UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
 FORM
10-Q


x
            QUARTERLY REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR


For the quarterly period
ended January 31, 2009




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 small business issuer as specified in its charter)





Nevada
            20-2706319(State
      or other jurisdiction
              of
      incorporation or organization)
            (I.R.S.
      Employer
              Identification
      No.)





20300
      Ventura Blvd. Suite 330, Woodland Hills, California
  91364(Address
      of principal executive offices)





(818)
      435-2472(Issuer’s
      Telephone Number)






Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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. 
xYes  oNo




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




Large
      accelerated filer
              o
              
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              (Do
      not check if a smaller reporting company)
              Smaller
      reporting company
              x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). o Yes  xNo





APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practical date.  As of March 12, 2009,
there were 40,684,818 shares of the issuer’s $.001 par value common stock issued
and outstanding.









PART
I - FINANCIAL INFORMATION
   Item 1.  Financial
Statements
 
 CROWDGATHER,
INC.
 BALANCE
SHEETS
 
  ASSETS
 January
      31,
                2009
                (Unaudited)
              
              
              April
      30,
                2008Current
      assetsCash
              
              $
              37,363
              
              
              $
              295,934Prepaid
      expenses
              
              
              6,000
              
              
              
              10,950Total
      current assets
              
              
              43,363
              
              
              
              306,884Property
      and equipment, net of accumulateddepreciation
      of $21,406 and $6,025, respectively
              
              
              90,090
              
              
              
              18,434Intangible
      assets
              
              
              606,610
              
              
              
              107,321Deposit
      in escrow
              
              
              -
              
              
              
              75,334Security
      deposit
              
              
              3,990
              
              
              
              11,000Total
      assets
              
              $
              744,053
              
              
              $
              518,973
 LIABILITIES AND STOCKHOLDERS’
      EQUITY (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued expenses
              
              $
              17,019
              
              
              $
              36,022Accrued
      interest
              
              
              36,000
              
              
              
              -Income
      taxes payable
              
              
              800
              
              
              
              800Total
      current liabilities
              
              
              53,819
              
              
              
              36,822Convertible
      notes
      payable
              
              
              1,070,000
              
              
              
              -Stockholders’
      equityCommon
      stock, $0.001 par value, 975,000,000 sharesauthorized,
      40,669,818 and 40,056,818 issued andoutstanding,
      respectively
              
              
              40,670
              
              
              
              40,057Additional
      paid-in capital
              
              
              2,051,130
              
              
              
              888,943Stock
      issuance obligation
              
              
              6,000
              
              
              
              -Accumulated
      deficit
              
              
              (2,477,566
              )
              
              
              (446,849
              )Total
      stockholders’ equity (deficit)
              
              
              (379,766
              )
              
              
              482,151Total
      liabilities and stockholders’ equity (deficit)
              
              $
              744,053
              
              
              $
              518,973
  See
accompanying notes to financial statements
  1
  CROWDGATHER,
INC.
 STATEMENTS
OF OPERATIONS
 FOR
THE THREE AND NINE MONTHS ENDED JANUARY 31, 2009 AND 2008
 UNAUDITED
   Three
      Months Ended January 31,
              
              
              Nine
      Months Ended January 31,2009
              
              
              2008
              
              
              2009
              
              
              2008Revenue
              
              $
              35,234
              
              
              $
              3,557
              
              
              $
              65,495
              
              
              $
              17,955Operating
      expenses
              
              
              (725,482
              )
              
              
              (56,430
              )
              
              
              (2,060,642
              )
              
              
              (70,369
              )Loss
      from operations
              
              
              (690,248
              )
              
              
              (52,873
              )
              
              
              (1,995,147
              )
              
              
              (52,414
              )Other
      income (expense):Interest
      income
              
              
              -
              
              
              
              -
              
              
              
              1,230
              
              
              
              -Interest
      expense
              
              
              (21,833
              )
              
              
              -
              
              
              
              (36,000
              )
              
              
              -Other
      income (expense), net
              
              
              (21,833
              )
              
              
              -
              
              
              
              (34,770
              )
              
              
              -Net
      loss before provision for income taxes
              
              
              (21,833
              )
              
              
              (52,873
              )
              
              
              (2,029,917
              )
              
              
              (52,414
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              800
              
              
              
              800Net
      loss
              
              $
              (712,081
              )
              
              $
              (52,873
              )
              
              $
              (2,030,717
              )
              
              $
              (53,214
              )Weighted
      average shares outstanding – basic
              
