UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Mark One)

|[X]  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|---- | ----------------------------------------------------------------------------------------
|     |                                                                                         
|     | For the quarterly period ended January 31, 2015                                         
|     |                                                                                         
|     | or                                                                                      
|     |                                                                                         
|[  ] | 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: 1-8266





|DATARAM CORPORATION                                                               
|----------------------------------------------------------------------------------
|(Exact name of registrant as specified in its charter)                            
|                                                                                  
|New Jersey                                                                        
|(State or other jurisdiction of                                                   
|incorporation or organization)                                                    
|                                                                                  
|P.O. Box 7528, Princeton, NJ                                                      
|(Address of principal executive offices)                                          
|                                                                                  
|(609) 799-0071                                                                    
|(Registrant's telephone number, including area code)                              
|                                                                                  
|                                                                                  
|(Former name, former address and former fiscal year, if changed since last report)



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. [X] Yes [ ] No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and

post such files). [X] Yes [ ] No



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definitions of “accelerated filer and
large accelerated filer” in Rule 12b of the Exchange Act. (Check One):



Large accelerated filer [ ]   Accelerated
filer [ ]   Non-accelerated filer [ ]   Smaller reporting company [X]



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



Indicate the number of shares outstanding of
each of the issuer's classes of common stock, as of the latest practicable date. Common Stock ($1.00 par value): As of March 20,
2015, there were 2,726,012 shares outstanding.









PART I: FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS.



Dataram Corporation

Consolidated Balance Sheets

January 31, 2015 and April 30, 2014



|                                                                                                                                            |  | January 31, 2015 |             | April 30, 2014
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | --------------
|                                                                                                                                            |  | (Unaudited)      |             | (Note 1)      
|Assets                                                                                                                                      |  |                  |             |               
|Current assets:                                                                                                                             |  |                  |             |               
|Cash and cash equivalents                                                                                                                   |  | $                | 446,145     |               
|Accounts receivable, less allowance for doubtful accounts and sales returns of $140,000 
at January 31, 2015 and $220,000 at April 30, 2014 |  |                  | 2,865,373   |               
|Inventories                                                                                                                                 |  |                  | 2,268,166   |               
|Other current assets                                                                                                                        |  |                  | 206,862     |               
|Total current assets                                                                                                                        |  |                  | 5,786,546   |               
|                                                                                                                                            |  |                  |             |               
|Property and equipment, at cost:                                                                                                            |  |                  |             |               
|Machinery and equipment                                                                                                                     |  |                  | 479,961     |               
|Leasehold improvements                                                                                                                      |  |                  | 607,867     |               
|                                                                                                                                            |  |                  | 1,087,828   |               
|Less: accumulated depreciation and amortization                                                                                             |  |                  | 927,025     |               
|Net property and equipment                                                                                                                  |  |                  | 160,803     |               
|                                                                                                                                            |  |                  |             |               
|Other assets                                                                                                                                |  |                  | 49,210      |               
|Capitalized software development costs                                                                                                      |  |                  | 365,424     |               
|Goodwill                                                                                                                                    |  |                  | 1,083,555   |               
|                                                                                                                                            |  | $                | 7,445,538   |               
|Liabilities and Stockholders' Equity                                                                                                        |  |                  |             |               
|Current liabilities:                                                                                                                        |  |                  |             |               
|Note payable-revolving credit line                                                                                                          |  | $                | 2,461,310   |               
|Accounts payable                                                                                                                            |  |                  | 1,274,190   |               
|Accrued liabilities                                                                                                                         |  |                  | 251,565     |               
|Convertible notes payable, net of discount                                                                                                  |  |                  | 600,000     |               
|Convertible notes payable related parties, net of discount                                                                                  |  |                  | 150,000     |               
|Total current liabilities                                                                                                                   |  |                  | 4,737,065   |               
|                                                                                                                                            |  |                  |             |               
|Other liabilities related party                                                                                                             |  |                  | 197,079     |               
|Total liabilities                                                                                                                           |  |                  | 4,934,144   |               
|                                                                                                                                            |  |                  |             |               
|Stockholders' equity:                                                                                                                       |  |                  |             |               
|Preferred Stock, 600,000 shares outstanding at January 31, 2015                                                                             |  |                  | 1,776,903   |               
|Common stock, par value $1.00 per share.                                                                                                    |  |                  |             |               
|Authorized 54,000,000 shares; issued and outstanding
    2,593,012 at January 31, 2015 and 2,410,512 at April 30, 2014                      |  |                  | 2,593,012   |               
|Additional paid-in capital                                                                                                                  |  |                  | 21,678,078  |               
|Shares to be issued                                                                                                                         |  |                  | 60,000      |               
|Accumulated deficit                                                                                                                         |  |                  | (23,596,599 | )             
|Total stockholders' equity                                                                                                                  |  |                  | 2,511,394   |               
|                                                                                                                                            |  | $                | 7,445,538   |               

See accompanying notes to consolidated financial
statements.

1





Dataram Corporation

Consolidated Statements of Operations

Three and Nine Months Ended January 31, 2015
and 2014

(Unaudited)



|                                          |  | 2015         |            | 2014       
|----------------------------------------- |  | ------------ | ---------- | -----------
|                                          |  | Three Months |            | Nine Months
|                                          |  |              |            |            
|Revenues                                  |  | $            | 8,050,557  |            
|                                          |  |              |            |            
|Costs and expenses:                       |  |              |            |            
|Cost of sales                             |  |              | 6,845,904  |            
|Engineering                               |  |              | 257,827    |            
|Selling, general and administrative       |  |              | 1,537,144  |            
|Gain on asset disposal                    |  |              | —          |            
|                                          |  |              | 8,640,875  |            
|                                          |  |              |            |            
|Loss from operations                      |  |              | (590,318   | )          
|                                          |  |              |            |            
|Other income (expense):                   |  |              |            |            
|Interest expense, net                     |  |              | (67,550    | )          
|Currency gain (loss), net                 |  |              | (10,336    | )          
|Total other expense, net                  |  |              | (77,886    | )          
|                                          |  |              |            |            
|Loss before income taxes                  |  |              | (668,204   | )          
|                                          |  |              |            |            
|Income tax expense                        |  |              | —          |            
|Net loss                                  |  | $            | (668,204   | )          
|Less preferred stock dividends            |  |              | 1,628,000  |            
|Net loss allocated to common shareholders |  | $            | (2,296,204 | )          
|                                          |  |              |            |            
|Net loss per share of common stock        |  |              |            |            
|Basic                                     |  | $            | (.90       | )          
|Diluted                                   |  | $            | (.90       | )          



See accompanying notes to consolidated financial
statements.



2





Dataram Corporation

Consolidated Statements of Cash Flows

Nine Months Ended January 31, 2015 and 2014

(Unaudited)



|                                                                            |  | 2015 |            | 2014
|--------------------------------------------------------------------------- |  | ---- | ---------- | ----
|Cash flows from operating activities:                                       |  |      |            |     
|Net loss                                                                    |  | $    | (2,934,932 | )   
|Adjustments to reconcile net loss to net cash used in operating activities: |  |      |            |     
|Gain on sale of property and equipment                                      |  |      | —          |     
|Amortization of deferred gain on sale leaseback                             |  |      | (53,747    | )   
|Depreciation and amortization                                               |  |      | 86,999     |     
|Bad debt expense                                                            |  |      | 31,678     |     
|Amortization of debt discount                                               |  |      | 750,000    |     
|Stock-based compensation expense                                            |  |      | 14,148     |     
|Changes in assets and liabilities:                                          |  |      |            |     
|Decrease in accounts receivable                                             |  |      | 765,847    |     
|Decrease in inventories                                                     |  |      | 22,872     |     
|Decrease (increase) in other current assets                                 |  |      | (199,635   | )   
|Decrease in other assets                                                    |  |      | 1,950      |     
|Increase (decrease) in accounts payable                                     |  |      | (164,558   | )   
|Decrease in accrued liabilities                                             |  |      | (676,379   | )   
|Net cash (used in) operating activities                                     |  |      | (2,355,757 | )   
|Cash flows from investing activities:                                       |  |      |            |     
|Additions of property and equipment                                         |  |      | (29,000    | )   
|Software development cost                                                   |  |      | (365,424   | )   
|Sale of property and equipment                                              |  |      | —          |     
|Net cash (used in) provided by investing activities                         |  |      | (394,424   | )   
|Cash flows from financing activities:                                       |  |      |            |     
|Net borrowings (payments) under revolving credit line                       |  |      | (508,547   | )   
|Proceeds from issuance of convertible notes and warrants                    |  |      | 750,000    |     
|Net proceeds from sale of preferred shares                                  |  |      | 2,697,240  |     
|Payments under related party note payable                                   |  |      | —          |     
|Net proceeds from sale of common shares                                     |  |      | —          |     
|Net cash provided by (used in) financing activities                         |  |      | 2,938,693  |     
|                                                                            |  |      |            |     
|Net increase (decrease) in cash and cash equivalents                        |  |      | 188,512    |     
|                                                                            |  |      |            |     
|Cash and cash equivalents at beginning of period                            |  |      | 257,633    |     
|                                                                            |  |      |            |     
|Cash and cash equivalents at end of period                                  |  | $    | 446,145    |     
|                                                                            |  |      |            |     
|Supplemental disclosures of cash flow information:                          |  |      |            |     
|Cash paid during the period for:                                            |  |      |            |     
|Income taxes                                                                |  | $    | 2,850      |     
|Interest                                                                    |  | $    | 194,582    |     
|                                                                            |  |      |            |     
|Supplemental disclosures of cash flow information:                          |  |      |            |     
|Debt discount on convertible notes payable                                  |  | $    | 750,000    |     
|Non-cash preferred stock dividends                                          |  | $    | 1,628,000  |     



See accompanying notes to consolidated financial
statements.



3





DATARAM CORPORATION

Consolidated Statements of Stockholders’
Equity

Nine Months Ended January 31, 2015

(Unaudited)



|                                                                 |  | Common |           | APIC |  | Preferred |            | Shares       |  | Retained |           | Total 
|---------------------------------------------------------------- |  | ------ | --------- | ---- |  | --------- | ---------- | ------------ |  | -------- | --------- | ------
|                                                                 |  | Stock  |           |      |  | Stock     |            | to be Issued |  | Deficit  |           | Equity
|Balance at April 30, 2014                                        |  | $      | 2,410,512 |      |  | $         | 20,236,093 |              |  | $        | —         |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Net loss                                                         |  |        |           |      |  |           |            |              |  |          |           |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Stock-based compensation expense                                 |  |        |           |      |  |           | 14,148     |              |  |          |           |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Fair value detachable warrants                                   |  |        |           |      |  |           | 562,000    |              |  |          |           |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Beneficial conversion feature of convertible notes payable       |  |        |           |      |  |           | 188,000    |              |  |          |           |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Common shares issued in connection with sales of preferred stock |  |        | 182,500   |      |  |           | (182,500   | )            |  |          |           |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Preferred shares issued                                          |  |        |           |      |  |           | 920,337    |              |  |          | 1,776,903 |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Non-cash preferred stock dividend                                |  |        |           |      |  |           | (60,000    | )            |  |          |           |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       
|Balance at January 31, 2015                                      |  | $      | 2,593,012 |      |  | $         | 21,678,078 |              |  | $        | 1,776,903 |       
|                                                                 |  |        |           |      |  |           |            |              |  |          |           |       



See accompanying notes to consolidated financial
statements.



