U.S. GOLD CORP. — Major Shareholding Notification 2015

Jan 14, 2015

SC 13G/A 1 sc13g0115a1briocap_dataram.htm AMENDMENT NO. 1 TO SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

DATARAM CORP.

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(Name of Issuer)

COMMON STOCK

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(Title of Class of Securities)

238108203

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(CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(Continued on following page(s)

Page 1 of 4 Pages

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CUSIP No. 238108203 13G Page 2 of 4 Pages

1. NAMES OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Brio Capital Master Fund Ltd.

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1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) ☐

(b) ☐

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1. SEC USE ONLY

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1. CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

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1. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 129,391 Common Stock

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1. SHARED VOTING POWER - None

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1. SOLE DISPOSITIVE POWER – 129,391 shares of Common Stock

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1. SHARED DISPOSITIVE POWER – None

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1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -

129,391 shares of Common Stock

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1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒

The aggregate amount in Row 9 represents the maximum amount of shares that Brio Capital Master Fund Ltd. (“Brio”) can beneficially control under a contractually stipulated 4.99% ownership restriction. The full conversion of Brio’s Notes, Preferred Stock and Warrants would exceed this restriction.

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1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.99%

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1. TYPE OF REPORTING PERSON

CO

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CUSIP No. 238108203 13G Page 3 of 4 Pages

ITEM 1 (a) NAME OF ISSUER: Dataram Corp.

ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

P.O. Box 7528, Princeton, NJ 08543

ITEM 2 (a) NAME OF PERSON FILING: Brio Capital Master Fund Ltd.

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570

ITEM 2 (c) CITIZENSHIP: Cayman Islands

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock

ITEM 2 (e) CUSIP NUMBER: 238108203

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

ITEM 4 OWNERSHIP

(a) AMOUNT BENEFICIALLY OWNED: 129,391 Shares of Common Stock

(b) PERCENT OF CLASS: 4.99%

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

129,391 Shares

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

0 Shares

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

129,391 Shares

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

0 Shares

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CUSIP No. 238108203 13G Page 4 of 4 Pages

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| January
14, 2015 |
| --- |
| (Date) |
| /s/
Shaye Hirsch |
| (Signature) |
| Shaye
Hirsch, Director |
| (Name/Title) |

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