              
              40,589,818
              
              
              
              39,000,000
              
              
              
              40,448,930
              
              
              
              39,000,000Net
      loss per share – basic
              
              $
              (0.02
              )
              
              $
              -
              
              
              $
              (0.05
              )
              
              $
              -
   See
accompanying notes to financial statements
  2
  CROWDGATHER,
INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE NINE MONTHS ENDED JANUARY 31, 2009 AND 2008
 UNAUDITED
   2009
                  
                  
                  2008Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (2,030,717
                  )
                  
                  $
                  (53,214
                  )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Depreciation
                  
                  
                  15,381
                  
                  
                  
                  589Stock
      based compensation
                  
                  
                  460,000
                  
                  
                  
                  -Stock
      issued for services
                  
                  
                  255,500
                  
                  
                  
                  -Changes
      in operating assets and liabilities:Prepaid
      expenses
                  
                  
                  4,950
                  
                  
                  
                  (6,800
                  )Security
      deposits
                  
                  
                  7,010
                  
                  
                  
                  -Accounts
      payable and accrued expenses
                  
                  
                  16,997
                  
                  
                  
                  -Net
      cash provided by (used in) operating activities
                  
                  
                  (1,270,879
                  )
                  
                  
                  (59,425
                  )Cash
      flows from investing activities:Purchase
      of property and equipment
                  
                  
                  (87,037
                  )
                  
                  
                  (8,205
                  )Deposit
      in escrow
                  
                  
                  75,334
                  
                  
                  
                  -Purchase
      of intangible assets
                  
                  
                  (465,989
                  )
                  
                  
                  -Net
      cash used in investing activities
                  
                  
                  (477,692
                  )
                  
                  
                  (8,205
                  )Cash
      flows from financing activities:Proceeds
      from the sale of common stock
                  
                  
                  420,000
                  
                  
                  
                  -Proceeds
      from issuance debt
                  
                  
                  1,070,000
                  
                  
                  
                  106,000Net
      cash provided by financing activities
                  
                  
                  1,490,000
                  
                  
                  
                  106,000Net
      increase (decrease) in cash
                  
                  
                  (258,571
                  )
                  
                  
                  38,370Cash,
      beginning of period
                  
                  
                  295,934
                  
                  
                  
                  1,127Cash,
      end of period
                  
                  $
                  37,363
                  
                  
                  $
                  39,497Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
                  
                  
                  -
                  
                  
                  
                  -Income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -Non-cash
      transactions:Issuance
      of common stock for intangible assets
                  
                  $
                  33,300
                  
                  
                  $
                  -
  See
accompanying notes to financial statements
  3
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 1.
              NATURE OF OPERATIONS
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES
 
 Nature of
      Operations
 
 CrowdGather,
Inc. is an internet company that specializes in developing and hosting forum
based websites and is headquartered in Woodland Hills, California.
 
 CrowdGrather,
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 the accompanying financial statements 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 of the
Company. 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.
 
 Basis of
Presentation
 
 The unaudited financial statements included
herein have been prepared in conformity with accounting principles generally
accepted in the United States for interim financial information and pursuant to
the rules and regulations of the Securities and Exchange Commission (“SEC”).
They do not include all information and notes required by generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material changes in the information
disclosed in the notes to the financial statements included in the Company's
report on Form 10-KSB for the fiscal year ended April 30, 2008. In the opinion
of management, all adjustments (including normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended January 31, 2009 are not necessarily indicative of
the results that may be expected for any other interim period or the entire
year. For further information, these unaudited financial statements and the
related notes should be read in conjunction with the Company's audited financial
statements for the fiscal year ended April 30, 2008 included in the Company's
annual report on Form 10-KSB.
  4
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 1.
              NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Use of
      Estimates
 
 The
      preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities 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.
 
 Cash
      Equivalents
 
 For
      purposes of the balance sheets and statements 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 cash equivalents, prepaid
      expenses, 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”(“SFAS 142”), 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 No. 144,“Accounting for the
Impairment or Disposal of Long-Lived Assets”(“SFAS 144”) discussed
below.
  5
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 1.
              NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Impairment of Long-Lived
Assets
 
 In
accordance with 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.
 
 Income
Taxes
 
 The
Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes”
(“SFAS 109”). 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.
 
