UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB
x ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended April 30,
2008
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission
File Number: 000-52143
CrowdGather,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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77-0517966
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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20300
Ventura Blvd. Suite 330, Woodland Hills, California
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91364
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(Address
of principal executive offices)
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(Zip
Code)
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(818)
435-2472
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(Registrant's
Telephone Number, Including Area Code)
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Securities
registered under Section 12(b) of the Act:
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Title
of each class registered:
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Name of each
exchange on which registered:
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None
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None
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Securities
registered under Section 12(g) of the Act:
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Common
Stock, Par Value $.001
(Title
of Class)
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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
Check if
there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]
State
issuer's revenues for its most recent fiscal year. $20,763.
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of July 22, 2008, approximately
$27,883,090.
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. As of July 22, 2008, there were 40,476,818
shares of the issuer's $.001 par value common stock issued and
outstanding.
Documents
incorporated by reference. There are no annual reports to security holders,
proxy information statements, or any prospectus filed pursuant to Rule 424 of
the Securities Act of 1933 incorporated herein by reference.
Transitional
Small Business Disclosure format (check
one): [ ]
Yes [X] No
TABLE
OF CONTENTS
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PAGE
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PART
I |
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Item
1.
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Business
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1
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Item
2.
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Description
of Property
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13 |
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Item
3.
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Legal
Proceedings
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13 |
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13 |
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PART
II |
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Item
5.
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Market
for Common Stock and Related Stockholder Matters
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14 |
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Item
6.
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Plan
of Operations
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18 |
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PART
III |
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Item
7.
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Financial
Statements
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20 |
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Item
8.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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37 |
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Item
8A.
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Controls
and Procedures
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37 |
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Item
8A(T)
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Controls
and Procedures
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37 |
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Item
8B.
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Other
Information
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38 |
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Item
9.
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Directors,
Executive Officers, Promoters and Control Persons
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39 |
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Item
10.
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Executive
Compensation
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40 |
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Item
11.
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Security
Ownership of Certain Beneficial Owners and Management
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43 |
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Item
12.
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Certain
Transactions and Related Transactions
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44 |
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PART
IV |
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Item
13.
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Exhibits
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45 |
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Item
14.
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Principal
Accounting Fees and Services
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45 |
PART
I
Forward-Looking
Information
This
Annual Report of CrowdGather, Inc. on Form 10-KSB contains forward-looking
statements, particularly those identified with the words, “anticipates,”
“believes,” “expects,” “plans,” “intends”, “objectives” and similar expressions.
These statements reflect management's best judgment based on factors known at
the time of such statements. The reader may find discussions containing such
forward-looking statements in the material set forth under “Legal Proceedings”
and “Management's Discussion and Analysis and Plan of Operations,” generally,
and specifically therein under the captions “Liquidity and Capital Resources” as
well as elsewhere in this Annual Report on Form 10-KSB. Actual events or results
may differ materially from those discussed herein.
Item 1. Description of
Business.
Our Background. CrowdGather,
Inc., formerly WestCoast Golf Experiences, Inc., (the “Company,” “we” or
“CrowdGather”) was incorporated in the State of Nevada on April 20, 2005. We
were formed to market golf packages to corporate clients for their employees or
customers.
On April
2, 2008, the Company, General Mayhem LLC (“General”) and the Company’s wholly
owned subsidiary, General Mayhem Acquisition Corp. (the “Acquisition
Subsidiary”), entered into an agreement and plan of merger (the “Merger
Agreement”). The merger contemplated by the Merger Agreement (“the “Merger”)
closed on April 2, 2008. The Merger resulted in General merging into the
Acquisition Subsidiary, with the acquisition subsidiary surviving. Prior to the
Merger, the Company effected a 13-for-1 stock split of its common stock.
Pursuant to the Merger, each share of General was converted into and became one
(1) share, on a post-stock split basis, such that former members of General were
issued 26,000,000, or approximately 64.9%, of the outstanding shares at that
time. On April 8, 2008, pursuant to the Agreement of Merger and Plan of Merger
and Reorganization dated April 8, 2008 by and between the Company and
Acquisition Subsidiary, the Acquisition Subsidiary merged with and into Company,
with Company surviving. In connection with the latter merger, Company changed
its name to CrowdGather, Inc.
After the
Merger, we moved our principal place of business to General’s facilities at
20300 Ventura Blvd. Suite 330, Woodland Hills, California 91364.
Our
Business. Having acquired General’s business, we are now an
Internet company that specializes in monetizing a network of online forums and
message boards designed to engage, provide information to and build community
around users. We are in the process of building what we hope will become one of
the largest social, advertising, and user generated content networks by
consolidating existing groups of online users that post on message
boards and forums. Our goal is to create the world's best user experience for
forum communities, and world class service offerings for forum owners. We
believe that the communities built around message boards and forums are the one
of the most dynamic sources of information available on the web because forums
are active communities built around interest and information exchange around
specific topics.
Part of
our growth strategy includes identifying and acquiring web properties. In
the last six months, we have been researching potential opportunities for us to
acquire targeted online forums within targeted content and advertising verticals
in our industry in order to expand our operations. In addition to the over 70
properties and 300 domain names acquired to date, we also maintain ongoing
discussions with representatives of certain web properties and other companies
that may be interested in being acquired by us or entering into a joint venture
agreement with us.
The
network we create will rely initially upon our own properties, but it is our
goal to build a network that is open to third-party owned forums as
well. Ultimately, the integration of these message board communities
on our central CrowdGather Platform will allow for the creation of three things:
an user generated content network driven by a proprietary search interface; a
social network powered by central ID and log-on management through our
proprietary user profile; and an advertising network that allows for us to
leverage the targeted demographics of the combined network in order to generate
the highest advertising rates for all of our member sites.
Our
Community of Online Forums
Our forum
community connects what we believe is a robust and vibrant network of people
sharing their questions, expertise and experiences. We hope that this
collection of forums will help users easily access relevant, dynamic, and
compelling user-generated content, conversations, and commerce. Some
of our representative properties include
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Forum
Name
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Target
Community/Discussion Topic
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ZuneBoards.com
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Microsoft
Zune Community
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Ngemu.com
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Software
emulators
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ABXZone.com
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Computer
help
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GenMay.com
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Off-topic
and humor
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MotorcycleForum.com
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Motorcycles
and Scooters
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AquaticPlantCentral.com
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Aquascapes
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IronMass.com
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Bodybuilding
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Tech-gfx.net
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Graphic
design
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VistaBabble.com
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Microsoft
Vista discussion
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Fashion-Forums.com
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Fashion
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DemocracyForums.com
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Politics
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Eternal-Allegiance.com
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Celebrities
and their fans
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FoodForums.com
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Food
and dining
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ActorsForum.com
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Acting
and theater arts
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| Pocketbikeplanet.com |
Mini-bike
owner society |
| Clubxb.com |
Scion
xB owner community |
In May
2008, we acquired the websites and domain names www.ngemu.com, www.pcs.net,
www.aldostools.com, www.ngemu.com, www.emuforums.com, www.psxemu.com, and
www.pcsx.net. In July 2008, we acquired the website and domain name
www.zuneboards.com.
We
believe the CrowdGather Network currently represents an aggregate of
approximately 9 million monthly page views, one million monthly unique visitors,
and 1.5 million discussions comprising over 40 million individual replies.
Additionally, approximately 640,000 users have registered on CrowdGather Network
sites to date.
We seek
to continually add to the number of communities our website services by
acquiring additional active forums, thereby increasing traffic to our site and
the number of forums we host.
Revenues
We intend
to derive revenue principally from the sale of Internet advertising and
sponsorships, as well as from subscription services and e-commerce. The Internet
is an attractive method for certain advertisers, depending on the number of
users we have and a variety of other factors. Internet advertising
spending continues to increase on an annual basis. We believe that
significant revenues can be generated from online advertising both for our
Company owned sites as well as on a commission sales basis for our third-party
network sites.
Sales,
Marketing and Distribution
We
currently work with third-party advertising networks, but in parallel we intend
to pursue direct sales with advertisers interested in exposing their products or
services to our forum populations on a targeted basis. Advertising
networks and advertisers pay for advertising on a cost per thousand views (CPM),
cost per click (CPC) or cost per action (CPA) basis. We intend to
pursue a mix of advertising in order to increase the effective revenue
conversion of advertising on our properties. We are committed to
delivering customized advertising programs that are directly relevant to an
advertiser, but also not at odds with our online communities. We will
also allow for direct personalized advertising sales to the members of our
respective forum communities who wish to market their products or services to
their fellow members
While we
are fortunate to benefit from the existing traffic and brand equity in our
acquired properties, we also hope to develop a widely recognized network brand,
which will enable us to attract, retain, and more deeply engage users, forum
owners, advertisers, publishers, and developers. We believe a great brand begins
with a great product, services, and content. We focus on each step of
product and services development, deployment, and management and content design
to understand our offerings and how best to market them to our communities of
potential and existing users. We hope to use online advertising, and we leverage
our online network and our distribution partnerships to market our products and
services to the right people at the right time. With continued investment in
brand and product marketing, we believe we can continue to attract and engage
users, advertisers, publishers, and developers.
Competition
We
operate in the Internet products, services, and content markets, which are
highly competitive and characterized by rapid change, converging technologies,
and increasing competition from companies offering communication, information,
and entertainment services integrated into other products and media
properties.
We
compete for users, advertisers, publishers, and developers with many other
providers of online services, including Web businesses where expertise in a
particular market segment may provide a competitive advantage and with social
media and networking competitors. Ad networks (such as Yahoo!’s Yahoo!
Properties, Google Inc.’s “Google” Ad sense, Ad.com, and Valueclick), which
create specialized marketing solutions for specific advertiser or publishers
segments, also compete with us for a share of marketing budgets.
We
compete with companies to attract users and developers as well as attract
advertisers and publishers to our forums. The principal competitive factors
relating to attracting and retaining users include the usefulness,
accessibility, integration, and personalization of the forums that we offer and
the overall user experience on our site.
Many of
our current and potential competitors have longer operating histories, more
industry experience, larger customer or user bases, greater brand recognition
and significantly greater financial, marketing and other resources than we do.
We may not be able to compete with either the large or mid-sized companies. We
are also at a significant competitive disadvantage within the Internet industry
because we have limited capital resources. Our ability to compete will depend on
our ability to obtain users of our products without spending any significant
funds to market and promote our products.
Intellectual
Property
Our
intellectual property assets include domain names and websites; trademarks
related to our brands, products and services; copyrights in software and
creative content; trade secrets; and other intellectual property rights and
licenses of various kinds. We also currently own the web domain www.crowdgather.com,
which serves as our corporate website and the future home of our new forum
software platform which is currently in development. Our portfolio
currently consists of over 342 domain names and approximately 75 message board
communities at various stages of development. Our corporate website
(www.crowdgather.com)
features a current list of our developed communities and software
products.
Under
current domain name registration practices, no one else can obtain an identical
domain name, but someone might obtain a similar name, or the identical name with
a different suffix, such as “.org”, or with a country
designation. The regulation of domain names in the United States and
in foreign countries is subject to change, and we could be unable to prevent
third parties from acquiring domain names that infringe or otherwise decrease
the value of our domain names.
We seek
to protect our intellectual property assets through patent, copyright, trade
secret, trademark and other laws of the U.S. and other countries, and
through contractual provisions. We enter into confidentiality and invention
assignment agreements with our employees and contractors, and non-disclosure
agreements with third parties with whom we conduct business in order to secure
our proprietary rights and additionally limit access to, and disclosure of, our
proprietary information. We consider our trademarks to be our most valuable
assets and we will seek to register these trademarks in the U.S. and will
seek to protect them. We have licensed in the past, and expect that we may
license in the future, certain of our proprietary rights, such as trademark,
patent, copyright, and trade secret rights to third parties.
Government
Regulation
We are
subject to regulations and laws directly applicable to providers of Internet
content and services. Many laws and regulations, however, are pending and may be
adopted in the United States, individual states and local jurisdictions and
other countries with respect to the Internet. The federal government and some
state governments have introduced or considered legislation relating to Internet
usage generally, including measures relating to privacy and data security, as
well as specific legislation aimed at social networking sites, such as
ours. It is not possible to predict whether or when such legislation
may be adopted, and certain proposals, if adopted, could negatively affect our
business. We do not know for certain how existing laws governing issues such as
property ownership, copyright and other intellectual property issues, digital
rights management, security, illegal or obscene content, retransmission of
media, spyware, and personal privacy and data protection apply to the
Internet. We monitor pending legislation to ascertain relevance,
analyze impact and develop strategic direction surrounding regulatory trends and
developments within the industry.
