                           |  | Three Months Ended
|------------------------------------------ |  | ------------------
|
|
|Consolidated Statement of Operations Data: |  |                   
|Net revenues                               |  | $                 
|Gross profit                               |  | $                 
|Net income                                 |  | $                 
|Net income per common shareBasic          |  | $                 
|Net income per common shareDiluted        |  | $                 

|
|

|                                    |  | Three Months Ended
|----------------------------------- |  | ------------------
|
|
|Net revenues                        |  | $                 
|Gross profit                        |  | $                 
|Net income                          |  | $                 
|Net income per common shareBasic   |  | $                 
|Net income per common shareDiluted |  | $                 

78

---





Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T).Controls and Procedures

Management's Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of March 31, 2008, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has concluded that our
disclosure controls and procedures were effective as of the end of the period covered by this report for the purpose of ensuring that the information required to be disclosed by us in this report is
made known to them by others on a timely basis, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in order
to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized, and reported by us within the time periods specified in the SEC's rules and
instructions for Form 10-K.

Changes in Internal Control over Financial Reporting

We are currently in the process of implementing a new Enterprise Resource Planning ("ERP") system for our world-wide operations. The implementation of
the new ERP system is being conducted on a phased basis, and our current plans call for the system to be fully implemented by the end of the first fiscal quarter of fiscal 2009. During the year ended
March 31, 2008, we completed the transition of certain processes related to our internal reporting to the new system. Other than changes in certain processes related to the implementation of
our new ERP system, there were no changes in our internal control over financial reporting that occurred during the three month period ended March 31, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

Our
management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all
error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any within GSI Technology, have been detected.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to
financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

We
assessed the effectiveness of our internal control over financial reporting as of March 31, 2008. In making this assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") inInternal ControlIntegrated Framework. Based on our assessment using those
criteria, our management (including our Chief Executive Officer and Chief

79

---



Financial
Officer) concluded that our internal control over financial reporting was effective as of March 31, 2008.

This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over
financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management's report in this Annual Report on Form 10-K.

Item 9B.Other Information

None.

80

---





PART III

The SEC allows us to include information required in this report by referring to other documents or reports we have already filed or will soon be filing. This is
called "incorporation by reference." We intend to file our definitive proxy statement for our 2008 annual meeting of stockholders (the "Proxy Statement") pursuant to Regulation 14A not later
than 120 days after the end of the fiscal year covered by this report, and certain information therein is incorporated in this report by reference.

Item 10.Directors, Executive Officers and Corporate Governance

The information required by this item with respect to executive officers is set forth in Part I of this Annual Report on Form 10-K and
the remaining information required by this item is incorporated by reference from the sections entitled "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," and
"Corporate Governance" to be included in the Proxy Statement.

Item 11.Executive Compensation

The information required by this item is incorporated by reference from the section entitled "Executive Compensation" to be included in the Proxy Statement.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference from the section entitled "Principal Stockholders and Stock Ownership by Management" to be
included in the Proxy Statement.

Item 13.Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference from the section entitled "Related Person Transactions" and "Corporate
GovernanceDirector Independence" to be included in the Proxy Statement for its 2008 annual stockholders' meeting.

Item 14.Principal Accounting Fees and Services

The information required by this item is incorporated by reference from the section entitled "Ratification of Appointment of Independent Auditors" to be included
in the Proxy Statement.

81

---



PART IV

Item 15.Exhibits and Financial Statement Schedules



|                                                        |  | Page
|------------------------------------------------------- |  | ----
|Report of Independent Registered Public Accounting Firm |  | 49  
|Consolidated Balance Sheets                             |  | 50  
|Consolidated Statements of Operations                   |  | 51  
|Consolidated Statements of Stockholders' Equity         |  | 52  
|Consolidated Statements of Cash Flows                   |  | 53  
|Notes to Consolidated Financial Statements              |  | 54  



Schedule IIValuation and Qualifying Accounts

Schedules
not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes
herein.