 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.  For the nine months ended January 31, 2009, the Company had
$1,070,000 convertible debt that could be converted into 730,000 shares of the
Company’s common stock and approximately 453,750 of vested stock options that
could be converted into approximately 405,760 shares of the Company’s common
stock.  These potential common shares are excluded from the diluted
loss per share computation in net loss periods as their inclusion would have
been anti-dilutive.
  6
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 1.
              NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Revenue
Recognition
 
 Revenues
are 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.
 
 Stock Based
Compensation
 
 The
Company accounts for employee stock option grants in accordance with SFAS
No. 123 (revised 2004), “Share-Based Payment” (“SFAS
123(R)”). SFAS 123(R) establishes standards for the accounting for transactions
in which an entity exchanges its equity instruments for goods or services. SFAS
123(R) requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award. That cost will be recognized over the period during
which an employee is required to provide service in exchange for the
award - the requisite service period (usually the vesting period). No
compensation cost is recognized for equity instruments for which employees do
not render the requisite service.
 
 For
options and warrants issued as compensation to non-employees for services that
are fully vested and non-forfeitable at the time of issuance, the estimated
value is recorded in equity and expensed when the services are performed and
benefit is received as provided by FASB Emerging Issues Task Force Issue
(“EITF”) No. 96-18, “Accounting For Equity Instruments
That Are Issued To Other Than Employees For Acquiring Or In Conjunction With
Selling Goods Or Services.” For unvested shares, the change in fair value
during the period is recognized in expense using the graded vesting
method.
  7
 
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 1.
              NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Recent Accounting
Pronouncements
 
 FASB Staff Position No. APB
14-1 – In May, 2008, the FASB issued FASB Staff Position No. APB 14-1,
“Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement)” (“FSP APB 14-1”).FSP APB 14-1 clarifies that
convertible debt instruments that may be settled in cash upon conversion
(including partial cash settlement) are not addressed by paragraph 12 of
Accounting Principals Board  Opinion No. 14, “Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants”.  Additionally, FSP
APB 14-1 specifies that issuers of such instruments should separately account
for the liability and equity components in a manner that will reflect the
entity's nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The Company has not yet evaluated the impact that FSP APB
14-1 will have on its results of operations or financial position.
 
 SFAS No. 141 (revised
2007) – In December 2007, the FASB issued SFAS No. 141 (revised 2007),
“Business Combinations” (“SFAS
141(R)”).This Statement replaces
SFAS 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 acquiree, 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 impact that the adoption of SFAS 141(R) will have on
our financial statements will depend on the nature, terms and size of our
business combinations that occur after the effective date.
  8
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 1.
              NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Recent
Accounting Pronouncements (Continued)
  SFAS No. 157– The
Company adopted Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurement,
effective July 1, 2008. SFAS No. 157 defines fair value as the price
that would be received to sell an asset, or paid to transfer a liability, in an
orderly transaction between market participants at the measurement date and
establishes a framework for measuring fair value. It establishes a three-level
hierarchy for fair value measurements based upon the transparency of inputs to
the valuation of an asset or liability as of the measurement date and expands
the disclosures about instruments measured at fair value. SFAS No. 157
requires consideration of a company's own creditworthiness when valuing
liabilities.
 
 SFAS No. 162 – In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 identifies a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with U.S.
generally accepted accounting principles for nongovernmental entities (the
“Hierarchy”). The Hierarchy within SFAS 162 is consistent with that previously
defined in the AICPA Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles” (“SAS 69”).
SFAS 162 is effective 60 days following the SEC approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles”. The adoption
of SFAS 162 will not have a material effect on the Company’s financial
statements because the Company has utilized the guidance within SAS
69.
 
 EITF 07-5 – In June
2008, the FASB issued EITF 07-5, “Determining whether an Instrument
(or Embedded Feature) is indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF No. 07-5 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS
No. 133, “Accounting for
Derivatives and Hedging Activities,” specifies that a contract that would
otherwise meet the definition of a derivative but is both (a) indexed to the
Company’s own stock and (b) classified in stockholders’ equity in the statement
of financial position would not be considered a derivative financial instrument.
EITF 07-5 provides a new two-step model to be applied in determining whether a
financial instrument or an embedded feature is indexed to an issuer’s own stock
and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope
exception.  The Company is currently evaluating the impact that
adoption of EITF 07-5 will have on its financial statements.
  9
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 2.
              GOING
      CONCERN
 
 The
Company has incurred a net loss of $2,030,717 for the nine months ended January
31, 2009 and has an accumulated deficit of $2,477,566as of January 31,
2009, and additional debt or equity financing will be required by the Company to
fund its activities and to support its 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 online forums, message boards and website domain names for
cash and stock in the amount of $499,288 during the nine months ended January
31, 2009 and a total of $599,709 since inception. These assets have been
determined to have indefinite lives.  The Company accounts for its
intangible assets at cost.  Intangible assets acquired in a business
combination, if any, are recorded under the purchase method of accounting at
their estimated fair values at the date of acquisition.  As of January
31, 2009, the Company does not believe any impairment of intangible assets has
occurred.
 