A number
of U.S. federal laws, including those referenced below, impact our business. The
Digital Millennium Copyright Act (“DMCA”) is intended, in part, to limit the
liability of eligible online service providers for listing or linking to
third-party Websites that include materials that infringe copyrights or other
rights of others. Portions of the Communications Decency Act (“CDA”) are
intended to provide statutory protections to online service providers who
distribute third-party content. We rely on the protections provided by both the
DMCA and CDA in conducting our business. Any changes in these laws or judicial
interpretations narrowing their protections will subject us to greater risk of
liability and may increase our costs of compliance with these regulations or
limit our ability to operate certain lines of business. The Children’s Online
Privacy Protection Act of 1998 (“COPPA”) prohibits web sites from collecting
personally identifiable information online from children under age 13 without
prior parental consent. The Controlling the Assault of Non-Solicited Pornography
and Marketing Act of 2003 (“CAN-SPAM”) regulates the distribution of unsolicited
commercial emails, or “spam.” Online services provided by the Company may be
subject to COPPA and CAN-SPAM requirements. Congress and individual states may
also consider online privacy legislation that would apply to personal
information collected from teens and adults. We believe that we are in material
compliance with the requirements imposed by those laws and
regulations.
We are
also subject to federal, state and local laws and regulations applied to
businesses generally. We believe that we are in conformity with all applicable
laws in all relevant jurisdictions. We do not believe that we have not been
affected by any of the rules and regulations specified in this
section.
Research
and Development
We seek
to continually enhance, expand, and launch products and features to meet
evolving user, advertiser, and publisher needs for technological innovation and
a deeper, more integrated experience for the online community of social network
users. We intend to leverage our internal development efforts through technology
acquisitions. We anticipate that our internal development costs for
the coming fiscal year will approximate $150,000.
Employees
As of
July 22, 2008, we have nine full time employees. None of our
employees is covered by a collective bargaining agreement, nor are they
represented by a labor union. We have not experienced any work stoppages, and we
consider relations with our employees to be good.
Risk
Factors
An
investment in our securities involves a high degree of risk. You
should carefully consider the risks described below together with all of the
other information included in this report before making an investment decision
with regard to our securities. The statements contained in or
incorporated into this offering that are not historic facts are forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those set forth in or implied by
forward-looking statements. If any of the following risks actually
occurs, our business, financial condition, and/or results of operations could be
harmed. In that case, the trading price of our common stock could
decline, and you may lose all or part of your investment. You should
only purchase our securities if you can afford to suffer the loss of your entire
investment.
Our
limited operating history may not serve as an adequate basis to judge our future
prospects and results of operations.
We have a
relatively limited operating history and no history as a public reporting
company. Such limited operating history and the unpredictability of
the success of online social networks makes it difficult for investors to
evaluate our business and future operating results. An investor in our
securities must consider the risks, uncertainties, and difficulties frequently
encountered by companies in new and rapidly evolving markets. The
risks and difficulties we face include challenges in accurate financial planning
as a result of limited historical data and the uncertainties resulting from
having had a relatively limited time period in which to implement and evaluate
our business strategies as compared to older companies with longer operating
histories.
We
will need additional financing to execute our business plan.
The
revenues from the sale of advertising and forum memberships and the projected
revenues from these potential streams are not adequate to support our expansion
and product development programs. We will need substantial additional
funds to effectuate our business plan; expand our online reach and presence;
develop and enhance our technological capabilities; file, prosecute, defend and
enforce our intellectual property rights; and hire and retain key
employees. We will seek additional funds through public or private equity
or debt financing, via strategic transactions, and/or from other
sources.
There are
no assurances that future funding will be available on favorable terms or at
all. If additional funding is not obtained, we will need to reduce, defer
or cancel development programs, planned initiatives, or overhead expenditures to
the extent necessary. The failure to fund our capital requirements could
have a material adverse effect on our business, financial condition and results
of operations.
Online
social networking sites are new and rapidly evolving and may not prove to be a
viable business model.
Online
social networking sites and interest-group forums are a relatively new business
model for delivering information and entertainment over the Internet, and we
have only recently launched our efforts to develop a business centered on this
model. It is too early to predict whether consumers will accept, and use our
products on a regular basis, in significant numbers, and participate in our
online community. Our products may fail to attract significant numbers of users,
or, may not be able to retain the usership that it attracts, and, in either
case, we may fail to develop a viable business model for our online community.
In addition, we expect a significant portion of the content that we will provide
to be available for free. If we are unable to successfully monetize the use of
our content, either through advertising or fees for use, we may not be able to
generate revenues.
We
may be unable to attract advertisers to the properties we own, acquire, or
develop.
We expect
that advertising revenue will comprise a significant portion of the revenue to
be generated by the forums that we own. Most large advertisers have fixed
advertising budgets, only a small portion of which has traditionally been
allocated to Internet advertising. In addition, the overall market for
advertising, including Internet advertising, has been generally characterized in
recent periods by softness of demand, reductions in marketing and advertising
budgets, and by delays in spending of budgeted resources. Advertisers may
continue to focus most of their efforts on traditional media or may decrease
their advertising spending. If we fail to convince advertisers to spend a
portion of their advertising budgets with us, we will be unable to generate
revenues from advertising as we intend.
We
hope to generate our revenue almost entirely from advertising and retaining
other sites as participants in our network, and the reduction in spending by, or
loss of, advertisers and network members could seriously harm our ability to
generate revenues.
We hope
to generate revenues from advertisers and other communities that join our
advertising network. If we are unable provide value to potential advertisers or
other online communities, we may not be able to sell any ad space or
memberships, which would negatively impact our revenues and business. In
addition, we expect that advertising networks and advertisers will be able
terminate their contracts with us at any time. We may encounter difficulty
collecting from our advertisers because we are a very small company with limited
resources to collect outstanding balances.
We
may not be able to sustain or grow our business unless we keep up with changes
in technology and consumer tastes.
The
Internet and electronic commerce industries are characterized by:
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rapidly
changing technology;
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evolving
industry standards and practices that could render our website and
proprietary technology obsolete;
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changes
in consumer tastes and user
demands;
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challenges,
such as “click fraud,” that cast doubt on otherwise legitimate activities
and practices; and
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frequent
introductions of new services or products that embody new
technologies.
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Our
future performance will depend, in part, on our ability to develop, license or
acquire leading technologies and program formats, enhance our existing services
and respond to technological advances and consumer tastes and emerging industry
standards and practices on a timely and cost-effective basis. Developing website
and other proprietary technology involves significant technical and business
risks. We also cannot assure you that we will be able to successfully use new
technologies or adapt our website and proprietary technology to emerging
industry standards. We may not be able to remain competitive or sustain growth
if we do not adapt to changing market conditions or customer
requirements.
We
intend to rely on third parties to maintain our systems and, if these third
parties fail to perform their services adequately, we could experience
disruptions in our operations.
A key
element of our strategy will be to generate a high volume of traffic to our
forums. Our ability to generate revenues will depend substantially on the number
of customers who use our website. Accordingly, the satisfactory performance,
reliability and availability of our website and network infrastructure are
critical to our ability to generate revenues, as well as to our
reputation.
We
face significant competition from large-scale Internet content, product and
service aggregators, principally Google, Microsoft and AOL.
We face
significant competition from companies, principally Google, Microsoft, and AOL
that have developed or acquired similar online social networking sites. These
services may directly compete with us for affiliate and advertiser arrangements,
which will be key to our business and operating results. Some of
these competitors offer services that indirectly compete with our services:
these include consumer e-mail services, desktop search, local search, and
instant messaging services; photos, maps, video sharing, content channels,
mobile applications, and shopping services; movie, television, music, book,
periodical, news, sports, and other media holdings; access to a network of cable
and other broadband users and delivery technologies; advertising offerings; and
considerable resources for future growth and expansion. Some of the existing
competitors and possible additional entrants may have greater operational,
strategic, financial, personnel or other resources than we do, as well as
greater brand recognition either overall or for certain products and services.
We expect these competitors increasingly to use their financial and engineering
resources to compete with us, individually and potentially in combination with
each other. In certain of these cases, our competition has a direct billing
relationship with a greater number of their users through Internet access and
other services than we have with our users through our premium services. This
relationship may permit such competitors to be more effective than us in
targeting services and advertisements to the specific preferences of their users
thereby giving them a competitive advantage. If our competitors are more
successful than we are in developing compelling products or attracting and
retaining users, advertisers, or publishers, then our revenues and growth rates
could decline.
We
face significant competition from traditional media companies which could
adversely affect our future operating results.
We also
compete with traditional media companies for advertising, both offline as well
as increasingly with their online assets as media companies offer more content
directly from their own websites. Most advertisers currently spend only a small
portion of their advertising budgets on Internet advertising. If we fail to
persuade existing advertisers to retain and increase their spending with us and
if we fail to persuade new advertisers to spend a portion of their budget on
advertising with us, our revenues could decline and our future operating results
could be adversely affected.
We
anticipate that the majority of our revenues will be derived from advertising to
our users, and the reduction in spending by or loss of current or potential
advertisers would cause our revenues and operating results to
decline.
We
anticipate that we will primarily rely on our ability to generate revenues from
advertising
to our users rather than from memberships. Our ability to
develop revenue from advertising revenue depends upon:
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establishing
and maintaining our user base;
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establishing
and maintaining our popularity as an Internet destination
site;
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broadening
our relationships with advertisers to small-and medium-sized
businesses;
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attracting
advertisers to our user base;
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increasing
demand for our services by advertisers, users, businesses and affiliates,
including prices paid by advertisers, the number of searches performed by
users, the rate at which users click-through to commercial search results
and advertiser perception of the quality of leads generated by our
forums;
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the
successful implementation and acceptance of our advertising exchange by
advertisers, networks, affiliates, and publishers;
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the
successful development and deployment of technology improvements to our
advertising platform;
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establishing
and maintaining our affiliate program for our search
marketing;
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deriving
better demographic and other information from our
users; and
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driving
acceptance of the Web in general and of our site in particular by
advertisers as an advertising
medium.
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We
anticipate that our agreements with advertisers will likely have terms of one
year or less, or may be terminated at any time by the advertiser. Accordingly,
it is difficult to forecast advertising revenues accurately. Any reduction in
spending by or loss of existing or potential future advertisers would cause our
revenues to decline. Further, we may be unable to adjust spending quickly enough
to compensate for any unexpected revenue shortfall.
Decreases
or delays in advertising spending by our advertisers due to general economic
conditions could harm our ability to generate advertising revenues.
Expenditures
by advertisers tend to be cyclical, reflecting overall economic conditions and
budgeting and buying patterns. Since we derive most of our revenues
from advertising, any decreases in or delays in advertising spending due to
general economic conditions could reduce our revenues or negatively impact our
ability to grow our revenues.
Our
intellectual property rights are valuable, and any inability to protect them
could reduce the value of our brand image and harm our business and our
operating results.
We hope
to create, own and maintain a wide array of intellectual property assets,
including copyrights, patents, trademarks, trade dress, trade secrets and rights
to certain domain names, which we believe will be among our most valuable
assets. We seek to protect our intellectual property assets through patent,
copyright, trade secret, trademark and other laws of the U.S. and other
countries of the world, and through contractual provisions. The efforts we have
taken or will take to protect our intellectual property and proprietary rights
may not be sufficient or effective at stopping unauthorized use of those rights.
In addition, effective trademark, patent, copyright and trade secret protection
may not be available or cost-effective in every country in which our products
and media properties are distributed or made available through the Internet.
There may be instances where we are not able to fully protect or utilize our
intellectual property assets in a manner to maximize competitive
advantages. Protection of the distinctive elements of our site
may not be available under copyright law or trademark law. If we are unable to
protect our proprietary rights from unauthorized use, the value of our brand
image may be reduced. Any impairment of our brand could negatively impact our
business. In addition, protecting our intellectual property and other
proprietary rights is expensive and time consuming. Any increase in the
unauthorized use of our intellectual property could make it more expensive to do
business and consequently harm our operating results.
We
are subject to U.S. and foreign government regulation of Internet services which
could subject us to claims, judgments and remedies including monetary
liabilities and limitations on our business practices.
We are
subject to regulations and laws directly applicable to providers of Internet
content and services. In addition, we will also be subject to any new laws and
regulations directly applicable to our domestic and international activities. We
may incur substantial liabilities for expenses necessary to defend such
litigation or to comply with these laws and regulations, as well as potential
substantial penalties for any failure to comply. Compliance with these laws and
regulations may also cause us to change or limit our business practices in a
manner adverse to our business.
We
rely on third-party providers for our principal Internet connections and
technologies, databases and network services critical to our properties and
services, and any errors, failures or disruption in the services provided by
these third parties could significantly harm our business and operating
results.
We rely
on private third-party providers for our principal Internet connections,
co-location of a significant portion of our data servers and network access. Any
disruption, from natural disasters, technology malfunctions, sabotage or other
factors, in the Internet or network access or co-location services provided by
these third-party providers or any failure of these third-party providers to
handle current or higher volumes of use could significantly harm our business,
operating results and financial condition. We have little control over these
third-party providers, which increases our vulnerability to disruptions or
problems with their services. Any financial difficulties experienced by our
providers may have negative effects on our business, the nature and extent of
which we cannot predict.