4





Dataram Corporation

Notes to Consolidated Financial Statements

January 31, 2015 and 2014

(Unaudited)



(1) Description of Business and Significant
Accounting Policies



Since 1967, Dataram Corporation (“Dataram”
or the “Company”) has been a leading independent manufacturer of memory products and provider of performance solutions.
The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for leading
brands including Cisco, Dell, Fujitsu, HP, IBM, Lenovo and Oracle as well as a line of memory products for Intel and AMD motherboard
based servers.  Dataram manufactures its memory in-house to meet three key criteria - quality, compatibility, and selection
- and tests its memory for performance and original equipment manufacturer (OEM) compatibility as part of the production process. 
With memory designed for over 50,000 systems and with products that range from energy-efficient DDR4 modules to legacy SDR offerings,
Dataram offers one of the most complete portfolios in the industry.   Backed by in-depth quality test programs, nearly
fifty years of manufacturing expertise, and a limited lifetime warranty, Dataram memory products are built to last.  The company
is a CMTL Premier Participant and ISO 9001 (2008 Certified). Its products are fully compliant with JEDEC Specifications.



Dataram’s customers include an international
network of distributors, resellers, retailers, OEM customers and end users.



Dataram competes with several other large independent
memory manufacturers and the OEMs noted above.  The primary raw material used in producing memory boards is dynamic random
access memory (DRAM) chips. The purchase cost of DRAMs is the largest single component of the total cost of a finished memory board.
Consequently, average selling prices for computer memory boards are significantly dependent on the pricing and availability of
DRAM chips.



In addition to memory products, Dataram offers
solutions that provide our customers significant and quantifiable cost savings (reduction in total cost of ownership) while helping
them manage end-of-life transitions.  These include:



|· |  | Design and engineering services
|- |  | -------------------------------

|· |  | Contract and flexible manufacturing to accommodate special
customer needs
|- |  | -------------------------------------------------------------------------

|· |  | Simulation labs for testing and validation
|- |  | ------------------------------------------

|· |  | Financial programs and trade-in / trade-up programs
to allow customers to optimize memory procurements
|- |  | ------------------------------------------------------------------------------------------------------

|· |  | Software tools to assess memory needs and optimize memory
deployment and application performance
|- |  | ------------------------------------------------------------------------------------------------



Dataram has four business lines which provide
complimentary solutions to the market.  Each has a different customer focus and “go to market” approach. 
They are:



|· |  | Princeton Memory
|- |  | ----------------

|· |  | Micro Memory Bank (MMB)
|- |  | -----------------------

|· |  | MemoryStore.com
|- |  | ---------------

|· |  | 18004Memory.com
|- |  | ---------------



The Princeton Memory Business provides innovative
new memory products that support enterprise / mission critical need; custom and high end memory solutions for most demanding customers
ranging from enterprise and data center segments to power users and gamers; provides solutions to extend the density memory options
available to customers.  The business also provides:



|• |  | Memory Solutions Services:
|- |  | --------------------------

|– |  | Performance optimization, total cost of computing reduction
consulting
|- |  | ----------------------------------------------------------------------

|– |  | Engineering and design services for embedded applications
|- |  | ---------------------------------------------------------

5







|– |  | Proof of concept engagements
|- |  | ----------------------------

|– |  | Customized consignment programs
|- |  | -------------------------------

|– |  | Product on-demand offerings
|- |  | ---------------------------

|– |  | Installation services
|- |  | ---------------------

|• |  | Software: products that improve application and computing
performance
|- |  | ---------------------------------------------------------------------

|• |  | Buy-back program:  in conjunction with the MMB
business, provides customers with opportunity to “trade-in” existing memory as part of a sale with trade-in credited
towards purchase of new memory
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Micro Memory Bank business provides new
and refurbished memory products which are not commonly available.  These solutions extend the life of the system where memory
is no longer available by the OEM, helping companies avoid the cost of additional hardware expenditures.  The business also
provides:

|• |  | Brokerage services:  makes opportunistic purchases
of excess surplus inventories for less than market price; also buys unknown inventory which is then opened, cataloged, and sometimes
refurbished.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | Buy-back program: works with Princeton business to provide
customers with opportunity to “trade-in” existing memory as part of a sale with trade-in credited towards purchase
of new memory.  Memory traded-in is refurbished and then sold.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | Technology recycling program: provides end of life recycling
services to customers across all IT hardware categories including laptops, desktops, workstations, servers, main frames, hubs
and switches.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating since 1994, 18004Memory.com provides
a one-stop source for new and refurbished memory products used in desktops, laptops, notebooks, servers, MAC systems, printers,
digital cameras, PDAs, MP3 players, and more.  They provide memory upgrades for all major brands including Compaq, Dell, Apple,
Hewlett-Packard, Toshiba, IBM, Gateway, Sony, Fujitsu, Acer.  Products are backed by a limited lifetime warranty on all computer
memory and 30-day money back guarantee



The Memorystore.com business provides a one-stop
web source for “Dataram Value Memory” products used in desktops, laptops, notebooks, servers, workstations, and MAC
systems.  Dataram Value Memory is memory specifically designed and tested to meet industry standards.  It is purchased
by customers who know the exact technical specifications of the memory they need. Dataram Value Memory is fully compliant with
JEDEC Specifications.  It is 100-percent tested and backed by a limited lifetime warranty.



In fiscal 2009, the Company acquired certain
assets of Micro Memory Bank, Inc. ("MMB"), a privately held corporation.  The acquisition expanded the Company's
memory product offerings and routes to market.



The Company was incorporated in New Jersey
in 1967 and made its initial public offering in 1968.  Its common stock, $1 par value (the "Common Stock"), was
listed for trading on the American Stock Exchange in 1981. In 2000 the Company changed its listing to the NASDAQ National Market
(now the NASDAQ Stock Market) where its stock trades under the symbol "DRAM." The Company's principal executive office
is located at 777 Alexander Park, Princeton, New Jersey 08540, its telephone number is (609) 799-0071, its fax is (609) 799-6734
and its website is located at http://www.dataram.com. Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, and all amendments thereto, are available on the Company’s website free of charge.



Liquidity and Basis of Presentation



The information for
the three and nine months ended January 31, 2015 and 2014 is unaudited, but includes all adjustments (consisting of normal recurring
adjustments) which, in the opinion of management, are necessary to state fairly the financial information set forth therein in
accordance with accounting principles generally accepted in the United States of America. The interim results are not necessarily
indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the
audited financial statements for the year ended April 30, 2014 included in the Company’s 2014 Annual Report on Form 10-K
filed with the Securities and Exchange Commission. The April 30, 2014 balance sheet has been derived from these statements.

6







The Company's financial
statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the
United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities in the normal course of business. For the fiscal years ended April 30, 2014, 2013 and 2012, the Company
incurred losses in the amounts of approximately $2,609,000, $4,625,000 and $3,259,000, respectively. Net cash used in operating
activities totaled approximately $1,554,000, $3,882,000 and $1,218,000 for the fiscal years ended April 30, 2014, 2013 and 2012,
respectively. In the nine months ended January 31, 2015 the Company incurred losses of approximately $2,995,000, and used net cash
in operations totaled approximately $2,356,000.



On July 15, 2014, the Company entered
into a Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (the “Purchase Agreement”) governing
the issuance of $750,000 aggregate principal amount of Subordinated Secured Convertible Bridge Notes (the “Bridge Notes”)
and Warrants (the “Bridge Warrants”).  The Bridge Notes and Bridge Warrants were issued on July 15, 2014.  The
Company issued $600,000 aggregate principal amount of the Bridge Notes to certain institutional investors (the “Institutional
Investors”) and $150,000 aggregate principal amount of the Bridge Notes to certain members of management, officers and directors
of the Company (collectively, “Management”). The Bridge Notes, the initial maturity date of which was October 15, 2014
(which was subject to a three-month extension at the option of the holders that occurred; see below), are convertible into shares
of the Company’s common stock. The initial conversion price for Institutional Investors is $2.50 per share (which was subsequently
reduced; see below), and the initial conversion price for Management is equal to the closing price of the Company’s common
stock on the closing date of the Purchase Agreement, $2.94. The Bridge Notes are secured obligations of the Company and bear interest
at a rate of 8% per year. The Bridge Warrants are exercisable for five years after the closing date of the Purchase Agreement,
or July 15, 2019. For each $1,000 of principal amount of Bridge Notes, the holder received 1,200 Bridge Warrants, each exercisable
for the purchase of one share of the Company’s common stock. Each holder is entitled to exercise one-third of all Bridge
Warrants received at an exercise price of $3.00, one-third of all Bridge Warrants received at an exercise price of $3.50, and one-third
of all Bridge Warrants received at an exercise price that is equal to the closing price on the closing date of the Purchase Agreement,
$2.94. Pursuant to the terms of the Purchase Agreement, and the waiver and consent agreement signed with the Institutional Investors
the Company has agreed to register for re-sale the shares underlying the Bridge Notes and the Bridge Warrants on or before February
15, 2015, which did not occur. The Company intends to file a registration statement in the quarter ending April 30, 2015.



On October 15, 2014, the original maturity
date of the Bridge Notes, the Bridge Notes were extended to January 15, 2015 for all holders of the Bridge Notes. On November 17,
2014 the Company closed the sale of 600,000 shares of its Series A Preferred Stock (the “Series A Stock”), which together
the waiver and consent agreement, resulted in the reduction of the conversion price of the Bridge Notes held by the Institutional
Investors to $2.00 from $2.50 to equal the conversion price of the Series A Preferred Stock (see below). In addition, two additional
90-day extensions were provided to the institutional investors, which could extend the final maturity date to July 15, 2015. The
extensions expired on January 15, 2015 and at the quarter ended January 31, 2015 the Bridge Notes were in default. The Company
paid off approximately $42,500 of the notes and received extensions from all Bridge note holders except for one holder of an $80,000
Bridge Note, which extend the maturity date to July 15, 2015 from the Bridge Note holders prior to this filing. The Company continues
to accrue interest on the Bridges Notes. In the event the Bridge Notes are converted to equity, their incremental fair value will
be recognized in the consolidated statement of operations. The Company has also advised Rosenthal and Rosenthal, Inc. of the default
on the Bridge Notes which is a default under our finance agreement.



As disclosed above, on November 17, 2014 the
Company closed a private placement of 600,000 shares of its Series A Stock, together with immediately exercisable, five-year warrants
to purchase shares of its common stock (the “Preferred Warrants”), at a price of $5.00 per share of Series A Stock
to certain otherwise unaffiliated Institutional Investors (the “Series A Investors”). The Series A Stock is convertible
into shares of the Company’s common stock in an amount initially calculated (subject to adjustment) by dividing the $5.00
stated value of each share of Series A Stock by $2.00. The Preferred Warrants have an initial exercise price of $2.50 per share
(subject to adjustment). The net proceeds to the Company from the sale of these securities, after deducting the estimated offering
expenses incurred by the Company, were approximately $2,697,000.



7







At any time from November 17, 2014,
and prior to October 20, 2019 (the “Put/Call Exercise Period”), the Series A Investors may exercise a right to purchase
and require the Company to sell up to an additional 700,000 shares of Series A Stock on terms identical to the terms for the original
sale of the Series A Stock, except that, upon such exercise, no additional Preferred Warrants are granted. If the Series A Investors
have not exercised this right in full during the Put/Call Exercise Period, the Company may exercise a right to cause and require
the Series A Investors to purchase any or all of such otherwise un-purchased 700,000 shares of Series A Stock on terms identical
to the terms for the original sale of the Series A Stock, except that, upon such exercise, no additional Preferred Warrants are
granted, in either case for an aggregate purchase price of up to $3,500,000.