 4.    CONVERTIBLE NOTES
PAYABLE
 
 Agreement
#1
 
 On July
8, 2008, the Company issued a convertible promissory note to one of its
shareholders for $500,000 (“Convertible Note”).  The convertible note
is due in one year and bears interest at an annual rate of 8%.  The
convertible note has a mandatory conversion feature by which it will
automatically convert to shares of the Company’s common stock immediately before
the closing of a transaction or series of transactions in which the Company
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 a discount of 15% to the price per share in the Next Equity
Financing. In connection with the issuance of the convertible note, the Company
also agreed that the holder will be entitled to a grant of warrants in an amount
to be determined at the time of the Next Equity Financing.  The
convertible note was issued in a transaction which the Company believes
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 SEC.
  10
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 Agreement
#2
 
 On
September 25, 2008, the Company issued a convertible promissory note to one of
the Company’s shareholders in exchange for $200,000.  The convertible
note is due in one year and bears interest at an annual rate of
10%.  The convertible note has an optional conversion feature by which
the holder can convert the principal and accrued interest to shares of the
Company’s common stock at a conversion price of the lower of (i) $1.50 per share
or, (ii) the price per share of the Company’s next transaction or series of
related transactions in which the Company sells equity securities and in which
the gross proceeds to the Company equal or exceed $2,000,000. The convertible
note was issued in a transaction which the Company believes 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 SEC.
 
 Agreement
#3
 
 On
October 31, 2008, the Company issued a convertible promissory note to one of the
Company’s shareholders in exchange for $170,000.  The convertible note
is due in one year and bears interest at an annual rate of 10%.  The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of the Company’s common
stock at a conversion price of the lower of (i) $1.50 per share or, (ii) the
price per share of the Company’s next transaction or series of related
transactions in which the Company sells equity securities and in which the gross
proceeds to the Company equal or exceed $2,000,000. The convertible note was
issued in a transaction which the Company believes 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
SEC.
 
 Agreement
#4
 
 On
December 3, 2008, the Company issued a convertible promissory note to one of the
Company’s shareholders in exchange for $110,000.  The convertible note
is due in one year and bears interest at an annual rate of 10%.  The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of the Company’s common
stock at a conversion price of the lower of (i) $1.40 per share or, (ii) the
price per share of the Company’s next transaction or series of related
transactions in which the Company sells equity securities and in which the gross
proceeds to the Company equal or exceed $2,000,000. The convertible note was
issued in a transaction which the Company believes 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
SEC.
  11
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 Agreement
#5
 
 On
January 9, 2009, the Company issued a convertible promissory note to one of the
Company’s shareholders in exchange for $90,000.  The convertible note
is due in six months and bears interest at an annual rate of 10%.  The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of the Company’s common
stock at a conversion price of the lower of (i) $1.25 per share or, (ii) the
price per share of the Company’s next transaction or series of related
transactions in which the Company sells equity securities and in which the gross
proceeds to the Company equal or exceed $2,000,000. The convertible note was
issued in a transaction which the Company believes 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
SEC.
 
 6.     STOCKHOLDERS’
EQUITY
 
 In March
2008, the Company effected a 13-for-1 stock split of its Shares. All share
numbers presented in the accompanying financial statements have been adjusted to
reflect the stock split.
 
 In 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.
 
 In April
2008, the Company issued 1,000,000 shares of its common stock in connection with
a subscription agreement and received $890,000.
 
 In
June  2008, the Company sold 420,000 shares of its common stock to an
investor for $420,000.
 
 In
July  2008, the Company issued 18,000 shares of its common stock for
the purchase of an intangible asset.
 