Furthermore,
we depend on hardware and software suppliers for prompt delivery, installation
and service of servers and other equipment to deliver our services. Any errors,
failures, interruptions or delays experienced in connection with these
third-party technologies and information services could negatively impact our
relationship with users and adversely affect our brand, our business, and
operating results.
If
we are not able to retain the full-time services of senior management, there may
be an adverse effect on our operations and/or our operating performance until we
find suitable replacements.
Our
business is dependent, to a large extent, upon the services of our senior
management. We do not maintain key person life insurance for any members
of our senior management at this time. We currently do not have an
employment agreement with Mr. Sabnani. The loss of services of this
person or any other key members of our senior management could adversely affect
our business until suitable replacements can be found. There may be a
limited number of personnel with the requisite skills to serve in these
positions, and we may be unable to locate or employ such qualified personnel on
acceptable terms.
Potential
changes in accounting practices and/or taxation may adversely affect our
financial results.
We cannot
predict the impact that future changes in accounting standards or practices may
have on our financial results. New accounting standards could be issued
that could change the way we record revenues, expenses, assets, and
liabilities. These changes in accounting standards could adversely affect
our reported earnings. Increases in direct and indirect income tax rates
could affect after-tax income. Equally, increases in indirect taxes
could affect our products’ affordability and reduce our sales.
Volatility
of stock price may restrict sale opportunities.
Our stock
price is affected by a number of factors, including stockholder expectations,
financial results, the introduction of new products by us and our competitors,
general economic and market conditions, estimates and projections by the
investment community and public comments by other persons, and many other
factors, many of which are beyond our control. We may be unable to achieve
analysts’ earnings forecasts, which may be based on projected volumes and sales
of many product types and/or new products, certain of which are more profitable
than others. There can be no assurance that we will achieve projected
levels or mixes of product sales. As a result, our stock price is subject to
significant volatility and stockholders may not be able to sell our stock at
attractive prices.
Our
cash flow may not be sufficient to fund our long-term goals.
We may be
unable to generate sufficient cash flow to support our capital expenditure plans
and general operating activities. In addition, the terms and/or
availability of our credit facility and/or the activities of our creditors could
affect the financing of our future growth.
We
are subject to the reporting requirements of federal securities laws, which will
be expensive.
We are a
public reporting company in the U.S. and, accordingly, subject to the
information and reporting requirements of the Exchange Act and other federal
securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The
costs of preparing and filing annual and quarterly reports, proxy statements and
other information with the SEC and furnishing audited reports to stockholders
will cause our expenses to be higher than they would be if we remained a
privately-held company. In addition, we will incur substantial expenses in
connection with the preparation of the registration statement and related
documents with respect to the registration of resales of the shares and the
reporting of the Merger.
Because
we acquired our current business operations by means of a “reverse merger,” we
may not be able to attract the attention of major brokerage firms.
Additional
risks may exist since we concluded a “reverse merger” to acquire our current
business operations. Securities analysts of major brokerage firms may not
provide coverage of us since there is little incentive to brokerage firms to
recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
company in the future.
Our
compliance with the Sarbanes-Oxley Act and SEC rules concerning internal
controls will be time consuming, difficult and costly.
It will
be time consuming, difficult and costly for us to develop and implement the
internal controls and reporting procedures required by Sarbanes-Oxley. We will
need to hire additional financial reporting, internal control, and other finance
staff in order to develop and implement appropriate internal controls and
reporting procedures. If we are unable to comply with Sarbanes-Oxley’s internal
controls requirements, we may not be able to obtain the independent accountant
certifications that Sarbanes-Oxley Act requires publicly-traded companies to
obtain.
Our
inability to diversify our operations may subject us to economic fluctuations
within our industry.
Our
limited financial resources reduce the likelihood that we will be able to
diversify our operations. Our probable inability to diversify our activities
into more than one business area will subject us to economic fluctuations within
the Internet industry and therefore increase the risks associated with our
operations.
We
may not be able to achieve the benefits we expect to result from the
Merger.
As
described above, we recently entered into the Merger Agreement and closed the
Merger. We may not realize the benefits that we presently hope to
receive as a result of the Merger, which includes:
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access
to the capital markets of the United
States;
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the
increased market liquidity expected to result from the
Merger;
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the
ability to use registered securities to make acquisition of assets or
businesses;
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increased
visibility in the financial
community;
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enhanced
access to the capital markets;
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improved
transparency of operations; and
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perceived
credibility and enhanced corporate image of being a publicly traded
company.
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There can
be no assurance that any of the anticipated benefits of the Merger will be
realized in respect to our business operations. In addition, the attention and
effort devoted to achieving the benefits of the Merger and attending to the
obligations of being a public company, such as reporting requirements and
securities regulations, could significantly divert management’s attention from
other important issues, which could materially and adversely affect our
operating results or stock price in the future.
We
operate as a public company, which means we are subject to evolving corporate
governance and public disclosure regulations that may result in additional
expenses and continuing uncertainty regarding the application of such
regulations.
Changing
laws, regulations, and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002 and related rules and
regulations, are creating uncertainty for public companies. We are presently
evaluating and monitoring developments with respect to new and proposed rules
and cannot predict or estimate the amount of the additional compliance costs we
may incur or the timing of such costs. These new or changed laws, regulations,
and standards are subject to varying interpretations, in many cases due to their
lack of specificity, and as a result, their application in practice may evolve
over time as new guidance is provided by courts and regulatory and governing
bodies. This could result in continuing uncertainty regarding compliance matters
and higher costs necessitated by ongoing revisions to disclosure and governance
practices. Maintaining appropriate standards of corporate governance and public
disclosure may result in increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to
compliance activities. In addition, if we fail to comply with new or changed
laws, regulations, and standards, regulatory authorities may initiate legal
proceedings against us and our business and our reputation may be
harmed.
We also
expect these new rules and regulations may make it more difficult and more
expensive for us to obtain director and officer liability insurance and we may
be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more
difficult for us to attract and retain qualified individuals to serve on our
Board of Directors or as executive officers.
We are
currently evaluating and monitoring developments with respect to these new
rules, and we cannot predict or estimate the amount of additional costs we may
incur or the timing of such costs.
Our
shares may have limited liquidity.
A portion
of our shares of common stock will be subject to registration, and will be
closely held by certain insider investors. Consequently, the public float for
the shares may be highly limited. As a result, should you wish to sell your
shares into the open market you may encounter difficulty selling large blocks of
your shares or obtaining a suitable price at which to sell your
shares.
Our
stock price may be volatile, which may result in losses to our
stockholders.
The stock
markets have experienced significant price and trading volume fluctuations, and
the market prices of companies quoted on the Over-The-Counter Bulletin Board,
where our shares of common stock will be quoted, generally have been very
volatile and have experienced sharp share-price and trading-volume changes. The
trading price of our common stock is likely to be volatile and could fluctuate
widely in response to many of the following factors, some of which are beyond
our control:
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variations
in our operating results;
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changes
in expectations of our future financial performance, including financial
estimates by securities analysts and
investors;
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changes
in operating and stock price performance of other companies in our
industry;
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additions
or departures of key personnel; and
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future
sales of our common stock.
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Domestic
and international stock markets often experience significant price and volume
fluctuations. These fluctuations, as well as general economic and political
conditions unrelated to our performance, may adversely affect the price of our
common stock. In particular, following initial public offerings, the market
prices for stocks of companies often reach levels that bear no established
relationship to the operating performance of these companies. These market
prices are generally not sustainable and could vary widely. In the past,
following periods of volatility in the market price of a public company’s
securities, securities class action litigation has often been initiated.
Our
management owns a substantial portion of our outstanding common stock, which
enables him to influence many significant corporate actions and in certain
circumstances may prevent a change in control that would otherwise be beneficial
to our stockholders.
Our
management beneficially controls approximately 55.1% of our outstanding shares
of common stock. Such concentrated control could have a substantial
impact on matters requiring the vote of the stockholders, including the election
of our directors and most of our corporate actions. This control could delay,
defer, or prevent others from initiating a potential merger, takeover or other
change in our control, even if these actions would benefit our stockholders and
us. This control could adversely affect the voting and other rights of our other
stockholders and could depress the market price of our common
stock.
If
we fail to maintain the adequacy of our internal controls, our ability to
provide accurate financial statements and comply with the requirements of the
Sarbanes-Oxley Act could be impaired, which could cause our stock price to
decrease substantially.
Since,
prior to the Merger, General operated as a private company without public
reporting obligations, and it had committed limited personnel and resources to
the development of the external reporting and compliance obligations that would
be required of a public company. Recently, we have taken measures to address and
improve our financial reporting and compliance capabilities and we are in the
process of instituting changes to satisfy our obligations in connection with
joining a public company, when and as such requirements become applicable to us.
Prior to taking these measures, we did not believe we had the resources and
capabilities to do so. We plan to obtain additional financial and accounting
resources to support and enhance our ability to meet the requirements of being a
public company. We will need to continue to improve our financial and managerial
controls, reporting systems and procedures, and documentation thereof. If our
financial and managerial controls, reporting systems, or procedures fail, we may
not be able to provide accurate financial statements on a timely basis or comply
with the Sarbanes-Oxley Act of 2002 as it applies to us. Any failure of our
internal controls or our ability to provide accurate financial statements could
cause the trading price of our common stock to decrease
substantially.
Our
common shares may be thinly-traded, and you may be unable to sell at or near ask
prices or at all if you need to sell your shares to raise money or otherwise
desire to liquidate such shares.
We cannot
predict the extent to which an active public market for its common stock will
develop or be sustained due to a number of factors, including the fact that we
are a small company that is relatively unknown to stock analysts, stock brokers,
institutional investors, and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we became more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price. We cannot give you any assurance
that a broader or more active public trading market for our common stock will
develop or be sustained, or that current trading levels will be
sustained.
The
market price for our common stock may be particularly volatile given our status
as a relatively small company with a presumably small and thinly-traded “float”
and lack of current revenues that could lead to wide fluctuations in our share
price. You may be unable to sell your common stock at or above your purchase
price if at all, which may result in substantial losses to you.
The
market for our common shares may be characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will be more volatile than a seasoned issuer for the indefinite future. The
potential volatility in our share price is attributable to a number of factors.
First, as noted above, our common shares may be sporadically and/or thinly
traded. As a consequence of this lack of liquidity, the trading of relatively
small quantities of shares by our stockholders may disproportionately influence
the price of those shares in either direction. The price for our shares could,
for example, decline precipitously in the event that a large number of our
common shares are sold on the market without commensurate demand, as compared to
a seasoned issuer that could better absorb those sales without adverse impact on
its share price. Secondly, an investment in us is a speculative or “risky”
investment due to our lack of revenues or profits to date and uncertainty of
future market acceptance for current and potential products. As a consequence of
this enhanced risk, more risk-adverse investors may, under the fear of losing
all or most of their investment in the event of negative news or lack of
progress, be more inclined to sell their shares on the market more quickly and
at greater discounts than would be the case with the stock of a seasoned
issuer.
Stockholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (2)
manipulation of prices through pre-arranged matching of purchases and sales and
false and misleading press releases; (3) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. Our management is aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.
We
do not anticipate paying any cash dividends.
We
presently do not anticipate that we will pay any dividends on any of our capital
stock in the foreseeable future. The payment of dividends, if any, would be
contingent upon our revenues and earnings, if any, capital requirements, and
general financial condition. The payment of any dividends will be within the
discretion of our Board of Directors. We presently intend to retain all
earnings, if any, to implement our business plan; accordingly, we do not
anticipate the declaration of any dividends in the foreseeable
future.
Our
common stock may be subject to penny stock rules, which may make it more
difficult for our stockholders to sell their common stock.
Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
certain penny stock rules adopted by the Securities and Exchange Commission
(“SEC”). Penny stocks generally are equity securities with a price of
less than $5.00 per share. The penny stock rules require a
broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt
from the rules, to deliver to the customer a standardized risk disclosure
document that provides information about penny stocks and the risks in the penny
stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer’s
account. In addition, the penny stock rules generally require that
prior to a transaction in a penny stock the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the
transaction. These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary market for a stock that
becomes subject to the penny stock rules.
Volatility
in our common stock price may subject us to securities litigation.
The
market for our common stock is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
In the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities. We may, in the future, be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management’s attention and resources.
Our
past activities and those of our affiliates may lead to future
liability for us.
Prior to
our entry into the Merger Agreement, we engaged in businesses unrelated to those
of General. Although our stockholders provided certain indemnifications against
any loss, liability, claim, damage or expense arising out of or based on any
breach of or inaccuracy in any of their representations and warranties made
regarding such acquisition, any liabilities relating to such prior business
against which we are not completely indemnified may have a material adverse
effect on our company.
We
may need additional capital, and the sale of additional shares or other equity
securities could result in additional dilution to our stockholders.