If current and projected
revenue growth does not meet estimates, the Company may call upon the remaining Series A Stock available for sale. The Company
has 673,400 Series A Shares available for call by the Company at $5.00 per share.



Principles of Consolidation



The consolidated financial statements have
been prepared in conformity with accounting principles generally accepted in the United States of America and include the accounts
of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in
consolidation.



Use of Estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, including deferred tax asset valuation allowances and
certain other reserves and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically and the effects
of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Some of
the more significant estimates made by management include the allowance for doubtful accounts and sales returns, inventory reserves,
the deferred income tax asset valuation allowance and other operating allowances and accruals. Actual results could differ from
those estimates.



Engineering and Research and Development



Research and development costs are expensed
as incurred, including Company-sponsored research and development and costs of patents and other intellectual property that have
no alternative future use when acquired and in which we had an uncertainty in receiving future economic benefits. Development costs
of a computer software product to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s
technological feasibility has been established and ending when a product is available for general release to customers. Technological
feasibility of a computer software product is established when all planning, designing, coding and testing activities that are
necessary to establish that the product can be produced to meet its design specifications (including functions, features and technical
performance requirements) are completed.



The Company has been developing computer software
for its storage caching product line. On May 1, 2014, the Company determined that technological feasibility for the product was
established, and development costs subsequent to that date totaling approximately $365,000 have been capitalized. In December 2014
the Company suspended development of the software product. Prior to May 1, 2014, the Company expensed all development costs related
to this product line.



Advertising



Advertising is expensed as incurred and amounted
to approximately $23,000 and $84,000 in the three and nine months periods ended January 31, 2015, respectively compared to approximately
$25,000 and $115,000 in the comparable prior year periods.

8







Income Taxes



The Company utilizes
the asset and liability method of accounting for income taxes in accordance with the provisions of the “Expenses –
Income Taxes Topic” of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).
Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax
assets will not be realized. The Company considers certain tax planning strategies in its assessment as to the recoverability of
its tax assets. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of
a change in tax rates is recognized in earnings in the period that the tax rate changes. The Company recognizes, in its consolidated
financial statements, the impact of a tax position, if that position is more likely than not to be sustained on audit, based on
technical merits of the position.  There are no material unrecognized tax positions in the financial statements. As of January
31, 2015, the Company had Federal and state net operating loss (“NOL”) carry-forwards of approximately $25,600,000
and $24,000,000, respectively. These can be used to offset future taxable income and expire between 2023 and 2034 for Federal tax
purposes and 2016 and 2034 for state tax purposes. The Company’s NOL carry-forwards are a component of its deferred income
tax assets which are reported net of a full valuation allowance in the Company’s consolidated financial statements at January
31, 2015 and April 30, 2014.



Net Loss per Share



Basic net loss per share is computed by dividing
the net loss by the weighted average number of shares of common stock issued and outstanding during the period. The calculation
of diluted loss per share for the three and nine months ended January 31, 2015 and 2014 includes only the weighted average number
of shares of common stock outstanding. The denominator excludes the dilutive effect of stock options and warrants outstanding as
their effect would be anti-dilutive. The following presents a reconciliation of the numerator and denominator used in computing
basic and diluted net loss per share for the three-and nine-month periods ended January 31, 2015 and 2014.



|                                                                                                                           |  | Three Months ended January 31, 2015
|-------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------
|                                                                                                                           |  | Loss                               
|                                                                                                                           |  | (numerator)                        
|                                                                                                                           |  |                                    
|Basic net loss per share – net loss and weighted average common shares outstanding                                         |  | $                                  
|                                                                                                                           |  |                                    
|Effect of dilutive securities – stock options                                                                              |  |                                    
|Effect of dilutive securities – warrants                                                                                   |  |                                    
|                                                                                                                           |  |                                    
|Diluted net loss per share – net loss, weighted average common shares outstanding and effect of stock options and warrants |  | $                                  



|                                                                                                                           |  | Three Months ended January 31, 2014
|-------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------
|                                                                                                                           |  | Loss                               
|                                                                                                                           |  | (numerator)                        
|                                                                                                                           |  |                                    
|Basic net loss per share – net loss and weighted average common shares outstanding                                         |  | $                                  
|                                                                                                                           |  |                                    
|Effect of dilutive securities – stock options                                                                              |  |                                    
|Effect of dilutive securities – warrants                                                                                   |  |                                    
|                                                                                                                           |  |                                    
|Diluted net loss per share – net loss, weighted average common shares outstanding and effect of stock options and warrants |  | $                                  





9







|                                                                                                                           |  | Nine Months ended January 31, 2015
|-------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------
|                                                                                                                           |  | Loss                              
|                                                                                                                           |  | (numerator)                       
|                                                                                                                           |  |                                   
|Basic net loss per share – net loss and weighted average common shares outstanding                                         |  | $                                 
|                                                                                                                           |  |                                   
|Effect of dilutive securities – stock options                                                                              |  |                                   
|Effect of dilutive securities – warrants                                                                                   |  |                                   
|                                                                                                                           |  |                                   
|Diluted net loss per share – net loss, weighted average common shares outstanding and effect of stock options and warrants |  | $                                 





|                                                                                                              |  | Nine Months ended January 31, 2014
|------------------------------------------------------------------------------------------------------------- |  | ----------------------------------
|                                                                                                              |  | Loss                              
|                                                                                                              |  | (numerator)                       
|                                                                                                              |  |                                   
|Basic net loss per share – net loss and weighted average common shares outstanding                            |  | $                                 
|                                                                                                              |  |                                   
|Effect of dilutive securities – stock options                                                                 |  |                                   
|Effect of dilutive securities – warrants                                                                      |  |                                   
|                                                                                                              |  |                                   
|Diluted net loss per share – net loss, weighted average common shares outstanding and effect of stock options |  | $                                 





Diluted net loss per common share for the three
and nine month periods ended January 31, 2015 and 2014 do not include the effect of options to purchase 256,580 and 287,746 shares,
respectively, of common stock because they are anti-dilutive.Diluted net loss per common share for the three and nine month
periods ended January 31, 2015 and 2014 do not include the effect of warrants to purchase 2,975,775 and 221,875 shares of common
stock, respectively because they are anti-dilutive. Diluted net loss per common share for the three and nine month periods ended
January 31, 2015 does not include 600,000 preferred shares because they are anti-dilutive.



Common Stock
Repurchases

On
December 4, 2002, the Company announced an open market repurchase plan providing for the repurchase of up to 83,333 shares of the
Company’s common stock. On April 10, 2012, the Company announced the additional authorization to repurchase up to 138,000
shares of the Company’s common stock which at that time made the total available for purchase up to 166,667 shares. In the
quarter ended July 31, 2012, the Company repurchased 22,944 shares for a total cost of $142,262. The 22,944 shares purchased were
cancelled in fiscal 2013. Subsequently, the Company has not repurchased any shares. As of January 31, 2015, the total number of
shares authorized for purchase under the program is 136,408 shares.

10







Stock Option Expense



a. Stock-Based
Compensation



The Company has a 2001 incentive and non-statutory
stock option plan for the purpose of permitting certain key employees to acquire equity in the Company and to promote the growth
and profitability of the Company by attracting and retaining key employees. In general, the plan allows granting of up to 300,000
shares of the Company’s common stock at an option price to be no less than the fair market value of the Company’s common
stock on the date such options are granted. Options granted under the plan vest ratably on the annual anniversary date of the grants.
Vesting periods for options currently granted under the plan range from one to five years. No further options may be granted under
this plan.



The Company also has a 2011 incentive and non-statutory
stock option plan for the purpose of permitting certain key employees and consultants to acquire equity in the Company and to promote
the growth and profitability of the Company by attracting and retaining key employees. No executive officer or director of the
Company is eligible to receive options under the 2011 plan. In general, the plan allows granting of up to 33,333 shares of the
Company’s common stock at an option price to be no less than the fair market value of the Company’s common stock on
the date such options are granted. Options granted under the plan vest ratably on the annual anniversary date of the grants. Vesting
periods for options currently granted under the plan range from one to five years. There have been 25,000 shares granted under
this plan.



The Company also has a 2014 equity incentive
plan for the purpose of permitting certain key employees to acquire equity in the Company and to promote the growth and profitability
of the Company by attracting and retaining key employees. The plan allows granting of up to 250,000 shares of the Company’s
common stock at an option price to be no less than the fair market value of the Company’s common stock on the date such options
are granted. Options granted under the plan vest ratably on the annual anniversary date of the grants. Vesting periods for options
currently granted under the plan range from one to five years. There have not been shares granted under this plan.



The Company periodically grants nonqualified
stock options to non-employee directors of the Company. These options are granted for the purpose of retaining the services of
directors who are not employees of the Company and to provide additional incentive for such directors to work to further the best
interests of the Company and its shareholders. The options granted to these non-employee directors are exercisable at a price representing
the fair value at the date of grant and expire either five or ten years after date of grant. Vesting periods for options currently
granted range from one to two years.



On September 23, 2010, the Company granted
Mr. Sheerr, who is employed by the Company as the General Manager of the acquired Micro Memory Bank, Inc. (“MMB”) business
unit described in Note 2 and is an executive officer of the Company, nonqualified stock options to purchase 16,667 shares of the
Company’s common stock pursuant to his employment agreement. On September 22, 2011, the Company granted Mr. Sheerr additional
nonqualified stock options to purchase 16,667 shares of the Company’s common stock, pursuant to his employment agreement.
On July 19, 2012, the Company granted Mr. Sheerr additional nonqualified stock options to purchase 16,667 shares of the Company’s
common stock, also pursuant to his employment agreement. The options granted are exercisable at a price representing the fair value
at the date of grant and expire five years after date of grant. The options vested in one year.



New shares of the Company's common stock are
issued upon exercise of stock options.



As required by the “Compensation - Stock
Compensation” Topic of the FASB, the accounting for transactions in which an enterprise receives employee services in exchange
for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity
instruments or that may be settled by the issuance of such equity instruments are accounted for using a fair value-based method
with a recognition of an expense for compensation cost related to share-based payment arrangements, including stock options and
employee stock purchase plans.

11







Our consolidated statements of operations for
the three and nine month periods ended January 31, 2015 include approximately $5,000 and $14,000 of stock-based compensation expense,
respectively. The three-and nine- month periods ended January 31, 2014 include approximately $5,000 and $43,000 of stock-based
compensation expense, respectively. These stock option grants have been classified as equity instruments and, as such, a corresponding
increase has been reflected in additional paid-in capital in the accompanying consolidated balance sheets. The fair value of each
stock option granted is estimated on the date of grant using the Black-Scholes Pricing Model.