 In
May  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.
  12
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 During
the nine months ended January 31, 2009, the Company issued 3,110,000 stock
options and cancelled 550,000 stock options for a net outstanding of 2,560,000,
exercisable at various dates through December 2012 and for various prices
ranging from $1.00 - $1.55, and convertible into approximately 2,263,074 shares
of the Company’s common stock to employees and consultants pursuant to its 2008
Stock Option Plan.  The compensation cost for the three months and
nine months ended January 31, 2009 was $148,000 and $460,000, respectively, and
are included in operating expenses.
  The fair
value of each option grant is estimated on the date of the grant using the
Black-Scholes option-pricing model based on the following weighted-average
assumptions:
  Nine months ended
                January
      31,2009
              
              
              2008Risk-free
      interest rate
              
              
              1.08
              %
              
              
              N/AExpected
      volatility
              
              
              125.00
              %
              
              
              N/AExpected
      option life (in years)
              
              
              2.00
              
              
              
              N/AExpected
      dividend yield
              
              
              0.00
              %
              
              
              N/A
 
 The
risk-free interest rate is based on the implied yield currently available on
U.S. Treasury zero coupon issues. The expected volatility is primarily
based on historical volatility levels of our public company peer group. The
expected option life of each award granted was calculated using the “simplified
method” in accordance with SAB No. 107, as amended by SAB No.
110.
 
 In August
2008, the Company issued 15,000 shares of its common stock to an advisory firm
pursuant to a consulting and advisory agreement which expired September 30,
2008.  The stock-based expense for these shares included in operating
expenses for the nine months ended January 31, 2009 was $22,500.
 
 In August
2008, the Company’s board of directors amended the Company’s Articles of
Incorporation to authorize the issuance of up to 25,000,000 shares of a class of
preferred stock and to give the Board the authority to set the preferences and
designations on that class.
 
 In
October 2008, the Company entered into a consulting and advisory agreement with
a third party.  Pursuant to the agreement, the Company is required to
compensate the advisory firm a non-refundable fee of $3,000 and 5,000 shares of
its restricted common stock per month.  The shares were valued at
$23,250 based on the fair value of the shares on the date of the contract and
have been charged to expense over the term of the agreement which was for three
months and expired December 31, 2008.  The stock-based expense for
these shares included in operating expenses for the nine months ended January
31, 2009 was $23,250.
  13
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 In
October 2008, the Company entered into a Consulting and Advisory Agreement with
a third party.  Pursuant to the agreement, the Company is required to
compensate the firm 60,000 shares of its restricted common stock.  The
shares were valued at $93,000 based on the fair value of the shares on the date
of the contract and have been charged to expense over the term of the agreement
which was for three months and expired December 31, 2008.  The
stock-based expense for these shares included in operating expenses for the nine
months ended January 31, 2009 was $93,000.
 
 In
October 2008, the Company entered into a Consulting and Advisory Agreement with
a third party.  Pursuant to the agreement, the Company is required to
compensate the firm 60,000 shares of its restricted common stock.  The
shares were valued at $90,000 based on the fair value of the shares on the date
of the contract and have been charged to expense over the term of the agreement
which was for three months and expired January 6, 2009.  The
stock-based expense for these shares included in operating expenses for the nine
months ended January 31, 2009 was $90,000.
 
 In
October 2008, the Company entered into a Consulting and Advisory Agreement with
a third party.  Pursuant to the agreement, the Company is required to
compensate the firm 25,000 shares of its restricted common stock.  The
shares were valued at $35,750 based on the fair value of the shares on the date
of the contract and have been charged to expense over the term of the agreement
which was for three months and expired January 23, 2009.  The
stock-based expense for these shares included in operating expenses for the nine
months ended January 31, 2009 was $35,750.
 
 In
January 2009, the Company entered into a consulting and advisory agreement with
a third party.  Pursuant to the agreement, the Company is required to
compensate the advisory firm 5,000 shares of its restricted common stock per
month.  The shares were valued at $18,000 based on the fair value of
the shares on the date of the contract and are being charged to expense over the
term of the agreement which is for three months and expires March 31,
2009.  The stock-based expense for these shares included in operating
expenses for the nine months ended January 31, 2009 was $6,000.
  7.    PROVISION FOR INCOME
TAXES
 
 For the
nine months ended January 31, 2009, 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
January 31, 2009, the Company had federal and state net operating loss carry
forwards of approximately $2,030,000 which can be used to offset future federal
income tax.  The federal and state net operating loss carry forwards
expire at various dates through 2029.  Deferred tax assets resulting
from the net operating losses are reduced by a valuation allowance, when, in the
opinion of management, utilization is not reasonably assured.
  14
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JANUARY
31, 2009
 UNAUDITED
 As of
January 31, 2009, the Company had the following deferred tax assets related to
net operating losses.  A 100% valuation allowance has been established
as management believes it is more likely than not that the deferred tax assets
will not be realized.
  Federal
      net operating loss (at 34%)
              
              $
              690,000State
      net operating loss (at 8.84%)
              
              
              180,000870,000Less:
      valuation allowance
              
              
              (870,000
              )Net
      deferred tax assets
              
              $
              -
 
 The
Company’s valuation allowance increased by approximately $680,000 during the
nine months ended January 31, 2009.
  8.    COMMITMENTS
  The
Company is under contractual obligations to issue 15,000 shares of its common
stock to various consultants pursuant to their respective advisory agreements
for services performed, and to be performed.  The fair value of these
services was $18,000, of which $6,000 was earned as of January 31,
2009.
 
