0001171520-14-000787.txt : 20141203 0001171520-14-000787.hdr.sgml : 20141203 20141203170101 ACCESSION NUMBER: 0001171520-14-000787 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141202 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141203 DATE AS OF CHANGE: 20141203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATARAM CORP CENTRAL INDEX KEY: 0000027093 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 221831409 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08266 FILM NUMBER: 141264019 BUSINESS ADDRESS: STREET 1: P O BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6097990071 MAIL ADDRESS: STREET 1: PO BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543-7528 8-K 1 eps5973.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): December 2, 2014

 

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

 

New Jersey 1-8266 22-18314-09
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
     
     

 

Route 571, P.O. Box 7258, Princeton, New Jersey 08543-7528
(Address of principal executive offices) (Zip Code)
   

Registrant's telephone number, including area code: (609) 799-0071

 

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

 

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

 

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

 

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

 

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

 

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

 

 
 

SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01 Changes in Registrant’s Certifying Accountant

On December 2, 2014, Dataram Corporation (the “Issuer” or “we,” “our,” or “us”) dismissed CohnReznick LLP as the Registrant’s independent registered public accounting firm effective on such date. The report of CohnReznick LLP (“CR”) on our financial statements as of and for the fiscal years ended April 30, 2014 and 2013 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, but included an explanatory paragraph relating to the Company’s ability to continue as a going concern. We engaged Anton & Chia, LLP (“A&C”) as our new principal accountant as of November 28, 2014. The decision to change accountants was recommended and approved by our Audit Committee following the Committee’s further process to determine our independent registered public accounting firm.

During the fiscal years ended April 30, 2014 and 2013, and the subsequent interim periods through December 2, 2014, the date of dismissal, there were (i) no disagreements between CR and us upon any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, any of which, if not resolved to CR’s satisfaction, would have caused CR to make reference thereto in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended April 30, 2014 and 2013, and the subsequent interim periods through November 28, 2014, neither we nor anyone on our behalf consulted with A&C regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that A&C concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

We have made the contents of this Form 8-K available to CR and requested it to furnish a letter addressed to the Securities and Exchange Commission as to whether it agrees or disagrees with, or wishes to clarity our expression of our views. A copy of such letter is attached hereto as Exhibit 16.1.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit   Description of Exhibit
16.1*   Letter from CohnReznick LLP dated December 3, 2014.

*  Filed herewith.

 

 
 

 

SIGNATURE

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

 

  DATARAM CORPORATION
  (Registrant)
   
Date: December  3,  2014  
  /s/ John H. Freeman
  (Signature)
  John H. Freeman
  Chief Executive Officer

 

 

EX-16.1 2 ex16-1.htm

Exhibit 16.1

 

 

December 3, 2014

 

 

 

 

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 

 

Re:Dataram Corporation
Commission File Number: 1-8266

 

 

Ladies and Gentlemen:

 

We have read Item 4.01 of Form 8-K of Dataram Corporation to be filed with the Securities and Exchange Commission on December 3, 2014, and we are in agreement with the statements contained under Item 4.01 therein as they relate to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.

 

 

 

/s/ CohnReznick LLP

 

Roseland, New Jersey