A summary of option activity for the nine months
ended January 31, 2015 is as follows:



| |                                   | Shares |  | Weighted average exercise price |         | Weighted  average remaining contractual life (1) |  | Aggregate intrinsic value
| | --------------------------------- | ------ |  | ------------------------------- | ------- | ------------------------------------------------ |  | -------------------------
| |                                   |        |  |                                 |         |                                                  |  |                          
| | Balance April 30, 2014            |        |  |                                 | 264,244 |                                                  |  | $                        
| |                                   |        |  |                                 |         |                                                  |  |                          
| | Expired                           |        |  |                                 | (16,000 | )                                                |  | $                        
| | Balance January 31, 2015          |        |  |                                 | 248,244 |                                                  |  | $                        
| | Exercisable January 31, 2015      |        |  |                                 | 235,744 |                                                  |  | $                        
| | Expected to vest January 31, 2015 |        |  |                                 | 224,000 |                                                  |  | $                        
| |                                   |        |  |                                 |         |                                                  |  |                          



| | (1) | This amount represents the weighted average remaining contractual life of stock options in years.
| | --- | -------------------------------------------------------------------------------------------------



b. Other Stock Options



On June 30, 2008, the Company granted options
to purchase 8,333 shares of the Company’s common stock to a privately held company in exchange for certain patents and other
intellectual property. The options granted are exercisable at a price of $15.60 per share, which was the fair value at the date
of grant, were 100% exercisable on the date of grant and expire ten years after the date of grant.



(2) Related Party Transactions



During the three-month periods ended January
31, 2015 and 2014, the Company purchased inventories for resale totaling approximately $228,000 and $872,000, respectively, from
Sheerr Memory, LLC (“Sheerr Memory”). During the nine-month periods ended January 31, 2015 and 2014, the Company purchased
inventories for resale totaling approximately $1,001,000 and $2,336,000, respectively, from Sheerr Memory. Sheerr Memory’s
owner (“Mr. Sheerr”) is employed by the Company as the general manager of its Micro Memory business unit and is an
executive officer of the Company. Approximately $6,000 and $271,000 of accounts payable in the Company’s consolidated balance
sheets as of January 31, 2015 and April 30, 2014, respectively, is payable to Sheerr Memory. Sheerr Memory offers the Company trade
terms of net 30 days and all invoices are settled in the normal course of business. No interest is paid. The Company has made further
purchases from Sheerr Memory subsequent to January 31, 2015 and management anticipates that the Company will continue to do so,
although the Company has no obligation to do so.

12







During the three-month periods ended January
31, 2015 and 2014, the Company purchased inventories for resale totaling approximately $276,000 and $432,000, respectively, from
Keystone Memory Group (“Keystone Memory”). During the nine-month periods ended January 31, 2015 and 2014, the Company
purchased inventories for resale totaling approximately $802,000 and $770,000, respectively, from Keystone Memory. Keystone Memory’s
owner is a relative of Mr. Sheerr. Approximately $41,000 and $27,000 of accounts payable in the Company’s consolidated balance
sheets as of January 31, 2015 and April 30, 2014 are payable to Keystone Memory. Keystone Memory offers the Company trade terms
of net due and all invoices are settled in the normal course of business. No interest is paid. The Company has made further purchases
from Keystone Memory subsequent to January 31, 2015 and management anticipates that the Company will continue to do so, although
the Company has no obligation to do so.



On December 14, 2011, the Company entered into
a Note and Security Agreement with Mr. Sheerr. The agreement provides for secured financing of up to $2,000,000. The Company is
obligated to pay monthly, interest equal to 10% per annum calculated on a 360-day year of the outstanding loan balance. Principal
is payable in 60 equal monthly installments, beginning on July 15, 2012. The Company may prepay any or all sums due under this
agreement at any time without penalty. The Company has borrowed the full $2,000,000 available under this agreement. Principal amounts
due under this obligation are $33,333 per month which began on July 15, 2012.



The Company amended and restated its Note and
Security Agreement with Mr. Sheerr as of October 31, 2013; The Company sold certain equipment and furniture for a purchase price
of $500,000 under a sale leaseback transaction to Mr. Sheerr. The Company used the proceeds of the purchase price received from
Mr. Sheerr to reduce the remaining principal amount of the original loan by an amount equal to $500,000. The principal amount was
reduced to approximately $966,667 at October 31, 2013. The Company was obligated to pay monthly, interest equal to 10% per annum
calculated on a 360 day year of the outstanding loan balance. Principal was payable in 29 equal monthly installments of $33,333,
beginning on November 15, 2013 and subsequently on the 15th day of each month thereafter, until paid in full. On April 30, 2014,
the note was paid in full.



As of October 31, 2013, the Company also entered
into an agreement with Mr. Sheerr to leaseback the aforementioned equipment and furniture that was sold to Mr. Sheerr on October
31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term
of the lease. The Company has an option to extend the lease for an additional two year period. The transactions described have
been accounted for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately
$139,000, which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the
remaining approximately $322,000 gain on sale in proportion to the related gross rental charged to expense over the term of the
lease, 60 months. The current portion of $72,000 deferred gain was reflected in accrued liabilities and the long-term portion of
$250,000 is reflected in other liabilities – long-term in the consolidated balance sheet as of April 30, 2014. The current
portion of $72,000 deferred gain is reflected in accrued liabilities and the long-term portion of $197,000 is reflected in other
liabilities – long-term in the consolidated balance sheet as of January 31, 2015.



(3) Cash and Cash Equivalents



Cash and cash equivalents consist of unrestricted
cash and marketable securities, the cash balance at January 31, 2015, was $446,145.



(4) Accounts Receivable



Accounts receivable consists of the following
categories:



|                                                  |  | January 31, 2015 |           | April 30, 2014
|------------------------------------------------- |  | ---------------- | --------- | --------------
|Trade receivables                                 |  | $                | 2,872,774 |               
|Other receivables                                 |  |                  | 132,599   |               
|Allowance for doubtful accounts and sales returns |  |                  | (140,000  | )             
|                                                  |  | $                | 2,865,373 |               



13







(5) Inventories



Inventories are valued at the lower of cost
or market, with costs determined by the first-in, first-out method. Inventories at January 31, 2015 and April 30, 2014 consist
of the following categories:



|                |  | January 31, 2015 |           | April 30, 2014
|--------------- |  | ---------------- | --------- | --------------
|Raw materials   |  | $                | 1,637,739 |               
|Work in process |  |                  | 28,432    |               
|Finished goods  |  |                  | 601,995   |               
|                |  | $                | 2,268,166 |               



(6) Note Receivable



On July 30, 2012, a Convertible Senior Promissory
Note was executed by and between Shoreline Memory, Inc. (“Shoreline”) and the Company whereby the Company could lend
up to $1,500,000 to Shoreline in exchange for interest payments at prime plus 3.0% and the right to convert the amount outstanding
into common stock of Shoreline on or before its maturity date. Each time the Company advanced money under the note, the Company
was granted 1% of the outstanding Common Stock of Shoreline for every $100,000 advanced up to a maximum of 15%. This was in addition
to the 15% allowable under the conversion of the note and the warrant to acquire 30% of Shoreline common stock. The conversion
is at the rate of 1% of the outstanding common stock for each $100,000 converted up to a maximum of 15%. This note had a maturity
date of July 30, 2015 at such time Shoreline would have had to repay the note or the Company would have had to convert the note
into Common Stock. The note was secured by all the assets of Shoreline and Shoreline Capital Management Ltd. (“Shoreline
Capital”) as guarantor. Also executed with the note was a warrant to purchase up to 30% of the outstanding common stock of
Shoreline at the time of exercise, which the warrant expires September 28, 2018. The warrant prescribed a formula to determine
the price per share at the time of exercise. If all the amounts under the note were advanced and converted and the full warrant
was exercised, the Company would have owned 60% of the outstanding common stock of Shoreline. The note was executed simultaneously
with a Master Services Agreement that details the parameters under which the Company and Shoreline would have fulfilled orders
from Shoreline’s primary customer. On July 31, 2012, the Company advanced $375,000 under the note and an additional $375,000
on August 1, 2012. The purpose of the loan was to fund startup expenses and to prepay initial orders. On February 19, 2013, the
Company received $50,000 from Shoreline and, on February 22, 2013, the Company received an additional $200,000 from Shoreline as
a partial repayment of their loan. On March 27, 2013, the Company reached an agreement to terminate its relationship with Shoreline.
At closing, the Company received an additional $225,000 as a partial repayment of the loan in connection with the termination of
all agreements with Shoreline. The promissory note bears interest at the rate of 6% and is guaranteed by Shoreline Memory, Inc.,
Shoreline Capital Management Ltd and Trevor Folk. All agreements with Shoreline have been terminated with the exception of the
amended and restated promissory note. The remaining $275,000 was scheduled to be repaid in accordance with the amended and restated
promissory note on July 31, 2013. Shoreline Memory defaulted on the note. The Company set up an allowance for the total $275,000
balance remaining on the amended and restated promissory note at July 31, 2013. During the quarter ended October 31, 2013 the Company
agreed to settle the amount due on the defaulted note for approximately $162,000. The funds were received in escrow on October
31, 2013 and forwarded to the Company on November 1, 2013.



(7) Goodwill and Intangible Assets



Goodwill:



The carrying value of goodwill of approximately
$1,084,000 is not amortized, but is tested annually as of March 31, the annual anniversary of the acquisition, as well as whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable using a two-step process. In the quarter
ended January 31, 2015, and at April 30, 2014 the Company concluded no impairment is required.

14







Intangible Assets:



The Company estimates that it has no significant
residual value related to its intangible assets. Acquired intangibles generally are amortized on a straight-line basis over weighted
average lives. The intangible assets were fully amortized in the fiscal year ended April 30, 2014.



(8) Financing Agreements



The Company amended and restated its Note and
Security Agreement with Mr. Sheerr as of October 31, 2013, The Company sold certain equipment and furniture for a purchase price
of $500,000 under a sale leaseback transaction to Mr. Sheerr. The Company used the proceeds of the purchase price received from
Mr. Sheerr to reduce the remaining principal amount of the original loan by an amount equal to $500,000. The principal amount was
reduced to approximately $966,667 at October 31, 2013. The Company was obligated to pay monthly interest equal to 10% per annum
calculated on a 360 day year of the outstanding loan balance. Principal was payable in 29 equal monthly installments of $33,333,
beginning on November 15, 2013 and subsequently on the 15th day of each month thereafter, until paid in full. On April 30, 2014
the note was paid in full.



As of October 31, 2013, the Company entered
into an agreement with Mr. Sheerr to leaseback the equipment and furniture that was sold by the Company to Mr. Sheerr on October
31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term
of the lease. The Company has an option to extend the lease for an additional two year period. The transactions described have
been accounted for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately
$139,000, which is the amount of the gain on sale in excess of present value of the future lease payments with the remainder of
approximately $322,000 gain on sales to be recognized in proportion to the related gross rental charged to expense over the term
of the lease, 60 months. The current portion of $72,000 deferred gain was reflected in accrued liabilities and the long-term portion
of $250,000 is reflected in other liabilities – long-term in the consolidated balance sheet as of April 30, 2014. The current
portion of $72,000 deferred gain is reflected in accrued liabilities and the long-term portion of $197,000 is reflected in other
liabilities – long-term in the consolidated balance sheet as of January 31, 2015.