 During
January 2009, the Company entered into a consulting agreement with an investment
firm.  Pursuant to the contract, the Company advanced the firm $6,000
for expenses and will potentially pay the firm an additional $9,000 for expenses
related to services to be rendered.  The agreement is for 60 days and
expiredon
March 9, 2009.  In consideration for the services rendered by the
firm, the Company is required to pay a cash fee of 10% of the gross proceeds of
the sale of shares sold.  In addition, the Company is required to
issue the firm warrants to purchase shares equal to 10% of the total dollar
amount sold.
  9.    SUBSEQUENT
EVENTS
  On
February 11, 2009, we issued a convertible promissory note to one of our
shareholders for $60,000.  The note is due July 9, 2009 and bears
interest at the annual rate of 10%.  The convertible note has an
optional conversion feature by which the holder can convert the principal and
accrued interest to shares of the Company's common stock at a conversion price
of the lower of (i) $0.90 per share (ii) the price per share of our next
transaction or series of related transactions in which we sell equity securities
and in which the gross proceeds to us equal or exceeds $2,000,000.
  On March
10, 2009, we issued a convertible promissory note to one of our
shareholders for $32,000.  The
note is due July 9, 2009 and bears interest at the annual rate of
10%.  The convertible note has an optional conversion feature by which
the holder can convert the principal and accrued interest to shares of the
Company's common stock at a conversion price of the lower of (i) $0.70
per share (ii) the price per share of our next transaction or series of related
transactions in which we sell equity securities and in which the gross proceeds
to us equal or exceeds $2,000,000.
  15
  Item 2.  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 and 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. We cannot guaranty 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 filed with the Securities and Exchange Commission on July
29, 2008.
  16
 
 Overview.We are 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 to acquire
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:
a 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:
  Forum
      Name
                
                Target
      Community/Discussion TopicZuneBoards.com
                
                Microsoft
      Zune CommunityNgemu.com
                
                Software
      emulatorsABXZone.com
                
                Computer
      helpGenMay.com
                
                Off-topic
      and humorMotorcycleForum.com
                
                Motorcycles
      and ScootersAquaticPlantCentral.com
                
                AquascapesIronMass.com
                
                BodybuildingTech-gfx.net
                
                Graphic
      designVistaBabble.com
                
                Microsoft
      Vista discussionFashion-Forums.org
                
                FashionDemocracyForums.com
                
                PoliticsEternal-Allegiance.com
                
                Celebrities
      and their  fansFoodForums.com
                
                Food
      and diningActorsForum.com
                
                Acting
      and theater artsPocketbikeplanet.com
                
                Mini-bike
      owner societyClubxb.com
                
                Scion
      xB owner communityFreepowerboards.com
                
                Free
      forum hostingZealot.com
                
                Hobby
      enthusiast forumWiispace.com
                
                Nintendo
      Wii Enthusiast community
  We
believe the CrowdGather Network currently represents an aggregate of
approximately 20 million monthly page views, 1.7 million monthly unique
visitors, and 1.7 million discussions comprising over 40.5 million individual
replies. Additionally, approximately 2.9 million users have registered on
CrowdGather Network sites to date. We have noticed an organic increase in the
number of pageviews and ad impressions across our major properties after the
initial acquisition and integration periods.  Our belief is that the
strong search engine rankings of many of our properties will continue to result
in increased pageviews and registered members as we go forward.
 
 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.
  17
 
 Liquidity and Capital
Resources. Our total assets were $744,053 as of January 31,
2009.  We had total current assets of $43,363, which was comprised of
cash of $37,363 and prepaid expenses of $6,000.  We also had property
and equipment with a net value of $90,090, and intangible assets
of $606,610, represented by our domain names and other intellectual
property owned, and a security deposit of $3,990.
 