We
believe that our current cash and cash equivalents and anticipated cash flow
from operations may not be sufficient to meet our anticipated cash needs for the
near future. We may seek to sell additional equity or debt securities or obtain
a credit facility. The sale of additional equity securities could result in
additional dilution to our stockholders. The incurrence of indebtedness would
result in increased debt service obligations and could result in operating and
financing covenants that would restrict our operations. We cannot assure you
that financing will be available in amounts or on terms acceptable to us, if at
all.
Our
auditors have questioned our ability to continue operations as a “going
concern.” Investors may lose all of their investment if we are unable to
continue operations and generate revenues.
We hope
to obtain significant revenues from future sales. In the absence of
significant sales and profits, we will seek to raise additional funds to meet
our working capital needs principally through the additional sales of our
securities. However, we cannot guaranty that we will be able to
obtain sufficient additional funds when needed, or that such funds, if
available, will be obtainable on terms satisfactory to us. As a result, our
auditors believe that substantial doubt exists about our ability to continue
operations. In the event we are not able to continue operations, our securities
will become worthless.
Item 2. Description of
Property.
We do not
own any interests in real estate. We lease approximately 1,578 square
feet of office space located at 20300 Ventura Blvd., Suite 330, Woodland Hills,
California. The term of our lease is March 1, 2008 to December 31, 2008, and our
rent is $3,472 per month.
On June
30, 2008, we entered into a five month lease for approximately 867 square feet
of office space located at 20300 Ventura Blvd., Suite 215, Woodland Hills,
California. The term of our lease is August 1,
2008 to December 31, 2008, and our rent is $1,647 per month. We
believe that our facilities are adequate for our needs.
Item 3. Legal
Proceedings.
We are
not currently a party to any legal proceedings.
Item 4. Submission of
Matters to Vote of Security Holders.
Not
applicable.
PART
II
Item 5. Market Price for
Common Equity and Related Stockholder Matters.
Common Stock.
Our
authorized capital stock consists of 975,000,000 common shares, par value $.001
per share. On July 22, 2008, there were 40,476,818 common shares
issued and outstanding.
Our
common stock is the only class of voting securities issued and
outstanding. Holders of our common shares are entitled to one vote
for each share held of record on all matters submitted to a vote of
stockholders. Holders of our common shares do not have cumulative
voting rights.
The
holders of our common shares are entitled to dividends when and if declared by
our Board of Directors from legally available funds. The holders of
our common shares are also entitled to share pro rata in any distribution to
stockholders upon our liquidation or dissolution.
Stock Split. During March
2008, we effected a 13-for-1 stock split of our common stock. All share numbers
presented in this filing have been adjusted to reflect the stock
split.
Market Information. Our common
stock is quoted on the OTC Bulletin Board under the symbol “CRWG.” As of
April 30, 2008, no shares of our common stock have traded. For the period
indicated, the following table sets forth the high and low bid prices per share
of common stock. These prices represent inter-dealer quotations without retail
markup, markdown, or commission and may not necessarily represent actual
transactions.
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High
($)
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Low
($)
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Fiscal
Year 2009
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(1) As of
July 22, 2008
The
approximate number of stockholders of record at April 30, 2008 was
22. The number of stockholders of record does not include beneficial
owners of our common stock, whose shares are held in the names of various
dealers, clearing agencies, banks, brokers and other fiduciaries.
We have
declared no dividends on our common shares and are not subject to any
restrictions that limit such ability. Dividends are declared at the
sole discretion of our Board of Directors. We intend to keep future
earnings, if any, to finance the expansion of our business, and we do not
anticipate that any cash dividends will be paid in the foreseeable
future.
Reports to Security Holders.
We are a reporting company with the Securities and Exchange Commission,
or SEC. The public may read and copy any materials filed with the
Securities and Exchange Commission at the Security and Exchange Commission’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public
may also obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330. The
Securities and Exchange Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Securities and Exchange Commission.
The address of that site is http://www.sec.gov.
There are
no outstanding shares of our common stock which can be sold pursuant to Rule
144. There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock.
Dividend Policy. We have never
declared or paid a cash dividend on our capital stock. We do not expect to pay
cash dividends on our common stock in the foreseeable future. We currently
intend to retain our earnings, if any, for use in our business. Any dividends
declared in the future will be at the discretion of our board of directors and
subject to any restrictions that may be imposed by our lenders.
Equity Compensation Plan.
CrowdGather,
Inc. 2008 Stock Option and Award Plan
On May 9,
2008, our Board of Directors approved the CrowdGather, Inc. 2008 Stock Option
Plan (the “Plan”). The Plan permits flexibility in types of awards, and specific
terms of awards, which will allow future awards to be based on then-current
objectives for aligning compensation with increasing long-term shareholder
value.
The Board
of Directors, acting as a compensation committee (the “Committee”) will
generally administer the Plan. The Committee will have full power and authority
to determine when and to whom awards will be granted, including the type,
amount, form of payment and other terms and conditions of each award, consistent
with the provisions of the Plan. In addition, the Committee has the authority to
interpret the Plan and the awards granted under the Plan, and establish rules
and regulations for the administration of the Plan.
The
Committee may delegate certain administrative duties associated with the Plan to
our officers, including the maintenance of records of the awards and the
interpretation of the terms of the awards. The Committee may also delegate the
authority to grant awards to a subcommittee comprised of one or more Board
members, or to our executive officers, provided that such subcommittee or
executive officers cannot be authorized to grant wards to executive
officers.
Awards
under the Plan may be granted to any person who is (i) an employee of ours, (ii)
a non-employee member of the Board of Directors or the board of directors of any
of our subsidiaries, or (iii) a consultant who provides services to us; provided
that stock appreciation rights and non-qualified stock options shall be granted
only to persons as to which we are is the “service recipient,” as such term is
defined in Section 409A of the Internal Revenue Code.
The Plan
will terminate on May 9, 2018, unless all shares available for issuance have
been issued, the Plan is earlier terminated by the Board or the Committee, or
the Plan is extended by an amendment approved by our shareholders. No awards may
be made after the termination date. However, unless otherwise expressly provided
in an applicable award agreement, any award granted under the Plan prior to the
termination date may extend beyond the end of such period through the award’s
normal expiration date.
The
aggregate number of shares of the common stock authorized for issuance as awards
under the Plan is 12,000,000. The maximum aggregate number of shares of common
stock subject to stock options, stock appreciation rights, restricted stock or
stock unit awards which may be granted to any one participant in any one year
under the Plan is 1,000,000.
Under the
Plan, the Committee can grant stock options, stock appreciation rights,
restricted stock, stock units and performance units. Awards may be granted
alone, in addition to, or in combination with any other award granted under the
Plan. Subject to the limitations set forth in the Plan, the terms and conditions
of each award shall generally be governed by the particular document or
agreement granting the award. The terms and conditions set forth in an award
agreement may include, as appropriate:
|
·
|
number
of shares covered by the award;
|
|
·
|
acceptable
means of payment;
|
|
·
|
price
per share payable upon exercise
|
|
·
|
applicable
vesting schedule;
|
|
·
|
individual
performance criteria;
|
|
·
|
company
or group performance criteria; |
| · |
continued
employment requirement; |
| · |
transfer
restrictions; or |
| · |
any
other terms or conditions deemed appropriate by the Committee, in each
case not inconsistent with the 2008 Plan. |
Stock Options and Stock Appreciation
Rights. The holder of an option will be entitled to purchase a number of
shares of common stock at an exercise price not less than 100% of the fair
market value of a share on the date of grant during a specified time period, as
determined by the Committee. The option exercise price shall be paid in cash or
in such other form if and to the extent permitted by the Committee, including
without limitation by delivery of already owned shares. Other than in connection
with a change in our capitalization, the exercise price of an option may not be
reduced without shareholder approval.
The
holder of a stock appreciation right will be entitled to receive, in cash or
stock (as determined by the Committee), value with respect to a specific number
of shares equal to or otherwise based on the excess of the market value of a
share at the time of exercise over the exercise price of the right.
Restricted Stock and Stock
Units. The holder of restricted stock will own shares of common stock
subject to restrictions imposed by the Committee and subject to forfeiture to us
if the holder does not satisfy certain requirements (including, for example,
continued employment with us) for a specified period of time. The holder of
restricted stock units will have the right, subject to any restrictions imposed
by the Committee, to receive shares of common stock, or a cash payment equal to
the fair market value of those shares, at some future date determined by the
Committee, provided that the holder has satisfied certain requirements
(including, for example, continued employment with us until such future
date).
Performance
Awards. Performance stock or cash awards may be granted by the
Committee at its sole discretion, upon the attainment of performance goals as
set by the Committee. The maximum number of shares that may be
granted in any calendar year may not exceed 500,000 shares of common stock; cash
awards may not exceed $500,000.
Unless
otherwise provided by the Committee, awards under the Plan may only be
transferred by will or the laws of descent and distribution. The Committee may
permit further transferability pursuant to conditions and limitations that it
may impose, except that no transfers for consideration will be
permitted.
In the
event of any stock dividend, stock split, combination of shares, extraordinary
dividend of cash and/or assets, recapitalization, reorganization or any similar
event, the Committee is entitled to appropriately and equitably adjust the
number and kind of shares or other securities which are subject to the Plan or
subject to any award under the Plan.
Subject
to any restrictive terms which may be set forth in award agreements, in the
event we are a party to a merger or other reorganization, outstanding awards
shall be subject to the agreement of merger or reorganization. Such agreement
may provide, without limitation, for the assumption of outstanding awards by the
surviving corporation or its parent, for their continuation by us (if we are a
surviving corporation) for accelerated vesting and accelerated expiration, or
for settlement in cash.
The Board
may generally amend or terminate the Plan as determined to be advisable.
Shareholder approval may also be required for certain amendments pursuant to the
Internal Revenue Code, the rules of any market in which we participate, or rules
of the Securities and Exchange Commission. No amendment or alteration of the
Plan may be made which would impair the rights of any participant under any
outstanding award, without such participant’s consent, provided that no consent
is required with respect to any amendment or alteration if the Committee
determines that such amendment or alteration is either:
|
·
|
required
or advisable in order for us, the Plan or the award to satisfy any law or
regulation or to meet the requirements of any accounting standard,
or |
| · |
not
reasonably likely to significantly diminish the benefits provided under
such award, or that any such diminishment has been adequately
compensated. |
A copy of
the Plan is attached as Exhibit 10.1 to our report on Form 8-K filed on June 23,
2008, and is incorporated herein by reference. The foregoing description of the
Plan does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
Recent Sales of Unregistered
Securities. There have been no sales of unregistered securities within
the last three (3) years which would be required to be disclosed pursuant to
Item 701 of Regulation S-B, except for the following:
Upon the
closing of the Merger, we issued and sold an aggregate of 1,000,000 shares of
our common stock to two non-U.S. Persons, as that term is defined in Rule 902
(k) of Regulation S as promulgated by the SEC, at a price of $0.89 per
share. We intend to use the net proceeds of the offering for our
general working capital purposes. There were no commissions paid on
the sale of these shares. The investors were a non-U.S. persons and the sale was
made in an offshore transaction. No directed selling efforts were made in the
United States by us or any person acting on our behalf. The offer or sale was
not made to a U.S. person or for the account or benefit of a U.S. person. The
purchasers of the securities certified that they were not U.S. persons and were
not acquiring the securities for the account or benefit of any U.S. person. The
purchasers of the securities have agreed to resell such securities only in
accordance with the provisions of Regulation S or pursuant to registration under
the Securities Act of 1933. The shares of common stock issued to the purchaser
contain a legend to the effect that transfer is prohibited except in accordance
with the provisions of this Regulation S or pursuant to registration under the
Securities Act of 1933. We will not register any transfer of the securities
unless such transfer is made in accordance with the provisions of Regulation S
or pursuant to registration under the Securities Act of 1933.
On June
20, 2008, we sold 420,000 shares of our common stock to one investor in exchange
for $420,000 or $1.00 per share. The shares were issued in a transaction which
we believe satisfies the requirements of that exemption from the registration
and prospectus delivery requirements of the Securities Act of 1933, which
exemption is specified by the provisions of Section 5 of that act and Regulation
S promulgated pursuant to that act by the Securities and Exchange
Commission.
On July
8, 2008, we issued a convertible promissory note to one of our shareholders for
$500,000 (“Convertible Note”). The Convertible Note is due in one
year, or upon default, whichever is earlier, and bears interest at the annual
rate of 8%. The Convertible Note has a mandatory conversion feature
by which it will automatically convert to shares of the our common stock
immediately before the closing of a transaction or series of transactions in
which the Registrant sells equity securities in an amount equal to or greater
than $2,000,000 (“Next Equity Financing”). The holder of the Convertible Note
will receive shares at a rate that represents discount of 15% to the price per
share in the Next Equity Financing. In connection with the issuance of the
Convertible Note, we also agreed that the holder will be entitled to a grant of
warrants in an amount to be determined at the time of Next Equity Financing. The
Convertible Note was issued in a transaction which we believe satisfies the
requirements of that exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 5 of that act and Regulation S promulgated pursuant to
that act by the Securities and Exchange Commission.