On July 30, 2012, a Convertible Senior Promissory
Note was executed by and between Shoreline Memory, Inc. (“Shoreline”) and the Company whereby the Company could lend
up to $1,500,000 to Shoreline in exchange for interest payments at prime plus 3.0% and the right to convert the amount outstanding
into common stock of Shoreline on or before its maturity date. Each time the Company advanced money under the note, the Company
was granted 1% of the outstanding Common Stock of Shoreline for every $100,000 advanced up to a maximum of 15%. This was in addition
to the 15% allowable under the conversion of the note and the warrant to acquire 30% of Shoreline common stock. The conversion
is at the rate of 1% of the outstanding common stock for each $100,000 converted up to a maximum of 15%. This note had a maturity
date of July 30, 2015. At such time Shoreline would have had to repay the note or the Company would have had to convert the note
into Common Stock. The note was secured by all the assets of Shoreline and Shoreline Capital Management Ltd. (“Shoreline
Capital”) as guarantor. Also executed with the note was a warrant to purchase up to 30% of the outstanding common stock of
Shoreline at the time of exercise, which the warrant expires September 28, 2018. The warrant prescribed a formula to determine
the price per share at the time of exercise. If all the amounts under the note were advanced and converted and the full warrant
was exercised, the Company would have owned 60% of the outstanding common stock of Shoreline. The note was executed simultaneously
with a Master Services Agreement that details the parameters under which the Company and Shoreline would have fulfilled orders
from Shoreline’s primary customer. On July 31, 2012, the Company advanced $375,000 under the note and an additional $375,000
on August 1, 2012. The purpose of the loan was to fund startup expenses and to prepay initial orders. On February 19, 2013, the
Company received $50,000 from Shoreline and, on February 22, 2013, the Company received an additional $200,000 from Shoreline as
a partial repayment of their loan. On March 27, 2013, the Company reached an agreement to terminate its relationship with Shoreline.
At closing, the Company received an additional $225,000 as a partial repayment of the loan in connection with the termination of
all agreements with Shoreline. The promissory note bears interest at the rate of 6% and is guaranteed by Shoreline Memory, Inc.,
Shoreline Capital Management Ltd and Trevor Folk. All agreements with Shoreline have been terminated with the exception of the
amended and restated promissory note. The remaining $275,000 was scheduled to be repaid in accordance with the amended and restated
promissory note on July 31, 2013. Shoreline Memory defaulted on the note. The Company set up an allowance for the total $275,000
balance remaining on the amended and restated promissory note at July 31, 2013. During the quarter ended October 31, 2013 the Company
agreed to settle the amount due on the defaulted note for approximately $162,000. The funds were received in escrow on October
31, 2013 and forwarded to the Company on November 1, 2013.

15







On November 6, 2013, the Company entered
into a new financing agreement (the “Financing Agreement”) with Rosenthal & Rosenthal, Inc. to replace an existing
loan agreement. The Financing Agreement provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The loans
under the Financing Agreement mature on November 30, 2016 unless such Financing Agreement is either earlier terminated or renewed.
Loans outstanding under the Financing Agreement bear interest at a rate of the Prime Rate (as defined in the Financing Agreement)
plus 3.25% (the “Effective Rate”) or on Over-advances (as defined in the Financing Agreement), if any, at a rate of
the Effective Rate plus 3%. The Financing Agreement contains other financial and restrictive covenants, including, among others,
covenants limiting our ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition
transactions and declare or make dividends. Borrowings under the Financing Agreement are collateralized by substantially all the
assets of the Company. On April 29, 2014, the Company entered into an amendment (the "Amendment") to the Financing Agreement.
The Amendment provides for advances against inventory balances based on prescribed formulas of raw materials and finished goods.
The maximum borrowing capacity remains at $3,500,000. Borrowings at January 31, 2015 totaled approximately $2,461,000 and there
was approximately $142,000 of additional availability on that date.

On July 15, 2014, the Company entered
into the Purchase Agreement governing the issuance of $750,000 aggregate principal amount of Bridge Notes and Bridge Warrants.
The Bridge Notes and Bridge Warrants were issued on July 15, 2014.  The Company issued $600,000 aggregate principal amount
of the Bridge Notes to certain Institutional investors and $150,000 aggregate principal amount of the Bridge Notes to certain members
of Management. The Bridge Notes, the initial maturity date of which was October 15, 2014 (which was subject to a three-month extension
at the option of the holders that occurred; see below), are convertible into shares of the Company’s common stock. The initial
conversion price for Institutional Investors is $2.50 per share (which was subsequently reduced; see below), and the initial conversion
price for Management is equal to the closing price of the Company’s common stock on the closing date of the Purchase Agreement,
$2.94. The Bridge Notes are secured obligations of the Company and bear interest at a rate of 8% per year. The Bridge Warrants
are exercisable for five years after the closing date of the Purchase Agreement, or July 15, 2019. For each $1,000 of principal
amount of Bridge Notes, the holder received 1,200 Bridge Warrants, each exercisable for the purchase of one share of the Company’s
common stock. Each holder is entitled to exercise one-third of all Bridge Warrants received at an exercise price of $3.00, one-third
of all Bridge Warrants received at an exercise price of $3.50, and one-third of all Bridge Warrants received at an exercise price
that is equal to the closing price on the closing date of the Purchase Agreement, $2.94. Pursuant to the terms of the Purchase
Agreement, the Company has agreed to register for re-sale the shares underlying the Bridge Notes and the Bridge Warrants.

On October 15, 2014, the original maturity
date of the Bridge Notes, the maturity date of the Bridge Notes was extended to January 15, 2015 for all holders of the Bridge
Notes. On November 17, 2014 the Company closed the sale of 600,000 shares of its Series A Stock, which resulted in the reduction
of the conversion price of the Bridge Notes held by the institutional investors to $2.00 from $2.50 to equal the conversion price
of the Series A Preferred Stock (see below). In addition, two additional 90-day extensions were provided to the institutional investors,
which could extend the final maturity date to July 15, 2015. The extensions expired on January 15, 2015 and at the quarter ended
January 31, 2015 the Bridge Notes were in default. The Company paid off approximately $42,500 of the notes and received extensions
from all Bridge note holders except for one holder of an $80,000 Bridge Note, which extend the maturity date to July 15, 2015 from
the Bridge Note holders prior to this filing. The Company continues to accrue interest on the Bridges Notes. In the event the Bridge
Notes are converted to equity, their incremental fair value will be recognized in the consolidated statement of operations. The
Company has also advised Rosenthal and Rosenthal, Inc. of the default on the Bridge Notes which is a default under our finance
agreement.

The pricing model the Company used for
determining fair values of the Bridge Warrants is the Black-Scholes Pricing Model. The model uses market-sourced inputs such as
interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.26% is based on the rate
of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Bridge Warrants. Expected dividend yield
assumes the current dividend rate of zero. Expected volatility of approximately 100% was calculated using the daily closing price
over a five-year period of the Company’s Common Stock.

16







The value of the Bridge Warrants was
derived and used as a basis to allocate the proceeds received between the Bridge Warrants and Bridge Notes. The proportionate value
ascribed to the Bridge Warrants amounted to approximately $562,000 and was reflected as a discount on notes payable. Further the
Company estimated a value of beneficial conversion feature of approximately $188,000 (limited to the amount of proceeds allocated
to the notes payable) and reflected such as an additional discount on the bridge notes. The discount on notes payable is being
amortized using the straight line amortization over ninety days. This resulted in a non-cash interest charge of approximately $617,000
in the quarter ended October 31, 2014 and approximately $133,000 in this year’s fiscal first quarter ended July 31, 2014.

(9) Sales of Securities



On May 11, 2011, the Company and certain investors
entered into a securities purchase agreement in connection with a registered direct offering, pursuant to which the Company agreed
to sell an aggregate of 295,833 shares of its Common Stock and warrants to purchase a total of 221,875 shares of its Common Stock
to such investors for aggregate net proceeds of approximately $2,998,000. The Common Stock and warrants were sold in fixed combinations,
with each combination consisting of one share of Common Stock and 0.75 of one warrant, with each whole warrant exercisable for
one share of Common Stock. The purchase price was $11.28 per fixed combination. The warrants became exercisable six months and
one day following the closing date of the offering and will remain exercisable for five years thereafter at an exercise price of
$13.56 per share. The exercise price of the warrants is subject to adjustment in the case of stock splits, stock dividends, combinations
of shares and similar recapitalization transactions. The exercisability of the warrants may be limited if, upon exercise, the holder
or any of its affiliates would beneficially own more than 4.99% of the Common Stock. After the one year anniversary of the initial
exercise date of the warrants, the Company had the right to call the warrants for cancellation for $.006 per warrant in the event
that the volume weighted average price of the Common Stock for 20 consecutive trading days exceeds $27.12.



On September 18, 2013, the Company and
certain investors entered into a securities purchase agreement in connection with the offering, pursuant to which the Company agreed
to sell an aggregate of 350,931 shares of its common stock and warrants to purchase a total of 350,931 shares of its common stock
to such investors for aggregate net proceeds, after deducting fees to the Placement Agent and other estimated offering expenses
payable by the Company, of approximately $807,000. The common stock and warrants were sold in fixed combinations, with each combination
consisting of one share of common stock and one warrant, with each warrant exercisable for one share of common stock. The purchase
price was $2.30 per fixed combination. On September 23, 2013 the offering of 350,000 shares and warrants was closed with net proceeds
to the Company of approximately $695,491 after accounting for all expenses of the offering. The exercise price of the warrants
is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially
own more than 4.99% of the Common Stock. After the one year anniversary of the initial exercise date of the warrants, the Company
had the right to call the warrants for cancellation for $.001 per share in the event that the volume weighted average price of
the Common Stock for 20 consecutive trading days exceeds $10.00.



On March 20, 2014, the Company
and certain investors entered into a common stock purchase agreement in connection with the offering, pursuant to which the Company
agreed to sell an aggregate of 219,754 shares of its common stock to such investors for aggregate proceeds, after deducting fees
to the Placement Agent and other estimated offering expenses payable by the Company, of approximately $559,000. The purchase price
was $3.00 per share.



On March 20, 2014, holders of warrants
issued in connection with the sale of common stock on September 18, 2013, exercised 86,100 of those warrants at the exercise price
of $3.50 per share resulting in net proceeds of approximately $306,350. The exercise of these warrants resulted in the issuance
of 86,100 shares of the Company’s common stock.

17







The pricing model the Company used for
determining fair values of the warrants is the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest
rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.26% is based on the rate of U.S Treasury
zero-coupon issues with a remaining term equal to the expected life of the Warrants. Expected dividend yield assumes the current
dividend rate of zero. Expected volatility of approximately 100% was calculated using the daily closing price over a five year
period of the Company’s Common Stock.



The value of the
warrants was derived and used as a basis to allocate the proceeds received between the warrants and bridge notes. The proportionate
value ascribed to the warrants amounted to approximately $562,000 and was reflected as a discount on notes payable. Further the
Company estimated a value of beneficial conversion feature of approximately $188,000 (limited to the amount of proceeds allocated
to the notes payable) and reflected such as an additional discount on the bridge notes. The discount on notes payable is being
amortized using the straight line amortization over ninety days. This resulted in a non-cash interest charge of approximately $617,000
in the quarter ended October 31, 2014 and approximately $133,000 in this year’s fiscal first quarter ended July 31, 2014.



On November 17, 2014, the Company completed
a private placement of 600,000 shares of its Series A Stock together with the Preferred Warrants to purchase shares of its common
stock at a price of $5.00 per share, in accordance with the Series A Preferred Stock Purchase Agreement dated October 20, 2014
(the “Purchase Agreement”). The net proceeds to the Company from the sale of the Series A Stock and Preferred Warrants,
after deducting the estimated offering expenses incurred by the Company were approximately $2,697,000.