 In April
2008, we issued 1,000,000 shares of common stock sold pursuant to a private
placement offering 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.
  On
September 25, 2008, we issued a convertible promissory note to one of our
shareholders in exchange for $200,000.  On October 31, 2008, we issued
another convertible promissory note to one of our shareholders in exchange for
$170,000.  These convertible notes are due in one year from the issue
date, and each bears interest at an annual rate of 10%.  The
convertible notes each have an optional conversion feature by which the holder
can convert the principal and accrued interest to shares of our common stock at
a conversion price of the lower of (i) $1.50 per share or, (ii) the price per
share of our next transaction or series of related transactions in which we sell
equity securities and in which the gross proceeds to us equals or exceeds
$2,000,000.
 
 On
December 3, 2008, we issued another convertible promissory note to one of our
shareholders in exchange for $110,000.  The convertible note is due
December 3, 2009, and bears interest at the annual rate of 10%.  The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of our common stock at a
conversion price of the lower of (i) $1.40 per share (ii) the price per share of
our next transaction or series of related transactions in which we sell equity
securities and in which the gross proceeds to us equal or exceed
$2,000,000.
 
 On
January 9, 2009, we issued another convertible promissory note to one of our
shareholders in exchange for $90,000.  The convertible note is due
July 9, 2009, and bears interest at the annual rate of 10%.  The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of our common stock at a
conversion price of the lower of (i) $1.25 per share (ii) the price per share of
our next transaction or series of related transactions in which we sell equity
securities and in which the gross proceeds to us equal or exceed
$2,000,000.
 
 Our
current liabilities as of January 31, 2009, totaled $53,819, consisting of
$17,019 in accounts payable and accrued expense, $36,000 in accrued interest and
$800 in income taxes payable. We also had convertible notes payable of
$1,070,000 as of January 31, 2009. The terms of those notes are described above.
We had no other liabilities and no long-term commitments or contingencies at
January 31, 2009.
 
 We have
incurred a net loss of $2,030,717 for the nine months ended January 31, 2009 and
have an accumulated deficit of $2,477,566 as of January 31, 2009. We will
require additional debt or equity financing to fund our activities and to
support our operations.  However, there is no assurance that we 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 us to introduce new products on a continual and
timely basis so that profitable operations can be attained.
 
 Results
of Operations
 
 Our
current business operations commenced following our merger and reorganization in
April 2008.  Prior year results of operations were from the
predecessor company and comparisons of operating results are not
meaningful.
  18
 
 For the three months ended
January 31, 2009
 
 Revenue. We realized
revenues of $35,324 for the three months ended January 31, 2009.We anticipate
that as we operate our new business and expand our holdings of websites and
domain names, we will begin to generate more significant revenues as we
implement the advertising and sponsorship initiatives for all of our web
properties.
 
 Operating Expenses and Net
Loss. For the three months ended January 31, 2009, our operating expenses
were $725,482, including non cash compensation for services rendered of
$181,072, non cash compensation related to stock options of  $148,000 and
severance for full time employees of $14,200, resulting in a loss from
operations of $690,248. We also had interest expense of $21,833, resulting in
net other expense of $21,833 for the three months ended January 31, 2009.
Therefore, our net loss for the three months ended January 31, 2009 was $712,081
with no for provision for income taxes.  We anticipate that we will
continue to incur significant general and administrative expenses.
  For the nine months ended
January 31, 2009
 
 Revenue. We realized
revenues of $65,495 for the nine months ended January 31, 2009. We anticipate
that as we operate our new business and expand our holdings of websites and
domain names, we will begin to generate more significant revenues as we
implement the advertising and sponsorship initiatives for all of our web
properties.
 
 Operating Expenses and Net
Loss. For the nine months ended January 31, 2009, our operating expenses
were $2,060,642, including non cash compensation for services rendered of
$255,500, non cash compensation related to stock options of  $ 460,000, and
severance for full time employees of  $14,200,  resulting in
our loss from operations of $1,995,147. We also had interest income of $1,230
and interest expense of $36,000 resulting in net other expense of $34,770 for
the nine months ended January 31, 2009. Our net loss for the nine months ended
January 31, 2009, was $2,030,717, after a provision for income taxes of $800. We
anticipate that we will continue to incur significant general and administrative
expenses.
  Plan of Operation for the Next Twelve
Months.For the nine month period ended January 31, 2009, we
generated revenues of $65,495.  To effectuate our business plan during
the next twelve months, we need to raise capital and 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.
 