As of
July 15, 2008, we have granted an aggregate total of 2,950,000 options to
purchase shares of our common stock to several of our employees. The
options covered by each grant vest as follows: 1/8 of total vests after 180 days
after grant; remaining to vest at the rate of 1/16 of the total every 90 days
thereafter, over 4 years. The options granted expire 10 years after
the date of grant.
The
options have been granted as follows. From May 9, 2008 to May 23,
2008, we granted an aggregate of 1,600,000 options with an exercise price of
$1.00 per share to ten individuals. From June 4, 2008 to June 16,
2008, we granted an aggregate of 650,000 options with an exercise price of $1.25
per share to four individuals. On June 20, 2008, we granted 400,000
options with an exercise price of $1.49 per share to one individual. From June
25, 2008 to July 3, 2008, we granted 300,000 options with an exercise price of
$1.35 per share to five individuals.
The
options were granted in transaction which we believe satisfies the requirements
of that exemption from the registration and prospectus delivery requirements of
the Securities Act of 1933, which exemption is specified by the provisions
of Section 4(2) of that act.
Use of Proceeds of Registered
Securities. There were no sales or proceeds during the calendar year
ended April 30, 2008, for the sale of registered securities.
Penny Stock
Regulation. Shares of our common stock will probably be
subject to rules adopted the Securities and Exchange Commission that regulate
broker-dealer practices in connection with transactions in “penny
stocks”. Penny stocks are generally equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in those securities is provided by the
exchange or system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules,
deliver a standardized risk disclosure document prepared by the Securities and
Exchange Commission, which contains the following:
|
·
|
a
description of the nature and level of risk in the market for penny stocks
in both public offerings and secondary
trading;
|
|
·
|
a
description of the broker’s or dealer’s duties to the customer and of the
rights and remedies available to the customer with respect to violation to
such duties or other requirements of securities’
laws;
|
|
·
|
a
brief, clear, narrative description of a dealer market, including "bid"
and "ask” prices for penny stocks and the significance of the spread
between the "bid" and "ask" price;
|
|
·
|
a
toll-free telephone number for inquiries on disciplinary
actions;
|
|
·
|
definitions
of significant terms in the disclosure document or in the conduct
of trading in penny stocks;
and
|
|
·
|
such
other information and is in such form (including language, type, size and
format), as the Securities and Exchange Commission shall require by rule
or regulation.
|
Prior to
effecting any transaction in penny stock, the broker-dealer also must provide
the customer the following:
|
·
|
the
bid and offer quotations for the penny
stock;
|
|
·
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
·
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
·
|
monthly
account statements showing the market value of each penny stock held in
the customer’s account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably
statement. These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. Holders of shares of our common
stock may have difficulty selling those shares because our common stock will
probably be subject to the penny stock rules.
Purchases of Equity Securities.
None during the period covered by this report.
Item 6. Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation.
This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. No assurance can be given
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
Critical Accounting Policies and
Estimates. Our Management’s Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources.
These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Annual
Report on Form 10-KSB for the year ended April 30, 2008.
Results
of Operations
For
the Year Ended April 30, 2008 as compared to the year ended April 30,
2007.
Revenue. We realized
revenues of $20,763 for the year ended April 30, 2008, in comparison to the
$17,877 that we generated for the year ended April 30, 2007. We anticipate that
we will begin to generate more significant revenues as we implement the
advertising and sponsorship initiatives for all of our web
properties.
Operating Expenses. For the
year ended April 30, 2008, our operating expenses were $430,730, resulting in
our loss from operations of $410,767. We also had other income of $1,392 for the
year ended April 30, 2008. Therefore, our net loss for the year ended April 30,
2008, was $410,175 after $800 for provision of income taxes. This is in
comparison to our operating expenses of $18,592 for the year ended April 30,
2007, where our loss from operations was $705. We also had other income of $30,
such that our loss after provision for income taxes of $800 was $1,475. We
anticipate that we will continue to incur significant general and administrative
expenses, but hope to continue generating increased revenues after developing
our business with the funds raised in our recent private offerings.
Liquidity and Capital
Resources. Our total assets were $518,973 as of April 30, 2008, which
consisted of cash of $295,934, prepaid expenses of $10,950, property and
equipment with a net value of $18,434, and intangible assets of $107,321,
represented by our domain names and other intellectual property owned, and deposits of $75,334
and $11,000, respectively. In conjunction with consummation of the
Merger, we issued 1,000,000 shares of common stock sold pursuant to a private
placement offering conducted in reliance on that exemption from the registration
and prospectus delivery requirements as specified in Regulation S in exchange
for cash of $890,000. On June 20, 2008, we sold 420,000 shares of our common
stock to one investor in exchange for $420,000 or $1.00 per share. On
July 8, 2008, we issued an 8% mandatorily convertible promissory note for
$500,000. The note is due July 8, 2009 if not yet converted.
Our
current liabilities as of April 30, 2008, totaled $36,822. We had no other
liabilities and no long-term commitments or contingencies at April 30,
2008.
During
the year ended April 30, 2008, we incurred significant professional fees
associated with the Merger. We expect that the legal and accounting costs of
being a public company will continue to impact our liquidity during the next
twelve months and we may need to obtain funds to pay those expenses. Other than
the anticipated increases in general and administrative expenses and legal and
accounting costs due to the reporting requirements of being a public company, we
are not aware of any other known trends, events or uncertainties, which may
affect our future liquidity.
Plan of Operation for the Next Twelve
Months. For the year ended April 30, 2008, we generated
revenues of $20,763. To effectuate our business plan during the next twelve
months, we need to generate increased revenues by expanding our online forum
offerings and increasing the capabilities of our existing online forums. Our
failure to do so will hinder our ability to increase the size of our operations
and generate additional revenues. If we are not able to generate additional
revenues that cover our estimated operating costs, our business may ultimately
fail.
We had
cash of $295,934 as of April 30, 2008. On June 20, 2008, we sold 420,000 shares
of our common stock to one investor in exchange for $420,000 or $1.00 per
share. On July 8, 2008, we issued an 8% mandatorily convertible
promissory note for $500,000. The note is due July 8, 2009 if not yet converted.
We estimate that our cash on hand subsequent to the offerings will not be
sufficient for us to continue and expand our current operations for the next
twelve months. Our forecast for the period for which our financial resources
will be adequate to support our operations involves risks and uncertainties and
actual results could fail as a result of a number of factors. Besides generating
revenue from our current operations, we believe we will need to raise additional
capital to expand our operations to the point at which we are able to operate
profitably. Other than anticipated increases in general and administrative
expenses and the legal and accounting costs of being a public company, we are
not aware of any other known trends, events or uncertainties, which may affect
our future liquidity.
We are
not currently conducting any research and development activities, except for
development of our CrowdGather platform, which we anticipate will cost
approximately $150,000 over the next twelve months. We do not anticipate
conducting any other research and development activities in the near
future.
We do not
anticipate that we will purchase or sell any significant equipment except for
computer equipment and furniture which we anticipate will cost approximately
$100,000 over the next twelve months.
We do not
anticipate any significant changes in the number of employees unless we are able
to significant increase the size of our operations. Our management believes that
we do not require the services of independent contractors to operate at our
current level of activity. However, if our level of operations increases beyond
the level that our current staff can provide, then we may need to supplement our
staff in this manner.
Off-balance
Sheet Arrangements
We had no
off-balance sheet arrangements at April 30, 2008.
Item 7. Financial
Statements
The
financial statements required by Item 7 are presented in the following
order:
CROWDGATHER,
INC.
REPORT
AND FINANCIAL STATEMENTS
YEARS
ENDED APRIL 30, 2008 AND 2007
|
|
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|
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|
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|
|
|
|
Page
|
| |
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
23
|
|
|
|
|
|
Balance
Sheets
|
|
24
|
|
|
|
|
|
Statements
of Operations
|
|
25
|
|
|
|
|
|
Statement
of Changes in Stockholders’ Equity
|
|
26
|
|
|
|
|
|
Statements
of Cash Flows
|
|
27
|
|
|
|
|
|
Notes
to Financial Statements
|
|
28
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
CrowdGather,
Inc.
We have
audited the accompanying balance sheets of CrowdGather, Inc. as of April 30,
2008 and 2007, and the related consolidated statements of operations,
stockholders’ equity and cash flows for the fiscal years then
ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CrowdGather, Inc. as of April 30,
2008 and 2007, and the results of its operations and its cash flows for the
fiscal years then in conformity with accounting principles generally accepted in
the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As more fully described in Note 2,
the Company has incurred recurring operating losses and has an accumulated
deficit. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 2. The financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.
Mendoza
Berger & Company, LLP
| |
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|
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|
|
/s/
Mendoza Berger & Company, LLP
|
|
|
|
|
|
Irvine,
California
July 18, 2008
|
|
|
|
|
CROWDGATHER,
INC.
BALANCE
SHEETS
ASSETS
|
|
|
2008
|
|
|
2007
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
|
|
$ |
295,934 |
|
|
$ |
1,127 |
|
|
Prepaid
expenses
|
|
|
10,950 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
306,884 |
|
|
|
1,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Property
and equipment, net of accumulated |
|
|
|
|
|
|
|
|
|
depreciation
of $6,025 and $4,101, respectively
|
|
|
18,434 |
|
|
|
1,099 |
|
|
|
|
|
|
|
|
|
|
|
|
Intangible
assets
|
|
|
107,321 |
|
|
|
100 |
|
| Deposit
in escrow |
|
|
75,334 |
|
|
|
- |
|
|
Security
deposit
|
|
|
11,000 |
|
|
|
- |
|
|
Total
assets
|
|
$ |
518,973 |
|
|
$ |
2,326 |
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
2008
|
|
|
2007
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$ |
36,022 |
|
|
$ |
- |
|
|
Income
taxes payable
|
|
|
800 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
36,822 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Common
stock, $0.001 par value, 975,000,000 shares |
|
|
|
|
|
|
|
|
|
authorized,
40,056,818 and 39,000,000 issued and
|
|
|
|
|
|
|
|
|
|
outstanding,
respectively
|
|
|
40,057 |
|
|
|
39,000 |
|
|
Additional
paid-in capital
|
|
|
888,943 |
|
|
|
- |
|
|
Accumulated
deficit
|
|
|
(446,849 |
) |
|
|
(36,674 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
482,151 |
|
|
|
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholder’s equity
|
|
$ |
518,973 |
|
|
$ |
2,326 |
|
See
accompanying notes to financial statements.
CROWDGATHER,
INC.
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED APRIL 30, 2008 AND 2007
|
|
|
2008
|
|
|
2007
|
|
| |
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
20,763 |
|
|
$ |
17,887 |
|
| |
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(430,730 |
) |
|
|
(18,592 |
) |
| |
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(410,767 |
) |
|
|
(705 |
) |
| |
|
|
|
|
|
|
|
|
| Other
income |
|
|
1,392 |
|
|
|
30 |
|
| |
|
|
|
|
|
|
|
|
| Loss
before provision for income taxes |
|
|
(409,375 |
) |
|
|
(675 |
) |
| |
|
|
|
|
|
|
|
|
| Provision
for income taxes |
|
|
800 |
|
|
|
800 |
|
| |
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(410,175 |
) |
|
$ |
(1,475 |
) |
| |
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding- basic and diluted
|
|
|
39,063,699 |
|
|
|
39,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share – basic and diluted
|
|
$ |
(0.01 |
) |
|
$ |
- |
|
See
accompanying notes to financial statements.
CROWDGATHER,
INC.
STATEMENTS
OF STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED APRIL 30, 2008 AND 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Common
Stock |
|
|
Paid-in |
|
|
Accumulated
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
April 30, 2006 (13:1 stock split retroactively restated)
|
|
|
39,000,000 |
|
|
$ |
39,000 |
|
|
$ |
- |
|
|
$ |
(35,199 |
) |
|
$ |
3,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the year ended April 30, 2007
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,475 |
) |
|
|
(1,475 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
April 30, 2007
|
|
|
39,000,000 |
|
|
|
39,000 |
|
|
|
- |
|
|
|
(36,674 |
) |
|
|
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash
|
|
|
1,000,000 |
|
|
|
1,000 |
|
|
|
889,000 |
|
|
|
- |
|
|
|
890,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for merger
|
|
|
26,000,000 |
|
|
|
26,000 |
|
|
|
(26,000 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
cancelled at merger
|
|
|
(25,943,182 |
) |
|
|
(25,943 |
) |
|
|
25,943 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the year ended April 30, 2008
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(410,175 |
) |
|
|
(410,175 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
April 30, 2008
|
|
|
40,056,818 |
|
|
$ |
40,057 |
|
|
$ |
888,943 |
|
|
$ |
(446,849 |
) |
|
$ |
482,151 |
|
See
accompanying notes to financial statements.
CROWDGATHER,
INC.