At any time from November 17, 2014,
and prior to October 20, 2019 (the “Put/Call Exercise Period”), the investors may exercise a right to purchase and
require the Company to sell up to an additional 700,000 shares of Series A Stock. If the investors have not exercised this right
during the Put/Call Exercise Period, the Company may exercise a right to cause and require the investors to purchase up to an additional
700,000 shares of Series A Stock, for an aggregate purchase price of $3,500,000. Neither party can refuse the put or call. If the
maximum additional shares are sold/purchased, the gross proceeds to the Company would be $3,500,000.

Holders of the Series A Stock shall
initially have the right to convert such shares of Series A Stock into the number of authorized but previously unissued shares
of the Company’s common stock obtained by dividing the stated value of each share of Series A ($5.00) by $2.00. For each
share of Series A Stock, the investors will receive 2.5 Preferred Warrants to purchase the Company’s common stock at an exercise
price of $2.50 per share. The Preferred Warrants are exercisable immediately for a period of five years from the date of closing.
The exercise price of the Preferred Warrants is subject to adjustments in the case of stock splits, stock dividends, combinations
of shares and similar recapitalization transactions. The exercisability of the Preferred Warrants may be limited if upon exercise,
the warrant holder or any of its affiliates would beneficially own more than 4.99% of the Company’s Common Stock.



The Holders of the Series A Stock will
receive preferential cumulative dividends at the rate of 8% per annum (equivalent to a fixed annual payment of $0.40 per share).
The dividends are payable in shares of common stock and shall be valued at the weighted average price of the Company’s common
stock over the ten (10) consecutive trading days ended on the second trading day immediately before the payment date. As of January
1, 2015, the Company was in the process of issuing approximately 27,500 shares in settlement of the first dividend payment. The
value of these shares is therefore presented on the consolidated balance sheets as Shares to be issued.



The company also issued 182,500 common shares
and 90,000 warrants for common shares in exchange for professional services and fees related to the sale of the Series A Stock.
The fair value of the warrants is recorded as a simultaneous increase and decrease to additional paid in capital and is therefore
not presented on the consolidated statement of stockholders’ equity. The fair value of the common shares is presented as
a charge to APIC, with a corresponding increase to common stock related to the par value of the shares issued. The proceeds from
the private placement were allocated between the Series A Stock, warrants and the put/call feature based upon their relative fair
values. The fair value of the preferred stock was determined utilizing the ‘as converted’ method as the prominent feature
driving the value of the instrument was deemed to be underlying value of the common stock to which the instrument was convertible
into.

18







Fair value of the warrants was determined using
the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and
volatilities. The risk-free interest rate used of 1.64% is based on the rate of U.S Treasury zero-coupon issues with a remaining
term equal to the expected life of the Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility
of approximately 93% was calculated using the daily closing price over a five year period of the Company’s Common Stock.
The warrants have a strike price of $2.50 and are exercisable for a period of 5 years.



Fair value of the put and call was determined
using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices
and volatilities. The risk-free interest rate used of 1.64% is based on the rate of U.S Treasury zero-coupon issues with a remaining
term equal to the expected life of the Put/Call. Expected dividend yield assumes the contracted rate of 8%. Expected volatility
of approximately 93% was calculated using the daily closing price over a five year period of the Company’s Common Stock.
The Put/Call has a strike price of $5.00 and are exercisable for a period of approximately 5 years. The fair value of the underlying
preferred shares was based on the as converted value of the underlying common shares which was approximately $5.58 as of the issuance
date.



Post allocation of proceeds, the Company evaluated
the embedded conversion feature within the Series A stock and determined that based upon its effective conversion rate that a beneficial
conversion feature existed and required recognition. Such beneficial conversion feature was measured as the intrinsic value between
the market price of the common stock on the commitment date and the effective conversion rate of the instrument and amounted to
$1,568,000. Given the Preferred A Stock does not have a stated redemption date, this entire discount was immediately recognized
as a non-cash dividend. Such dividend was recognized as a reduction to additional paid in capital due to the retained deficit position
of the company. Accordingly, the recognition of the beneficial conversion feature resulted in a simultaneous increase and decrease
to APIC for $1,568,000 and is therefore not presented on the consolidated statement of stockholders’ equity.



(10) Future Minimum lease payments



Future minimum lease payments under non-cancelable
operating leases (with initial or remaining lease terms in excess of one year) as of April 30, 2014 are as follows:



|Year ending April 30: |  | Non-Related  Party |         |  | Related  Party |   |         | Total | 
|--------------------- |  | ------------------ | ------- |  | -------------- | - | ------- | ----- | 
|                      |  |                    |         |  |                |   |         |       | 
|2015                  |  | $                  | 301,000 |  |                | $ | 90,000  |       | 
|2016                  |  |                    | 293,000 |  |                |   | 90,000  |       | 
|2017                  |  |                    | 68,000  |  |                |   | 90,000  |       | 
|2018                  |  |                    | —       |  |                |   | 90,000  |       | 
|2019                  |  |                    | —       |  |                |   | 45,000  |       | 
|Thereafter            |  |                    | —       |  |                |   | —       |       | 
|Total                 |  | $                  | 662,000 |  |                | $ | 405,000 |       | 



(11) Financial Information by Geographic
Location



The Company currently operates in one business
segment which develops, manufactures and markets a variety of memory systems for use with network servers and workstations which
are manufactured by various companies. Revenues for the three and nine months ended January 31, 2015 and 2014 by geographic region
are as follows:



19







|                                        |  | Three months  ended January 31, 2015 |           |  | Nine months  ended January 31, 2015 |  
|--------------------------------------- |  | ------------------------------------ | --------- |  | ----------------------------------- | -
|United States                           |  | $                                    | 6,913,663 |  |                                     | $
|Europe                                  |  |                                      | 1,017,452 |  |                                     |  
|Other (principally Asia Pacific Region) |  |                                      | 119,442   |  |                                     |  
|Consolidated                            |  | $                                    | 8,050,557 |  |                                     | $



|                                        |  | Three months  ended January 31, 2014 |           |  | Nine months  ended January 31, 2014 |  
|--------------------------------------- |  | ------------------------------------ | --------- |  | ----------------------------------- | -
|United States                           |  | $                                    | 6,246,904 |  |                                     | $
|Europe                                  |  |                                      | 830,553   |  |                                     |  
|Other (principally Asia Pacific Region) |  |                                      | 563,622   |  |                                     |  
|Consolidated                            |  | $                                    | 7,641,079 |  |                                     | $



(12) Recently Adopted Accounting Guidance



In May 2014, the Financial Accounting Standards
Board issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers”.  The purpose
of this new standard is to clarify the principles for recognizing revenue so that it can be applied consistently across various
transactions, industries and capital markets.  We have not completed our assessment of ASU No. 2014-09.



(13) Concentration of Credit Risk



Financial instruments that potentially subject
the Company to concentration of credit risk consist primarily of cash and cash equivalents, trade receivables and note receivable.
At January 31, 2015 the Company had one customer that represented approximately 17% of accounts receivable. The Company maintains
its cash and cash equivalents in financial institutions and brokerage accounts. To the extent that such deposits exceed the maximum
insurance levels, they are uninsured. In regard to trade receivables, the Company performs ongoing evaluations of its customers'
financial condition as well as general economic conditions and, generally, requires no collateral from its customers.



(14) Subsequent Events



On February 2, 2015, the Company completed
a private placement of 26,600 shares of its Series A Stock (“Series together with Preferred Warrants to purchase shares of
its common stock at a price of $5.00 per share, in accordance with the Series A Preferred Stock Purchase Agreement dated October
20, 2014 (the “Purchase Agreement”). The net proceeds to the Company from the sale of the Series A Stock and Preferred
Warrant were approximately $133,000.



On February 2, 2015, the Company
issued and sold an aggregate of 183,000 restricted shares of its common stock at a price of $2.00 per share and five-year warrants
to purchase and additional 183,000 shares with an exercise price of $2.50 per share, of which 50,000 shares were purchased by David
A Moylan the Company’s CEO. The net proceeds to the Company from the sale of the restricted common stock and warrants (exclusive
of any exercise thereof) were approximately $366,000.



On February 4, 2015, Dataram Corporation (the
“Company” or “we”) received a letter dated February 4, 2015, from the Listing Qualifications Department
of The NASDAQ Stock Market LLC (“NASDAQ”) notifying us that we no longer comply with NASDAQ’s audit committee
requirements as set forth in listing Rule 5605. Such Rule requires that our Audit Committee have a minimum of three members, each
of whom is an independent director.  Concurrently with our appointment of David A. Moylan as interim President and CEO, he
resigned his position as a member of our Audit Committee. As a result, our Audit Committee currently has two members, each of whom
is an independent director – Michael E. Markulec and Richard D. Butler Jr.



20







ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The Business
section and other parts of this Quarterly Report on Form 10Q (“Form 10-Q”) contain forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking
statements are located in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement
that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such
as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,”
“plans,” “predicts,” “will,” “would,” “could,” “can,” “may,”
and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may
differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include,
but are not limited to, those discussed in Part I, Item 1A described in the Company’s most recent Annual Report on Form 10-K
under the heading “Risk Factors filed with the Securities and Exchange Commission which can be reviewed at http://www.sec.gov.
The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.



Executive Overview



Dataram Corporation (the “Company”)
is a developer, manufacturer and marketer of large capacity memory products primarily used in high-performance network servers
and workstations. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory
for leading brands including Dell, HP, IBM and Sun Microsystems as well as a line of memory products for Intel and AMD motherboard
based servers. In addition the Company develops and markets proprietary software.



The Company’s memory products are sold
worldwide to OEMs, distributors, value-added resellers and end-users. The Company has one leased manufacturing facility in the
United States with sales offices in the United States, Europe and Japan.



The Company is an independent memory manufacturer
specializing in high-capacity memory and competes with several other large independent memory manufacturers as well as the OEMs
mentioned above. The primary raw material used in producing memory boards is dynamic random access memory (DRAM) chips. The purchase
cost of DRAMs is the largest single component of the total cost of a finished memory board. Consequently, average selling prices
for computer memory boards are significantly dependent on the pricing and availability of DRAM chips.



In fiscal 2009, the Company acquired certain
assets of Micro Memory Bank, Inc. ("MMB"), a privately held corporation. MMB is a manufacturer of legacy to advanced
solutions in laptop, desktop and server memory products. The acquisition expanded the Company's memory product offerings and routes
to market. Its products include memory upgrades for IBM, Sun Microsystems, HP and Compaq Computer Corporation (“Compaq”)
computer systems. MMB also markets and sells new and refurbished factory original memory upgrades manufactured by IBM, Sun Microsystems,
HP and Compaq as well as factory original modules manufactured by Micron Technology, Inc. (“Micron”), SK Hynix Inc.
(“Hynix”), Samsung, Elpida Memory, Inc. (“Elpida”) and Nanya Technology Corporation (“Nanya”),
and purchases excess memory inventory from other parties as well.



The Company was incorporated in New Jersey
in 1967 and made its initial public offering in 1968. Its common stock, $1 par value (the "Common Stock") was listed
for trading on the American Stock Exchange in 1981. In 2000 the Company changed its listing to the NASDAQ National Market (now
The NASDAQ Stock Market) where its stock trades under the symbol "DRAM." The Company's principal executive office is
located at 777 Alexander Park, Princeton, New Jersey 08540, its telephone number is (609) 799-0071, its fax number is (609) 799-6734
and its website is located at http://www.dataram.com. Proxy Statements on schedule 14A, Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments thereto, are available on the Company’s website
free of charge.