The following exhibits are filed herewith:

|Exhibit Number |  | Name of Document                                                                                                                                                                                                                                           
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Restated Certificate of Incorporation of Registrant (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on February 16,
2007)                                        
|3.2            |  | Bylaws of Registrant (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on February 16, 2007)                                                                       
|10.1           |  | Form of Indemnification Agreement between Registrant and Registrant's directors and officers (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on
January 10, 2007)
|10.2*          |  | 1997 Stock Plan and form of Stock Option Agreement (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on February 16, 2007)                                         
|10.3*          |  | 2000 Stock Option Plan and form of Stock Option Agreement (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on February 16, 2007)                                  
|10.4*          |  | 2007 Equity Incentive Plan (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on March 12, 2007)                                                                    
|10.5*          |  | 2007 Employee Stock Purchase Plan and form of Subscription Agreement (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on February 16,
2007)                       

82

---



|10.6   |  | Building Office Lease for 2360 Owen Street, Santa Clara, California 95054, as amended (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on
January 10, 2007)
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7   |  | Building Office Lease for No. 1, 6th Floor, 30 Taiyuan Street, Chupei City, Taiwan (Incorporated by reference to identically-numbered exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-139885) filed on
February 16, 2007)  
|10.8*  |  | Form of Notice of Grant of Stock Option (U.S. Participant) (Incorporated by reference to Exhibit 99.1 to Registrant's Current Report on Form 8-K filed on June 4, 2007)                                                                             
|10.9*  |  | Form of Notice of Grant of Stock Option (Non-U.S. Participant) (Incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K filed on June 4, 2007)                                                                         
|10.10* |  | Form of Stock Option Agreement (U.S. Participant) (Incorporated by reference to Exhibit 99.3 to Registrant's Current Report on Form 8-K filed on June 4, 2007)                                                                                      
|10.11* |  | Form of Stock Option Agreement (Non-U.S. Participant) (Incorporated by reference to Exhibit 99.4 to Registrant's Current Report on Form 8-K filed on June 4, 2007)                                                                                  
|10.12* |  | GSI Technology, Inc. 2009 Variable Compensation Plan (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on June 13, 2008)                                                                                  
|21.1   |  | List of Subsidiaries                                                                                                                                                                                                                                
|23.1   |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                            
|31.1   |  | Certification of Lee-Lean Shu, President, Chief Executive Officer, and Director, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                         
|31.2   |  | Certification of Douglas Schirle, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                               
|32.1   |  | Certification of Lee-Lean Shu, President, Chief Executive Officer, and Director, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                         
|32.2   |  | Certification of Douglas Schirle, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                               

---

83

---





SIGNATURES

Pursuant to the requirements of Section 13 or 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.

|Date: June 17, 2008 |  | GSI TECHNOLOGY, INC.
|------------------- |  | --------------------
|                    |  | By:                 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lee-Lean Shu and Robert Yau, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on
Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|Name                                    |  | Title                                                                         |  | Date         
|--------------------------------------- |  | ----------------------------------------------------------------------------- |  | -------------
|                                        |  |                                                                               |  |              
|/s/LEE-LEAN SHULee-Lean Shu             |  | President, Chief Executive Officer and Chairman (Principal Executive Officer) |  | June 17, 2008
|/s/DOUGLAS M. SCHIRLEDouglas M. Schirle |  | Chief Financial Officer (Principal Financial and Accounting Officer)          |  | June 17, 2008
|/s/ROBERT YAURobert Yau                 |  | Vice President, Engineering, Secretary and Director                           |  | June 17, 2008
|/s/HSIANG-WEN CHENHsiang-Wen Chen       |  | Director                                                                      |  | June 17, 2008
|/s/RUEY L. LURuey L. Lu                 |  | Director                                                                      |  | June 17, 2008
|/s/ARTHUR O. WHIPPLEArthur O. Whipple   |  | Director                                                                      |  | June 17, 2008

84

---





SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS

|Description               |                                                          | Balance at
Beginning of
Period |   | Charges to Cost
and Expenses |  | Deductions |     | Balance at End
of Period
|------------------------- | -------------------------------------------------------- | ------------------------------ | - | ---------------------------- |  | ---------- | --- | ------------------------
|
|Year ended March 31, 2008 |                                                          |                                |   |                              |  |            |     |                         
|                          | Allowance for sales returns, doubtful accounts and other |                                | $ | 108                          |  | $          | 249 |                         
|Year ended March 31, 2007 |                                                          |                                |   |                              |  |            |     |                         
|                          | Allowance for sales returns, doubtful accounts and other |                                | $ | 213                          |  | $          | 101 |                         
|Year ended March 31, 2006 |                                                          |                                |   |                              |  |            |     |                         
|                          | Allowance for sales returns, doubtful accounts and other |                                | $ | 150                          |  | $          | 276 |                         

85

---



QuickLinks