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED APRIL 30, 2008 AND 2007
|
|
|
2008
|
|
|
2007
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(410,175 |
) |
|
$ |
(1,475 |
) |
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
2,168 |
|
|
|
1,737 |
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses
|
|
|
(10,950 |
) |
|
|
- |
|
|
Security
deposits
|
|
|
(11,000 |
) |
|
|
- |
|
|
Accounts
payable and accrued expenses
|
|
|
34,894 |
|
|
|
- |
|
|
Income
taxes payable
|
|
|
800 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(394,263 |
) |
|
|
262 |
|
|
|
|
|
|
|
|
|
|
|
| Cash
flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(19,260 |
) |
|
|
- |
|
|
Purchase
of intangible assets
|
|
|
(107,221 |
) |
|
|
- |
|
|
Deposit
in escrow
|
|
|
(75,334 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(201,815 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
| Cash
flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds
from related party notes
|
|
|
312,890 |
|
|
|
- |
|
|
Payments
on related party notes
|
|
|
(312,890 |
) |
|
|
(1,600 |
) |
|
Proceeds
from the sale of common stock
|
|
|
890,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
890,000 |
|
|
|
(1,600 |
) |
|
|
|
|
|
|
|
|
|
|
| Net
increase (decrease) in cash |
|
|
293,922 |
|
|
|
(1,338 |
) |
| |
|
|
|
|
|
|
|
|
|
Cash,
beginning of year
|
|
|
1,127 |
|
|
|
2,465 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of year
|
|
$ |
295,934 |
|
|
$ |
1,127 |
|
See
accompanying notes to financial statements.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
|
1.
|
NATURE OF OPERATIONS
AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
CrowdGather,
Inc. (formerly WestCoast Golf Experiences, Inc., or “WestCoast”) (the "Company")
was incorporated under the laws of the State of Nevada on April 20,
2005.
On April
2, 2008, the Company, General Mayhem LLC (“General”) and the Company’s wholly
owned subsidiary, General Mayhem Acquisition Corp. (the “Acquisition
Subsidiary”, entered into an agreement and plan of merger (the “Merger
Agreement”). The merger contemplated by the Merger Agreement (“the “Merger”)
closed on April 8, 2008. The Merger resulted in General merging into the
Acquisition Subsidiary, with the acquisition subsidiary surviving. Prior to the
Merger, the Company effected a 13-for-1 stock split of its Shares. All share
numbers presented in this filing have been adjusted to reflect the stock split.
Each share of General was converted into and became one (1) Share, on a
post-stock split basis, such that former members of General now hold 26,000,000,
or approximately 64.9%, of the outstanding Shares. On April 8, 2008, pursuant to
the Agreement of Merger and Plan of Merger and Reorganization dated April 8,
2008 by and between WestCoast and Acquisition Subsidiary, the Acquisition
Subsidiary merged with and into WestCoast, with WestCoast surviving. In
connection with the latter merger, WestCoast changed its name to CrowdGather,
Inc. (“CrowdGather”).
This
entity also ceased. The Company is an internet company that specializes in
developing and hosting forum based websites and
is headquartered in Woodland
Hills, California.
|
|
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 and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reported
periods. Actual results could materially differ from those
estimates.
|
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
|
1.
|
NATURE OF OPERATIONS
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
|
|
For
purposes of the balance sheet and statement of cash flows, the Company
considers all highly liquid instruments purchased with maturity of three
months or less to be cash
equivalents.
|
|
|
Fair Value of
Financial Instruments
|
|
|
Pursuant
to Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosures About Fair Value
of Financial Instruments”, the Company is required to estimate the
fair value of all financial instruments included on its balance
sheet. The carrying value of cash and equivalents prepaid
expense, accounts payable and accrued expenses approximate their fair
value due to the short period to maturity of these
instruments.
|
Identifiable Intangible
Assets
In
accordance with SFAS No. 142, “Goodwill and Other Intangible
Assets”, goodwill and intangible assets with indefinite lives are not
amortized but instead are measured for impairment at least annually in the
fourth quarter, or when events indicate that an impairment exists. As
required by SFAS 142, in the impairment tests for indefinite-lived intangible
assets, the Company compares the estimated fair value of the indefinite-lived
intangible assets, website domain names, using a combination of discounted cash
flow analysis and market value comparisons. If the carrying value
exceeds the estimate of fair value, the Company calculates the impairment as the
excess of the carrying value over the estimate of fair value and accordingly,
records the loss.
Intangible
assets that are determined to have definite lives are amortized over their
useful lives and are measured for impairment only when events or circumstances
indicate the carrying value may be impaired in accordance with SFAS 144
discussed below.
Impairment of Long-Lived
Assets
In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets” (SFAS 144), the Company estimates the
future undiscounted cash flows to be derived from the asset to assess whether or
not a potential impairment exists when events or circumstances indicate the
carrying value of a long-lived asset may be impaired. If the carrying
value exceeds the Company’s estimate of future undiscounted cash flows, the
Company then calculates the impairment as the excess of the carrying value of
the asset over the Company’s estimate of its fair value.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
1.
NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income
Taxes
The
Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes”.
Under the asset and liability method of SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under SFAS 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period the enactment occurs. The components of the deferred tax
assets and liabilities are individually classified as current and non-current
based on their characteristics. A valuation allowance is provided for
certain deferred tax assets if it is more likely than not that the Company will
not realize tax assets through future operations.
Comprehensive
Income
The
Company applies Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive
Income” (SFAS 130). SFAS 130 establishes standards for the
reporting and display of comprehensive income or loss, requiring its components
to be reported in a financial statement that is displayed with the same
prominence as other financial statements. For the years ended April
30, 2008 and 2007, the Company had no other components of comprehensive loss
other than the net loss as reported on the statement of operations.
Basic and Diluted Loss Per
Share
In
accordance with SFAS No. 128, “Earnings Per Share”, basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares
outstanding. Diluted loss per common share is computed similar to
basic loss per common share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. As of April 30, 2008 and 2007, the Company did not have any
equity or debt instruments outstanding that could be converted into common
stock.
Revenue
Recognition
Revenues
are to be recognized in accordance with Staff Accounting Bulletin
(SAB) No. 101, “Revenue Recognition in Financial Statements,” as
amended by SAB No. 104, “Revenue Recognition” when (a) persuasive
evidence of an arrangement exists, (b) the services have been provided to the
customer, (c) the fee is fixed or determinable, and (d) collectibility is
reasonably assured.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
1.
NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent Accounting
Pronouncements
SFAS No. 157 – In
September 2006, the FASB issued Statement 157, “Fair Value
Measurements”. This Statement defines fair value, establishes
a framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This
Statement applies under other accounting pronouncements that require or permit
fair value measurements, the Board having previously concluded in those
accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this Statement does not require any new fair
value measurements. However, for some entities, the application of
this Statement will change current practice. This Statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting
entity has not yet issued financial statements for that fiscal year, including
financial statements for an interim period within that fiscal
year. The Company is currently assessing the potential effect of SFAS
157 on its financial statements.
SFAS No. 158 – In
September 2006, the FASB issued Statement No. 158 “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This Statement improves
financial reporting by requiring an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This
Statement also improves financial reporting by requiring an employer to measure
the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions.
An
employer with publicly traded equity securities is required to initially
recognize the funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the fiscal year ending after
December 15, 2006. An employer without publicly traded equity
securities is required to recognize the funded status of a defined benefit
postretirement plan and to provide the required disclosures as of the end of the
fiscal year ending after June 15, 2007. The adoption of this standard did not a
have a material impact on the company’s financial statements.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements (Continued)
SFAS No. 159 – In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), The Fair Value Option for Financial
Assets and Financial Liabilities – including an amendment of
SFAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities, which applies to all
entities with available-for sale and trading securities. This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on or
before November 15, 2007, provided the entity also elects to apply the
provisions of FASB Statement No. 157, Fair Value Measurements. We
plan to adopt SFAS 159 effective June 1, 2008. We are in the process
of determining the effect, if any, the adoption of SFAS 159 will have on our
financial statements.
SFAS No. 141 (revised
2007) – In December 2007, the FASB issued Statement No. 141 (revised
2007), Business
Combinations. This statement replaces
FASB Statement No. 141 Business
Combinations. The objective of this Statement is to improve
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports about a
business combination and its effects. To accomplish that, this Statement
establishes principles and requirements for how the acquirer 1) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquire, 2)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase, and 3) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. This Statement applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. The Company is currently assessing the potential effect of SFAS 141
(revised 2007) on its financial statements.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements (Continued)
SFAS No. 160 – In
December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. The objective of this
Statement is to improve the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require 1) the ownership interests in subsidiaries held by parties other than
the parent be clearly identified, labeled, and presented in the consolidated
statement of financial position within equity, but separate from the parent’s
equity, 2) the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, 3) changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, 4) when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, and 5) entities provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. This Statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company is currently
assessing the potential effect of SFAS 160 on its financial
statements.
SFAS No. 161 - In
March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.” This Statement changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.
This
Statement is intended to enhance the current disclosure framework in Statement
133. The Statement requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. This
disclosure better conveys the purpose of derivative use in terms of the risks
that the entity is intending to manage. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format should provide a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Disclosing information about credit-risk-related
contingent features should provide information on the potential effect on an
entity’s liquidity from using derivatives.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements (Continued)
This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. The
Company is currently evaluating SFAS 161 and has not yet determined its
potential impact on its future results of operations or financial
position.
As shown
in the accompanying financial statements, the Company has incurred a net loss of
$410,175 for the fiscal year ended April 30, 2008 and additional debt or equity
financing will be required by the Company to fund its activities and to support
operations. However, there is no assurance that the Company will be
able to obtain additional financing. Furthermore, there is no
assurance that rapid technological changes, changing customer needs and evolving
industry standards will enable the Company to introduce new products on a
continual and timely basis so that profitable operations can be
attained.
3.
INTANGIBLE
ASSETS
The
Company purchased website domain names for cash in the amount of $107,221and $100
during the years ended April 30, 2008 and 2007,
respectively. Management has determined that there was no impairment
of long-lived assets at April 30, 2008 and 2007.
4. ACCRUED
EXPENSES
Accrued Wages and
Compensated Absences
As of
2007 the Company had no employee. The Company acquired three employees, they do
not accrue for expense; and as such, there is no accrual for wages or
compensated absences as of April 30, 2008.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
5. STOCKHOLDERS’
EQUITY
During
March 2008, the Company effected a 13-for-1 stock split of its Shares. All share
numbers presented in this filing have been adjusted to reflect the stock
split.
During
April 2008, in conjunction with the Merger Agreement, a major shareholder
cancelled 25,943,182 shares of its common stock and the Company issued
26,000,000 shares of its common stock the former members of
General.
During
April 2008, the Company issued 1,000,000 of its common stock in connection with
a subscription agreement and received $890,000 cash.
6.
PROVISION FOR INCOME
TAXES
As of
April 30, 2008, the Company has recognized the minimum amount of franchise tax
required under California corporation law of $800. The Company is not
currently subject to further federal or state tax since it has incurred losses
since its inception.
As of
April 30, 2008, the Company had federal and state net operating loss carry
forwards of approximately ($447,000), which can be used to offset future federal
and state income tax. The federal and state net operating loss carry forwards
expire at various dates through 2028. Deferred tax assets are reduced by a
valuation allowance, when in the opinion of management, utilization is not
likely to be realized. The following is a summary of the provision for income
taxes at April 30:
| |
|
2008
|
|
|
2007
|
|
| Federal net
operating loss (@ 34% and 15% respectively) |
|
$ |
139,500 |
|
|
$ |
5,500 |
|
| State net operating
loss (@ 8.84%) |
|
|
36,250 |
|
|
|
3,250 |
|
| Less: valuation
allowance |
|
|
(175,750 |
) |
|
|
(8,750 |
) |
| Minimum state
franchise tax |
|
|
800 |
|
|
|
800 |
|
| |
|
$ |
800 |
|
|
$ |
800 |
|
7.
RELATED PARTY
TRANSACTIONS
The
Company periodically receives cash advances from its majority stockholder for
the payment of various expenses. These cash advances bear no
interest, are due upon demand, and are to be repaid as cash becomes
available. In lieu of repayment, the majority stockholder may request
the Company to consider the advances as additional paid in capital.
During
March 2008, a former member of General, Typhoon Capital, purchased various
strategic websites and domain names on behalf of the company in exchange for a
promissory note payable in the amount of $94,020. This note was due in 2 years
and accrued interest at the rate of 10% beginning in May 2008. The
note was paid in full during April 2008.
In
addition, a former member of General also advanced $300,000 in cash to the
Company and made a payment in the amount of $6,000 to a vendor of the
Company. As a result, the Company issued a promissory note payable in
the amount of $306,000. The note was due in 2 years and accrued
interest at the rate of 10% beginning in May 2008. The note was paid
in full during April 2008.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
8. SUBSEQUENT
EVENTS
On
May 7, 2008, the Company's deposit in escrow in the amount of $75,334 was
returned to the Company following the recession of its purchase of a web site
domain intangible asset.