21





Liquidity and Capital Resources



The Company's financial
statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the
United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities in the normal course of business. For the fiscal years ended April 30, 2014, 2013 and 2012, the Company
incurred losses in the amounts of approximately $2,609,000, $4,625,000 and $3,259,000, respectively. Net cash used in operating
activities totaled approximately $1,554,000, $3,882,000 and $1,218,000 for the fiscal years ended April 30, 2014, 2013 and 2012,
respectively. In the nine months ended January 31, 2015 the Company incurred losses of approximately $2,935,000 and used net cash
in operations totaled approximately $2,356,000.



On October 15, 2014, the original maturity
date of the Bridge Notes, the Bridge Notes were extended to January 15, 2015 for all holders of the Bridge Notes. On November 17,
2014 the Company closed the sale of 600,000 shares of its Series A Preferred Stock (the “Series A Stock”), which together
the waiver and consent agreement, resulted in the reduction of the conversion price of the Bridge Notes held by the Institutional
Investors to $2.00 from $2.50 to equal the conversion price of the Series A Preferred Stock (see below). In addition, two additional
90-day extensions were provided to the institutional investors, which could extend the final maturity date to July 15, 2015. The
extensions expired on January 15, 2015 and at the quarter ended January 31, 2015 the Bridge Notes were in default. The Company
paid off approximately $42,500 of the notes and received extensions from all Bridge note holders except for one holder of an $80,000
Bridge Note, which extend the maturity date to July 15, 2015 from the Bridge Note holders prior to this filing. The Company continues
to accrue interest on the Bridges Notes. In the event the Bridge Notes are converted to equity, their incremental fair value will
be recognized in the consolidated statement of operations. The Company has also advised Rosenthal and Rosenthal, Inc. of the default
on the Bridge Notes which is a default under our finance agreement.

As disclosed above, On November 17, 2014 the
company completed a private placement of 600,000 shares of its Series A Stock together with Preferred Warrants to purchase shares
of its Common Stock at a price of $5.00 per share. The net proceeds to the Company from the sale of the Series A Stock and Preferred
Warrant, after deducting the estimated offering expenses incurred by the Company were approximately $2,697,000.



At any time from November 17, 2014,
the date of Closing, and prior to October 20, 2019 (the “Put/Call Exercise Period”), the investors may exercise a right
to purchase and require the Company to sell up to an additional 700,000 shares of Series A Stock. If the investors have not exercised
this right during the Put/Call Exercise Period, the Company may exercise a right to cause and require the investors to purchase
up to an additional 700,000 shares of Series A Stock, for an aggregate purchase price of $3,500,000.



If current and projected revenue growth does
not meet estimates, the Company may call upon the remaining Series A Stock available for sale. There are currently 620,200 Series
A Shares available for call by the Company at $5.00 per share.



As of January 31, 2015, cash and cash equivalents
amounted to approximately $446,000 and working capital of approximately $896,000, reflecting a current ratio of 1.2 to 1 as of
January 31, 2015. This compares to cash and cash equivalents of approximately $258,000 and working capital of approximately $882,000,
reflecting a current ratio of 1.2 to 1 as of April 30, 2014.



During the nine months period ended January
31, 2015, net cash used in operating activities totaled approximately $2,356,000. Net loss in the period totaled approximately
$2,935,000 and included amortization of debt discount of approximately $750,000. On July 15, 2014, the Company entered into a Subordinated
Secured Convertible Bridge Note and Warrant Purchase Agreement more fully described in Note 8. In the quarter ended Stock-based
compensation expense of approximately $14,000 was recorded and depreciation and amortization expense of approximately $87,000.
Inventories decreased by approximately $23,000. Trade receivable decreased by approximately $766,000, primarily the result of timing
of payments from several of the Company’s largest customers. Accounts payable increased by approximately $165,000. Accrued
liabilities decreased by approximately $676,000, of which $225,000 was the result of a legal settlement that was accrued in fiscal
2014 and paid in full in the first six months of fiscal 2015. In the quarter ended January 31, 2015 the Company changed the employee
vacation policy resulting in approximately $166,000 reduction in accrued expense. The Company has also reduced employee compensation
related accrued expenses by approximately $125,000. Other current assets increased by approximately $200,000, primarily the result
of prepaid material purchases to be used to fulfill customer requirements.





22





Net cash used in investing activities totaled
approximately $394,000, primarily the result of capitalizing software development costs. On May 1, 2014, the Company determined
that technological feasibility for Intelligent Caching Software product was established, and development costs subsequent to that
date totaling approximately $365,000 have been capitalized. In December 2014 the Company suspended development of the software
product. Prior to May 1, 2014, the Company expensed all development costs related to this product line. The company also purchased
$29,000 of property and equipment.



Net cash provided by financing activities totaled
approximately $2,939,000 for the nine month period ended January 31, 2015 and consisted of proceeds of $750,000 from the aforementioned
Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement. The Company also recorded net proceeds of approximately
$2,697,000 from the aforementioned private placement of 600,000 shares of its Series A Stock together with Warrants to purchase
shares of its Common Stock. The Company also paid down approximately $509,000 of its bank revolving credit line.



As of October 31, 2013, the Company entered
into an agreement with Mr. Sheerr to leaseback the equipment and furniture that was sold to Mr. Sheerr on October 31, 2013. The
lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease.
The Company has an option to extend the lease for an additional two year period. The transactions described have been accounted
for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately $139,000,
which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the remaining
approximately $322,000 in proportion to the related gross rental charged to expense over the term of the lease, 60 months. The
current portion of $72,000 deferred gain was reflected in accrued liabilities and the long-term portion of $250,000 is reflected
in other liabilities – long-term in the consolidated balance sheet as of April 30, 2014. The current portion of $72,000 deferred
gain is reflected in accrued liabilities and the long-term portion of $197,000 is reflected in other liabilities – long-term
in the consolidated balance sheet as of January 31, 2015.



On July 30, 2012, a Convertible Senior Promissory
Note was executed by and between Shoreline Memory, Inc. (“Shoreline”) and the Company whereby the Company could lend
up to $1,500,000 to Shoreline in exchange for interest payments at prime plus 3.0% and the right to convert the amount outstanding
into Common Stock of Shoreline on or before its maturity date. Each time the Company advanced money under the note, the Company
was granted 1% of the outstanding Common Stock of Shoreline for every $100,000 advanced up to a maximum of 15%. This was in addition
to the 15% allowable under the conversion of the note and the warrant to acquire 30% of Shoreline Common Stock. The conversion
is at the rate of 1% of the outstanding Common Stock for each $100,000 converted up to a maximum of 15%. This note had a maturity
date of three years and at such time Shoreline would have had to repay the note or the Company would have had to convert the note
into Common Stock. The note was secured by all the assets of Shoreline and Shoreline Capital Management Ltd. (“Shoreline
Capital”) as guarantor. Also executed with the note was a warrant to purchase 30% of the outstanding Common Stock of Shoreline
at the time of exercise and the warrant expires sixty days after the third anniversary of the closing of the transaction. The
warrant prescribed a formula to determine the price per share at the time of exercise. If all the amounts under the note were
advanced and converted and the full warrant was exercised, the Company would have owned 60% of the outstanding Common Stock of
Shoreline. The note was executed simultaneously with a Master Services Agreement which details the parameters under which the
Company and Shoreline would have fulfilled orders from Shoreline’s primary customer. On July 31, 2012, the Company advanced
$375,000 under the note and an additional $375,000 on August 1, 2012. The purpose of the loan was to fund startup expenses and
to prepay initial orders. On February 19, 2013, the Company received $50,000 from Shoreline and, on February 22, 2013, the Company
received an additional $200,000 from Shoreline as a partial repayment of their loan. On March 27, 2013, the Company reached an
agreement to terminate its relationship with Shoreline. At closing, the Company received an additional $225,000 as a partial repayment
of the loan in connection with the termination of all agreements with Shoreline. The promissory note bears interest at the rate
of 6% and is guaranteed by Shoreline Memory, Inc., Shoreline Capital Management Ltd and Trevor Folk. All agreements with Shoreline
have been terminated with the exception of the amended and restated promissory note. The remaining $275,000 was scheduled to be
repaid in accordance with the amended and restated promissory note on July 31, 2013. Shoreline Memory defaulted on the note. The
Company set up an allowance for the total $275,000 balance remaining on the amended and restated promissory note at July 31, 2013.
During the quarter ended October 31, 2014 the Company agreed to settle the amount due on the defaulted note for approximately
$162,000. The funds were received in escrow on October 31, 2013 and forwarded to the Company on November 1, 2013.





23





On November 6, 2013, the Company entered
into a new financing agreement (the “Financing Agreement”) with Rosenthal & Rosenthal, Inc. to replace an existing
loan agreement. The Financing Agreement provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The loans
under the Financing Agreement mature on November 30, 2016 unless such Financing Agreement is either earlier terminated or renewed.
Loans outstanding under the Financing Agreement bear interest at a rate of the Prime Rate (as defined in the Financing Agreement)
plus 3.25% (the “Effective Rate”) or on Over-advances (as defined in the Financing Agreement), if any, at a rate of
the Effective Rate plus 3%. The Financing Agreement contains other financial and restrictive covenants, including, among others,
covenants limiting our ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition
transactions and declare or make dividends. Borrowings under the Financing Agreement are collateralized by substantially all the
assets of the Company. On April 29, 2014, the Company entered into an amendment (the "Amendment") to the Financing Agreement.
The Amendment provides for advances against inventory balances based on prescribed formulas of raw materials and finished goods.
The maximum borrowing capacity remains at $3,500,000. Borrowings at January 31, 2015 totaled approximately $2,461,000 and there
was approximately $142,000 of additional availability on that date.



Future minimum lease payments under non-cancelable
operating leases (with initial or remaining lease terms in excess of one year) as of April 30, 2014 are as follows:



|Year ending April 30: |  | Non-Related  Party |         |  | Related  Party |   |         | Total | 
|--------------------- |  | ------------------ | ------- |  | -------------- | - | ------- | ----- | 
|                      |  |                    |         |  |                |   |         |       | 
|2015                  |  | $                  | 301,000 |  |                | $ | 90,000  |       | 
|2016                  |  |                    | 293,000 |  |                |   | 90,000  |       | 
|2017                  |  |                    | 68,000  |  |                |   | 90,000  |       | 
|2018                  |  |                    | —       |  |                |   | 90,000  |       | 
|2019                  |  |                    | —       |  |                |   | 45,000  |       | 
|Thereafter            |  |                    | —       |  |                |   | —       |       | 
|Total                 |  | $                  | 662,000 |  |                | $ | 405,000 |       | 



The Company has no other material commitments.



Results of Operations



Revenues for the three-month period ended January
31, 2015 were $8,051,000 compared to revenues of $7,641,000 for the comparable prior year period, an increase of approximate 5%.
Revenues for the first nine months of the current fiscal year were $22,655,000 compared to revenues of $22,418,000 for the comparable
prior year period. The decline in average selling price of approximately 5% for the nine months ended January 31, 2015 was offset
by an increase volume of approximately 6% from the comparable prior year period.



Cost of sales for the three and nine months
ended January 31, 2015 were $6,845,000 and $19,194,000, respectively versus $6,223,000 and $17,869,000, respectively in the prior
year comparable periods. Cost of sales as a percentage of revenues for the three and nine months ended January 31, 2015 were 85%
of revenues, versus 81% and 80% of revenues, respectively for the same respective prior year periods. Working capital constraints
have negatively impacted the Company’s ability to take advantage of strategic inventory purchases and as a result increased
our material cost as a percentage of revenues.