On
May 9, 2008 the Board of Directors of the Company approved the CrowdGather, Inc.
2008 Stock Option Plan (the “Plan”). The Plan permits flexibility in types of
awards, and specific terms of awards, which will allow future awards to be based
on then-current objectives for aligning compensation with increasing long-term
shareholder value. The aggregate number of shares of common stock authorized for
issuance under the Plan is 12,000,000. The maximum aggregate number of shares
that may be granted under the Plan in any one year is 1,000,000. The Plan will
terminate in 2018, unless all shares available for issuance have been issued,
the Plan is earlier terminated by the Board, or the Plan is extended by an
amendment approved by the Company's stockholders.
On
May 27, 2008, the Company entered into and closed a Websites and Domain Name
Acquisition and Transfer Agreement with Yusuf Mullan to acquire certain websites
and domain names for $170,000. This purchase included software, data
and programming code, user lists, databases, domain names and name
registrations, goodwill, and the rights to enforce future
infringement. The websites ngemu.com and pcs.net were purchased along
with the domain names: aldostools.com, ngemu.com, emuforums.com, psxemu.com, and
pcsx.net.
On June
20, 2008, the Company sold 420,000 shares of its common stock to one investor in
exchange for $420,000 or $1.00 per share.
On July
8, 2008, the Company issued an 8% mandatorily convertible promissory note for
$500,000. The note is due July 8, 2009 if not yet converted.
Item 8. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.
There
have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation
S-B.
With the
Closing of the Merger described above, we dismissed Dale Matheson Carr-Hilton
Labonte, LLP (“Dale Matheson”) as our principal accountant effective on such
date, and we appointed Mendoza Berger & Company, LLP (“Mendoza”) as our new
principal accountant. Dale Matheson’s report on our financial
statements for fiscal years 2006 and 2007 did not contain an adverse opinion or
a disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles, with the exception of a qualification
with respect to uncertainty as to our ability to continue as a going
concern. The decision to change accountants was recommended and
approved by our Board of Directors.
During
fiscal years 2006 and 2007, and the subsequent interim period through Closing,
there were no disagreements with Dale Matheson on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures, which disagreement(s), if not resolved to the satisfaction
of Dale Matheson, would have caused them to make reference to the
subject matter of the disagreement(s) in connection with their report, nor were
there any reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation
S-B.
We
engaged Mendoza as our new independent accountant as of
Closing. During fiscal years 2006 and 2007, and the subsequent
interim period through Closing, we nor anyone on our behalf engaged Mendoza
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, or any matter that was either the
subject of a “disagreement” or a “reportable event,” both as such terms are
defined in Item 304 of Regulation S-B.
Item 8A. Controls and
Procedures.
Evaluation
of disclosure controls and procedures.
We
maintain controls and procedures designed to ensure that information required to
be disclosed in the reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Based upon their evaluation of those controls and procedures
performed as of April 30, 2008, the date of this report, our chief executive
officer and the principal financial officer concluded that our disclosure
controls and procedures were not effective. As described below under
management's report on internal control over financial reporting.
Item 8A(T). Controls and
Procedures.
(a)
Management's annual report on internal control over financial
reporting.
Sanjay
Sabnani, our Chief Executive Officer and Chief Financial Officer, is responsible
for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule
13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as
a process designed by, or under the supervision of, our principal executive and
principal financial officers and effected by our board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
|
·
|
pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our
assets;
|
|
·
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of management and our
directors; and
|
|
·
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial
statements.
|
Because
of its inherent limitations, our internal control over financial reporting may
not prevent or detect misstatements. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Sanjay
Sabnani, our Chief Executive Officer and Chief Financial Officer, assessed the
effectiveness of our internal control over financial reporting as of April 30,
2008. In making this assessment, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal
Control — Integrated Framework.
Based on
our assessment, Mr. Sabnani believes that, as of April 30, 2008, our internal
control over financial reporting is not effective based on those criteria, due
to the following:
|
·
|
lack
of proper segregation of functions, duties and responsibilities with
respect to our cash and control over the disbursements related thereto due
to our very limited staff, including our accounting
personnel.
|
In light
of this conclusion and as part of the preparation of this report, we have
applied compensating procedures and processes as necessary to ensure the
reliability of our financial reporting. Accordingly, management
believes, based on its knowledge, that (1) this report does not contain any
untrue statement of a material fact or omit to state a material face necessary
to make the statements made not misleading with respect to the period covered by
this report, and (2) the financial statements, and other financial information
included in this report, fairly present in all material respects our financial
condition, results of operations and cash flows for the years and periods then
ended.
This
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
report.
(b)
Changes in internal control over financial reporting.
There
were no significant changes in our internal control over financial reporting
during the fourth quarter of the year ended April 30, 2008, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Item 8B. Other
Information.
None.
PART
III
Item 9. Directors, Executive
Officers, Promoters and Control Persons and Corporate Governance; Compliance
with Section 16(a) of the Exchange Act.
Executive Officers and
Directors. Directors are elected to serve until the next annual meeting
of stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and qualified.
The
following table sets forth information regarding our executive officer and
directors.
|
Name
|
Age
|
Position
|
|
Sanjay
Sabnani
|
38
|
CEO,
President, Secretary, Chief Financial Officer, Treasurer and
Director
|
|
Gaurav
Singh
|
31
|
Vice
President for Operations and Finance
|
|
Fernando
Munoz
|
49
|
Vice
President for Technology
|
|
Zoe
Myerson
|
55
|
Vice
President of World-wide Sales
|
Sanjay Sabnani. Sanjay Sabnani
was appointed as Chief Executive Officer, President, Chief Financial Officer,
Secretary, and Treasurer of WestCoast on April 2, 2008 and became our sole
director shortly thereafter. Mr. Sabnani founded General Mayhem, LLC in May
2004. While building General Mayhem, LLC’s operations and network communities
Mr. Sabnani has served senior executive roles in several public companies
including: EVP Strategic Development at Hythiam, Inc. (NASDAQ:HYTM) from April
2004 to December 2007; and President and Director at Venture Catalyst, Inc.
(NASDAQ:VCAT), from July 1999 to November 2000, Mr. Sabnani assisted
in raising over $200 million in public equity financing for these companies, and
served as the chief strategist and communicator for these businesses during his
tenure with each. In addition, Mr. Sabnani has served as Chairman of the Board
of two distinguished non-profits: Artwallah (arts festival); and TiE SoCal
(venture capital networking).Mr. Sabnani was also the founder of another
California charity, EndDependence (scholarships for addiction treatment).Mr.
Sabnani received his BA in English Literature from UCLA in 1999. Mr.
Sabnani is not an officer or director of any other reporting
company.
Gaurav
Singh. Mr.
Singh, 31, began working with us in April 2008 and was appointed to his current
position as Vice President of Operations and Finance in June
2008. Prior to that, Mr. Singh was the director of finance for MD
Synergy LLC from 2007 to 2008; from 2002 to 2006, he was controller, and then
administrator for Specialty Surgical Center. Mr. Singh holds a masters degree in
business administration from the Anderson School at UCLA, earned in 2002, and a
bachelor’s degree in business studies from the Delhi University, earned in 1997.
Mr. Singh is not an officer or director of any other reporting
company. Mr. Singh will receive a salary of $140,000
annually. He owns 200,000 shares of our common stock upon joining us,
and options to purchase 400,000 shares of our common stock at $1.00 per
share.
Fernando
Munoz. Mr.
Munoz, 49, was appointed as our Vice President for Technology in June
2008. Mr. Munoz is a seasoned Information Systems Engineer with more
than 20 years’ experience in the computer sciences field. Before
moving to the United States in 1990, Munoz co-founded and served as CTO at Vecom
Computacion Ltda. In 1999, Mr. Munoz became the Vice President of Digital Media
with Lionsgate Entertainment, implementing the first industry digital assets
management system. In 2004, Mr. Munoz went on to co-found the Digital
Agency Group Inc. which focused on Internet marketing for major Los Angeles film
studios, where he remained until 2007. Since that time Mr. Munoz has
served as a technology consultant for Corning Inc., Price Pfister Inc., Wedding
Solutions and IBM. Mr. Munoz was awarded a bachelors in system engineering from
the Universidad Santa Maria, and in 1985, was awarded a liberal arts
degree. Mr. Munoz is not an officer or director of any other
reporting company. Mr. Munoz is expected to receive an annual salary of
$145,000. In May 2008, he was granted the option to purchase 400,000
shares of our common stock at $1.00 per share.
Zoe
Myerson. Ms.
Myerson, 55 was appointed as our Vice President of Worldwide Sales. From 2006 to
the present, Ms. Myerson served as the director of recruiting West Coast for DRS
Recruiting. Her career in sales and marketing for a variety of dynamic
enterprises spans over twenty-five years. Most recently, from 2005 to
2006, she was the director of sales for 411 Web Interactive; from 2003 to 2005,
she was vice president for sales for Chief Executive Magazine; from 2001 to
2003, she was vice president for sales for Voice Web Corporation. Ms. Myerson
has received specialized education in sales, sales training and in
marketing. In 1974, Ms. Myerson earned her bachelors degree in
graphic design and psychology from American University. Ms. Myerson is not an
officer or director of any other reporting company. Ms. Myerson is
expected to receive an annual salary of $160,000. On June 11, 2008,
Ms. Myerson was granted options to purchase 400,000 shares of our common stock
at $1.25 per share.
All
directors hold office until the completion of their term of office, which is not
longer than one year, or until their successors have been
elected. Sanjay Sabnani’s term of office expires on April 2, 2009.
All officers are appointed annually by the board of directors and, subject to
employment agreements (which do not currently exist), serve at the discretion of
the board. Currently, directors receive no compensation.
There is
no family relationship between any of our officers or
directors. There are no orders, judgments, or decrees of any
governmental agency or administrator, or of any court of competent jurisdiction,
revoking or suspending for cause any license, permit or other authority to
engage in the securities business or in the sale of a particular security or
temporarily or permanently restraining any of our officers or directors from
engaging in or continuing any conduct, practice or employment in connection with
the purchase or sale of securities, or convicting such person of any felony or
misdemeanor involving a security, or any aspect of the securities business or of
theft or of any felony. Nor are any of the officers or directors of any
corporation or entity affiliated with us so enjoined.
Section 16(a) Beneficial Ownership
Reporting Compliance. We believe that our officers, directors, and
principal shareholders have filed all reports required to be filed on,
respectively, a Form 3 (Initial Statement of
Beneficial Ownership of Securities), a Form 4 (Statement of Changes of
Beneficial Ownership of Securities), or a Form 5 (Annual Statement of
Beneficial Ownership of Securities).
Committees. Our Board of
Directors does not have an Audit Committee, Compensation Committee, or
Nominating and Corporate Governance Committee because, due to the Board’s
composition and our relatively limited operations, we are able to effectively
manage the issues normally considered by such committees. Our new Board of
Directors may undertake a review of the need for these committees.
Audit Committee and Financial Expert. Presently, the board of
directors acts as the audit committee. The board of directors does not have an
audit committee financial expert. The board of directors has not yet recruited
an audit committee financial expert to join the board of directors because we
have only recently commenced a significant level of financial operations. During
the fiscal year ended April 30, 2008, we did not have an audit committee
financial expert because the cost related to retaining a financial expert was
prohibitive. Further, because of the size of our operations, we believe the
services of a financial expert are not warranted.
During
the next six to twelve months, we hope to establish an audit committee, which
will be responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and, (5) funding for the outside auditory and any outside
advisors engagement by the audit committee. We will adopt an audit committee
charter when we establish the audit committee.
Item 10. Executive
Compensation
Summary Compensation
Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our
principal executive officer during the years ending April 30, 2008 and
2007.
|
Name
and Principal Position
|
Year
Ended
|
Salary
$
|
Bonus
$
|
Stock
Awards
$
|
Option
Awards
$
|
Non-Equity
Incentive
Plan Compensation
$
|
Nonqualified
Deferred
Compensation
Earnings
$
|
All
Other
ompensation
$
|
Total
$
|
| |
|
|
|
|
|
|
|
|
|
|
Sanjay
Sabnani President, Secretary, CFO
|
2008
|
13,846
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
Suzanne
Fischer, Former Officer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
50,000(1)
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
Roger
Arnet, Former Officer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Tyler
Halls, Former Officer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(1)
Onetime payment to Suzanne Fischer in connection with her service as our
officer.
The
following officers currently receive the following salary for their respective
positions with the Company:
|
1.
|
Sanjay
Sabnani will receive an annual salary of
$180,000.
|
|
2.
|
Gaurav
Singh will receive an annual salary of
$140,000.
|
|
3.
|
Fernando
Munoz will receive an annual salary of
$145,000.
|
|
4.
|
Zoe
Myerson will receive an annual salary of
$160,000.
|
Stock Options/SAR
Grants.