Engineering expense for the three and nine
months ended January 31, 2015 were approximately $258,000 and $575,000, respectively, compared to $304,000 and $923,000 for the
same respective prior year periods. The Company has been developing computer software for its storage caching product line. On
May 1, 2014, the Company determined that technological feasibility for the product was established, and development costs subsequent
to that date totaling approximately $365,000 have been capitalized. During the Quarter ended October 31, 2014 the company capitalized
approximately $223,000 of development expense. In the Quarter ended July 31, 2014 the Company capitalized approximately $142,000
of development expense. In December 2014 the Company suspended development of the software product. Prior to May 1, 2014, the Company
expensed all development costs related to this product line.





24





Selling, general and administrative (S,G&A)
expense for the three and nine month period ended January 31, 2015 totaled $1,537,000 and $4,848,000, respectively, compared to
$1,910,000 and $5,580,000 for the same prior year periods. The decrease in this year’s third quarter and nine month SG&A
expense of approximately $373,000 and $732,000, respectively, is primarily the result of reduced sales and marketing cost as the
Company continues to focus on reducing expenses. Approximately $126,000 of reduced expense for the three and nine months ended
January 31, 2015 is the aforementioned change in the Company’s employee vacation policy.



Other income (expense), net for the three
and nine month period ended January 31, 2015 totaled $78,000 and $970,000 of expense, respectively, compared to expense of $69,000
and $233,000, for the same prior year periods.  Other expense in the three month period ended January 31, 2015 consisted
of primarily $68,000 of interest expense and approximately $10,000 of foreign currency transaction losses, primarily as a result
of the EURO weakening relative to the US dollar. For the nine month period ended January 31, 2015 other expense of approximately
$970,000 consisted of primarily $945,000 of interest expense and approximately $25,000 of foreign currency transaction losses,
primarily as a result of the EURO weakening relative to the US dollar. The interest expense recorded in the nine months ended
January 31, 2015 includes a non cash interest charge of approximately $750,000 recorded for the amortization of debt discount
as a result of the issuance of the subordinated convertible notes and interest expense of approximately $195,000 on the Company’s
revolving bank credit line. For the nine month period ended January 31, 2014 other expense of $233,000, consisted of interest
expense of approximately $246,000 and approximately $13,000 of foreign currency transaction gains, primarily as a result of the
EURO strengthening relative to the US dollar.



Critical Accounting Policies



During December 2001, the Securities and Exchange
Commission (“SEC”) published a Commission Statement in the form of Financial Reporting Release No. 60 which encouraged
that all registrants discuss their most “critical accounting policies” in management’s discussion and analysis
of financial condition and results of operations. The SEC has defined critical accounting policies as those that are both important
to the portrayal of a company’s financial condition and results, and that require management’s most difficult, subjective
or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
While the Company’s significant accounting policies are summarized in Note 1 of notes to consolidated financial statements
included in this Annual Report, management believes the following accounting policies to be critical:



Revenue Recognition - Revenue is recognized
when title passes upon shipment of goods to customers. The Company’s revenue earning activities involve delivering or producing
goods. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has
occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level
of sales returns and allowances for which the Company accrues a reserve at the time of sale in accordance with the Revenue Recognition
– Right of Return Topic of the FASB ASC. Estimated warranty costs are accrued by management upon product shipment based on
an estimate of future warranty claims.



Research and development costs are expensed
as incurred, including Company-sponsored research and development and costs of patents and other intellectual property that have
no alternative future use when acquired and in which we had an uncertainty in receiving future economic benefits. Development costs
of a computer software product to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s
technological feasibility has been established and ending when a product is available for general release to customers. Technological
feasibility of a computer software product is established when all planning, designing, coding and testing activities that are
necessary to establish that the product can be produced to meet its design specifications (including functions, features and technical
performance requirements) are completed.



Foreign exchange gains and losses arising from
the settlement of monetary items or from the translation of exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the profit and loss for the period.



The Company has been developing computer software
for its storage caching product line. On May 1, 2014, the Company determined that technological feasibility for the product was
established, and development costs subsequent to that date totaling approximately $365,000 have been capitalized. In December 2014
the Company suspended development of the software product. Prior to May 1, 2014, the Company expensed all development costs related
to this product line.

25







Income Taxes - The Company utilizes the asset
and liability method of accounting for income taxes in accordance with the provisions of the Expenses – Income Taxes Topic
of the FASB ASC. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of the
deferred income tax assets will not be realized. The Company considers certain tax planning strategies in its assessment as to
the recoverability of its tax assets. Deferred income tax assets and liabilities are measured using enacted tax rates in effect
for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets
and liabilities of a change in tax rates is recognized in earnings in the period that the tax rate changes. The Company recognizes,
in its consolidated financial statements, the impact of a tax position, if that position is more likely than not to be sustained
on audit, based on technical merits of the position. There are no material unrecognized tax positions in the financial statements.



The carrying value of goodwill of approximately
$1,084,000 is not amortized, but is tested annually as of March 31, the annual anniversary of the acquisition, as well as whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable using a two-step process. In the quarter
ended January 31, 2015, and April 30, 2014 the Company concluded that no impairment of is required.



Warrants
–The pricing model the Company uses for determining fair values for warrants is the Black-Scholes Pricing Model. Valuations
derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs
such as interest rates, market prices and volatilities.



Use
of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
including deferred income tax asset valuation allowances and certain other reserves and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates
and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in
the period they are determined to be necessary. Some of the more significant estimates made by management include the allowance
for doubtful accounts and sales returns, inventory reserves, the deferred income tax asset valuation allowance and other operating
allowances and accruals. Actual results could differ from those estimates.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK



The Company does not invest in market risk
sensitive instruments. At times, the Company's cash equivalents consist of overnight deposits with banks and money market accounts.
The Company's objective in connection with its investment strategy is to maintain the security of its cash reserves without taking
market risk with principal.



The Company purchases and sells primarily in
U.S. dollars. The Company sells in foreign currency (primarily Euros) to a limited number of customers and as such incurs some
foreign currency risk. At any given time, approximately 5% to 25% of the Company’s accounts receivable is denominated in
currencies other than U.S. dollars. At present, the Company does not purchase forward contracts as hedging instruments, but could
do so as circumstances warrant.





ITEM 4. CONTROLS AND PROCEDURES



The Chief Executive Officer and Chief Accounting
Officer of the Company have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule
13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Accounting
Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control
over financial reporting during the quarter ended January 31, 2015 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



26





PART II: OTHER INFORMATION



Item 1. Legal
ProceEdinGS



We were party to litigation with the landlord
for the property previously leased by the Company in Ivyland, Pennsylvania, which we vacated at the expiration of the lease. The
case was commenced in the United States District Court for the Eastern District of Pennsylvania.  The landlord claimed that
the Company failed to restore the property to its original condition.  On July 30, 2013, the District Court Judge ruled that
the Company was required to restore the property to the condition that existed as of January 11, 2006, without making any factual
findings on the extent of the Company’s liability. However, in order to avoid further cost, resources and legal fees,
the Company agreed to settle this matter, which required three payments of $75,000 to be remitted to the landlord (i) on the signing
of the Settlement Agreement; (ii) within forty-five days of the Settlement Agreement; and (iii) within ninety days of
the Settlement Agreement.  The Company also agreed to relinquish its right to the $52,000 security deposit in the possession
of the landlord. The Company fully paid the $225,000 settlement as scheduled.



As disclosed in our Current Report on Form
8-K, filed with the Securities and Exchange Commission. on December 18, 2014, effective as of the close of business on December
17, 2014, we terminated our agreement with MPP Associates, Inc., pursuant to which Marc P. Palker had been providing CFO services
to us. In connection with such termination, MPP Associates and Mr. Palker have jointly retained counsel, who has communicated with
our special labor and employment counsel. On March 12, 2015, we received a copy of a complaint, styled Marc Palker, Complainant,
v. Dataram Corporation, Respondent, that Mr. Palker filed against us with the United States Department of Labor Occupational
Safety and Health Administration. As of the date of this Current Report, “OSHA” has not assigned a case number. Mr.
Palker alleges certain violations of the employee protection provisions of the Sarbanes-Oxley Act of 2002. We believe that his
allegations are fully without merit and will defend ourselves vigorously in this administrative proceeding.



Item 1A. Risk
Factors.



Additional Risk Factors



There have been no material changes to the
Risk Factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2014, other than the following:



ISAAC CAPITAL GROUP CAN ACCUMULATE A CONTROLLING
SHARE OF THE COMPANY AND THEREFORE DECIDE MATTERS SUBJECT TO FUTURE VOTES OF STOCKHOLDERS.



The Isaac Capital Group maintains a substantial
equity position in the Company and as a result of the sale of the Series A Preferred Stock, the Isaac group could accumulate in
excess of the 50% required to control stockholder votes requiring in excess of 50% of voting shares.



Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.



No reportable event.



Item 3. Defaults
upon Senior Securities.



As disclosed above, The Company issued
$600,000 aggregate principal amount of the Bridge Notes to certain Institutional Investors and $150,000 aggregate principal amount
of the Bridge Notes to certain members of Management. After certain extensions, to the Bridge Notes became due on January 15, 2015.
The extensions expired on January 15, 2015 and at the quarter ended January 31, 2015 the Bridge Notes were in default. The Company
paid off approximately $42,500 of the notes and received extensions from all Bridge note holders except for one holder of an $80,000
Bridge Note, which extend the maturity date to July 15, 2015 from the Bridge Note holders prior to this filing. The Company continues
to accrue interest on the Bridges Notes. In the event the Bridge Notes are converted to equity, their incremental fair value will
be recognized in the consolidated statement of operations. The Company has also advised Rosenthal and Rosenthal, Inc. of the default
on the Bridge Notes which is a default under our finance agreement.



27







Item 4. MINE SAFETY DISCLOSURES



No reportable event.



Item 5. Other
Information.



No reportable event.



Item 6. Exhibits.



|Exhibit No | Description                                                           
|---------- | ----------------------------------------------------------------------
|           |                                                                       
|           |                                                                       
|           |                                                                       
|31(a)*     | Rule 13a-14(a) Certification of David A. Moylan.                      
|           |                                                                       
|31(b)*     | Rule 13a-14(a) Certification of  Anthony M. Lougee.                   
|           |                                                                       
|32(a)**    | Section 1350 Certification of David A. Moylan (furnished not filed).  
|           |                                                                       
|32(b)**    | Section 1350 Certification of Anthony M. Lougee (furnished not filed).
|           |                                                                       
|101.INS*** | XBRL Instance Document.                                               
|           |                                                                       
|101.SCH*** | XBRL Taxonomy Extension Schema Document                               
|           |                                                                       
|101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase Document                 
|           |                                                                       
|101.DEF*** | XBRL Taxonomy Extension Definition Linkbase Document                  
|           |                                                                       
|101.LAB*** | XBRL Taxonomy Extension Label Linkbase Document                       
|           |                                                                       
|101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase Document                



* File herewith

** Furnished herewith

*** To be filed by amendment



28





Signatures



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



|                     | DATARAM CORPORATION
|-------------------- | -------------------
|                     |                    
|Date: March 20, 2015 | By:                
|                     |                    
|                     |                    
|                     |                    



29