On May 9,
2008 our Board of Directors adopted the CrowdGather, Inc. 2008 Stock Option Plan
(“Plan”) as described herein. On that same date, the Board of Directors
granted the 400,000 options with an exercise price of $1.00 per share to Gaurav
Singh and 400,000 options with an exercise price of $1.00 per share to Fernando
Munoz. On June 11, 2008, Board of Directors granted 400,000 options with an
exercise price of $1.25 per share to Zoe Myerson. On June 20, 2008, the Board of
Directors granted 400,000 options with an exercise price of $1.49 per share to
Sanjay Sabnani. All of the options covered by each grant vest as follows: 1/8 of
total vests after 180 days after grant; remaining to vest at the rate of 1/16 of
the total every 90 days thereafter, over 4 years. The options granted
expire 10 years after the date of grant.
Long-Term Incentive Plans. As
of April 30, 2008, we had no group life, health, hospitalization, or medical
reimbursement or relocation plans in effect. Further, we had no pension plans or
plans or agreements which provide compensation on the event of termination of
employment or change in control of us.
Employment Contracts and Termination
of Employment. We do not anticipate that we will enter into any
employment contracts with any of our employees. We have no plans or arrangements
in respect of remuneration received or that may be received by our executive
officers to compensate such officers in the event of termination of employment
(as a result of resignation or retirement), except as follows:
|
1.
|
If
terminated without Good Cause (as defined below), Gaurav Singh is entitled
to one month of severance pay equal to one month of his base salary during
the first six months of employment and severance pay equal to three months
of his base salary if terminated after six months of
employment.
|
|
2.
|
If
terminated without Good Cause, Fernando Munoz is entitled to one month of
severance pay equal to one month of his base salary during the first six
months of employment and severance pay equal to three months of his base
salary if terminated after six months of
employment.
|
|
3.
|
If
terminated without Good Cause, Zoe Myerson is entitled to one month of
severance pay equal to one month of her base salary during the first six
months of employment, severance pay equal to three months of her base
salary if terminated after six months of employment and severance pay
equal to six months of her base salary if terminated after twelve months
of employment.
|
For all
of the above, a termination shall be for “Good Cause” if the officer, in the
subjective good faith opinion of the Company, shall
|
1.
|
Commit
and act of fraud, moral turpitude, misappropriation of funds or
embezzlement;
|
|
2.
|
Breach
his/her fiduciary duty to the Company, including, but not limited to, acts
of self-dealing (whether or not for personal
profit);
|
|
3.
|
Materially
breach this agreement , the Confidentiality Agreement, or the Company’s
written Codes of Ethics as adopted by the Board of
Directors;
|
|
4.
|
Willful,
reckless or grossly negligent violation of any applicable state or federal
law or regulation; or
|
|
5.
|
Fail
to or refuse (whether willful, reckless or negligent) to substantially
perform the responsibilities and duties specified herein (other than a
failure caused by temporary disability); provided, however, that no
termination shall occur on that basis unless the Company first provides
his/her with written notice to cure; the notice to cure shall reasonably
specify the acts or omissions that constitute his/her failure or refusal
to perform his/her duties, and he/she shall have reasonable opportunity
(not to exceed 10 days after the date of notice to cure) to correct
his/her failure or refusal to perform his/her duties; termination shall be
effective as of the date of written notice to
cure.
|
|
Option Awards
|
Stock
Awards
|
|
Name
|
Number
of Securities Underlying Unexercised Options
#
Exercisable
|
#
Un-exercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
Not
Vested
|
Market
Value
of
Shares
or Units Not
Vested
|
Equity
Incentive Plan Awards: Number of Unearned
Shares,
Units
or
Other
Rights
Not
Nested
|
Value
of Unearned Shares, Units
or
Other
Rights
Not Vested
|
| |
|
|
|
|
|
|
|
|
|
|
Sanjay
Sabnani President, Secretary, CFO, Principal Accounting
Officer
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
Suzanne
Fischer, former officer
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
Roger
Arnet, former officer
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
Tyler
Halls, former officer
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Director Compensation. Our
directors received the following compensation for their service as directors
during the fiscal year ended April 30, 2008:
|
Name
|
Fees
Earned
or
Paid
in
Cash
|
Stock
Awards
$
|
Option
Awards
$
|
Non-Equity
Incentive
Plan Compensation
$
|
Non-Qualified
Deferred
Compensation
Earnings
$
|
All
Other
Compensation
$
|
Total
$
|
| |
|
|
|
|
|
|
|
|
Sanjay
Sabnani, director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
Suzanne
Fischer, former director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
Roger
Arnet, former director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
Tyler
Halls, former director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Item 11. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 22, 2008, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
|
Title
of
Class
|
Name
and Address
of
Beneficial
Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class (3)
|
| |
|
|
|
|
Common
Stock
|
Sanjay
Sabnani
19069
Braemore Road
Northridge,
California 91326
|
22,110,550
shares (1)
CEO,
President, Secretary, CFO,
Treasurer
and director
|
54.6%
|
|
Common
Stock
|
Typhoon
Capital Consultants, LLC (2)
19069
Braemore Road
Northridge,
California 91326
|
21,210,550
shares
|
52.4%
|
|
Common
Stock
|
Vinay
Holdings (4)
P.O.
Box 983 Victoria,
Mahe,
Republic of Seychelles
|
2,664,450
shares
Beneficial
Owner
|
6.58%
|
|
Common
Stock
|
Gaurav
Singh
c/o
20300 Ventura Blvd. Suite 330 Woodland Hills, California
91364
|
200,000
shares held
Vice
President of
Operations
and Finance
|
0.5%
|
|
Common
Stock
|
Fernando
Munoz
c/o
20300 Ventura Blvd. Suite 330 Woodland Hills, California
91364
|
No
shares held
Vice
President for Technology
|
0.0%
|
|
Common
Stock
|
Zoe
Myerson
c/o
20300 Ventura Blvd. Suite 330 Woodland Hills, California
91364
|
No
shares held
Vice
President of
World-wide
Sales
|
0.0%
|
|
Common
Stock
|
All
directors and named executive officers as a group
|
22,310,550
shares
|
55.1%
|
|
(1)
|
Includes
those 21,210,550 shares, which are held by Typhoon Capital Consultants,
LLC, of which Sanjay Sabnani is the beneficial owner, and 900,000 shares
held by Sabnani Children Income Trust, of which Sanjay Sabnani may be
deemed to have beneficial ownership due to his spouse's role as sole
trustee for this trust. Sabnani disclaims beneficial ownership of those
900,000 shares, except as to his pecuniary interest
therein.
|
|
(2)
|
Sanjay
Sabnani holds voting and dispositive power over the shares of Typhoon
Capital Consultants, LLC. |
|
(3)
|
Based
on 40,476,818 common shares issued and outstanding as of July 22,
2008. |
|
(4)
|
Parshotam
Shambhunath Vaswani holds voting and dispositive power over the shares of
Vinay Holdings, Ltd. |
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.
Changes in
Control. Our management is not aware
of any arrangements which may result in “changes in control” as that term is
defined by the provisions of Item 403(c) of Regulation S-B.
No Equity Compensation Plan.
We do not have any securities authorized for issuance under any equity
compensation plan. We also do not have an equity compensation plan
and do not plan to implement such a plan.
Item 12. Certain
Relationships and Related Transactions, and Director
Independence.
Related
party transactions.
Upon the
closing of the Merger , Roger Arnet, our former officer, director and
principal shareholder sold 56,818 of his shares in a private transaction and
agreed to cancel the balance of his interest in us in exchange for
certain computer related assets of our previous business operations that were
valued at approximately $670.
In March
2008, Typhoon Capital, the principal member of General, purchased various
strategic websites and domain names on behalf of General in exchange for a
promissory note payable in the amount of $94,020. This note is due in 2 years
and accrues interest at the rate of 10% beginning in May 2008.
In
addition, Typhoon Capital also advanced $300,000 in cash to General and made a
payment in the amount of $6,000 to a vendor of General. As a result,
General issued a promissory note payable in the amount of
$306,000. The note is due in 2 years and accrues interest at the rate
of 10% beginning in May 2008.
In March
2008, Typhoon Capital transferred a total of 8.2% membership interest in
General. 3.5% membership interest was transferred into a trust for parties
related to the member, and 4.7% was transferred to non-related
parties.
On July
8, 2008, we issued a convertible promissory note to one of our shareholders for
$500,000 (“Convertible Note”). The Convertible Note is due in one
year, or upon default, whichever is earlier, and bears interest at the annual
rate of 8%. The Convertible Note has a mandatory conversion feature
by which it will automatically convert to shares of the our common stock
immediately before the closing of a transaction or series of transactions in
which the Registrant sells equity securities in an amount equal to or greater
than $2,000,000 (“Next Equity Financing”). The holder of the Convertible Note
will receive shares at a rate that represents discount of 15% to the price per
share in the Next Equity Financing. In connection with the issuance of the
Convertible Note, we also agreed that the holder will be entitled to a grant of
warrants in an amount to be determined at the time of Next Equity
Financing.
There
have been no other related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.
With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions, including, but not limited to, the
following:
|
·
|
disclose
such transactions in prospectuses where
required;
|
|
·
|
disclose
in any and all filings with the Securities and Exchange Commission, where
required;
|
|
·
|
obtain
disinterested directors consent;
and
|
|
·
|
obtain
shareholder consent where required.
|
Director Independence. Members of our
Board of Directors are not independent as that term is defined by defined in
Rule 4200(a)(15) of the Nasdaq Marketplace Rules.
Item 13.
Exhibits
| Exhibit
No. |
Description |
|
2.1*
|
Agreement
and Plan of Merger by and among WestCoast Golf Experiences, Inc., General
Mayhem LLC and General Mayhem Acquisition Corp., dated April 2,
2008
|
|
2.2*
|
Agreement
of Merger and Plan of Merger and Reorganization dated April 8, 2008 by and
between WestCoast Golf Experiences, Inc., a Nevada corporation and General
Mayhem Acquisition Corp., a Nevada
corporation.
|
|
3.1
|
Articles
of Incorporation, incorporated by reference to Exhibit 3.1 of WestCoast’s
Registration Statement on Form SB-2 filed on June 20,
2005
|
|
3.2*
|
Certificate
of Change in number of authorized shares as filed with the Secretary of
State of Nevada on March 27, 2008
|
| 3.3* |
Articles
of Merger as filed with the Secretary of State of the State of Nevada on
April 8, 2008 |
|
3.4
|
Bylaws
of the Company, incorporated by reference to Exhibit 3.2 of WestCoast’s
Registration Statement on Form SB-2 filed on June 20,
2005
|
| 4.1* |
Form
of Subscription Agreement |
| 10.1* |
Cancellation
Agreement, by and between the Company and Roger Arnet, dated as of April
1, 2008 |
| 10.2** |
2008
Stock Option Plan |
| 10.3** |
Website
and Domain Name Acquisition Agreement |
| 10.4*** |
Convertible
Promissory Note |
| 14 |
Code
of Ethics**** |
| 31 |
Section
302 Certification by Chief Executive Officer and Chief Financial
Officer |
| 32 |
Section
906 Certification by Chief Executive Officer and Chief Financial
Officer |
* Incorporated
by reference to our Report on Form 8-K filed on April 8, 2008.
** Incorporated
by reference to our Report on Form 8-K filed on June 24, 2008.
*** Incorporated
by reference to our Report on Form 8-K filed on July 11, 2008.
**** Incorporated
by reference to our Report on Form 8-K filed on July 23, 2008.
Item 14. Principal
Accountant Fees and Services.
Audit Fees. The aggregate fees
billed in each of the fiscal years ended April 30, 2008 and 2007 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and quarterly review of the financial statements
included in our Form 10-KSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $28,141 and $7,900, respectively.
Audit-Related Fees. For the
fiscal year ended April 30, 2008, there were no fees billed for services
reasonably related to the performance of the audit or review of the financial
statements outside of those fees disclosed above under “Audit
Fees.”
Tax Fees. For the fiscal years
ended April 30, 2008 and April 30, 2007, our accountants rendered services for
tax compliance, tax advice, and tax planning work for which we paid $1,575 and
$0, respectively.
All Other Fees.
None.
Pre-Approval Policies and Procedures.
Prior to engaging our accountants to perform a particular service, our
board of directors obtains an estimate for the service to be performed. All of
the services described above were approved by the board of directors in
accordance with its procedures.
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 in the
City of Henderson, Nevada, on July 29,
2008.
| |
CrowdGather,
Inc.
a
Nevada corporation
|
|
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By:
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/s/ Sanjay
Sabnani |
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Sanjay
Sabnani
|
|
| |
|
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|
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Its: |
Principal
executive officer
President,
CEO and director
|
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
| By: |
/s/
Sanjay Sabnani
|
|
|
July 29,
2008
|
|
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Its:
|
Sanjay
Sabnani
|
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