 Over the
last nine months, we have funded the costs of our operations through loans from
one of our shareholders. We estimate that our cash on hand 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 differ 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. We are pursuing capital through public or private financing
as well as borrowings and other sources, including our officers, directors and
principal shareholders. We cannot guaranty that additional funding will be
available on favorable terms, if at all. If adequate funds are not available
from external sources, we are dependent on our officers, directors and/or
shareholders to continue to loan us funds to pay for our expenses to achieve our
objectives over the next twelve months. However, our officers, directors and
principal shareholders are not committed to contribute funds to pay for our
expenses and we cannot guaranty that those officers, directors and/or
shareholders will continue to loan us funds to pay the costs of our operations.
In the event that we are unable to raise additional capital or borrow additional
funds, we may be forced to undertake significant cost reductions or curtail
operations.
 
 On
February 11, 2009, we issued a convertible promissory note to one of our
shareholders in exchange for $60,000.  The convertible note is due
July 9, 2009, and bears interest at the annual rate of 10%.  The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of our common stock at a
conversion price of the lower of (i) $0.90 per share (ii) the price per share of
our next transaction or series of related transactions in which we sell equity
securities and in which the gross proceeds to us equal or exceed
$2,000,000.
  19
 
 On March
10, 2009, we issued a convertible promissory note to one of our shareholders in
exchange for $32,000.  The convertible note is due July 9, 2009, and
bears interest at the annual rate of 10%.  The convertible note has an
optional conversion feature by which the holder can convert the principal and
accrued interest to shares of our common stock at a conversion price of the
lower of (i) $0.70 per share (ii) the price per share of our next transaction or
series of related transactions in which we sell equity securities and in which
the gross proceeds to us equal or exceed $2,000,000.
 
 We are
not currently conducting any research and development activities, except for
development of our CrowdGather platform, which we anticipate will cost
approximately $50,000 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 any significant equipment except for computer
equipment and furniture which we anticipate will cost approximately $60,000 over
the next twelve months.
 
 We do not
anticipate any significant changes in the number of employees unless we are able
to significantly increase the size of our operations.  In the interim
we are supplementing our staffing needs by selectively using independent
contractors to provide services to us on an as-needed basis.
  In
November 2008, we undertook significant cost reductions that included the
termination of several employees and consolidation of other functions amongst
the remaining members of our staff.  As a result of our streamlining,
we have brought cash expenses down to approximately $100,000 per month as we
entered the 2009 calendar year.  We have also undertaken an effort to
generate revenues for web application development in order to further reduce our
monthly cash deficit.  We believe that we can continue to increase
monthly revenues and execute our business strategy within the constraints of
this revised overhead and cost structure.
 
 Off-balance
Sheet Arrangements
 
 We had no
off-balance sheet arrangements at January 31, 2009.
 
 Item 3. Quantitative and
Qualitative Disclosures about Market Risk
  Not
applicable.
  Item 4. 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 January 31, 2009, the date of this
report, our chief executive officer and the principal financial officer
concluded that our disclosure controls and procedures were
effective.
 
 Item 4(T). Controls and
Procedures.
 
 Changes in internal controls.There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
 
 PART
II — OTHER INFORMATION
 
 Item 1. Legal
Proceedings.
 
 None.
  20
  Item 1A. Risk
Factors.
 
 Not
applicable.
 
 Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
 
 On
January 2009, we entered into a consulting and advisory agreement with an
advisory firm and agreed to compensate that firm with 5,000 shares of our
restricted common stock per month.  The shares were valued at $18,000
based on the fair value of the shares on the date of the contract; the term of
the agreement is for three months and expires March 31, 2009.  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 4(2) of that act.
  Item 3.  Defaults
Upon Senior Securities
 
 None.
 
 Item
4.  Submission of Matters to Vote of Security
Holders
 
 None.
 
 Item 5.  Other
Information
 
 On
February 11, 2009, we issued a convertible promissory note to one of our
shareholders in exchange for $60,000.  The convertible note is due
July 9, 2009, or upon default, whichever is earlier, and bears interest at the
annual rate of 10%.  The convertible note has an optional conversion
feature by which the holder can convert the principal and accrued interest to
shares of our common stock at a conversion price of the lower of (i) $0.90 per
share (ii) the price per share of our next transaction or series of related
transactions in which we sell equity securities and in which the gross proceeds
to us equal or exceed $2,000,000. 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 SEC.
 
 On March
10, 2009, we issued a convertible promissory note to one of our shareholders in
exchange for $32,000.  The convertible note is due July 9, 2009, or
upon default, whichever is earlier, and bears interest at the annual rate of
10%.  The convertible note has an optional conversion feature by which
the holder can convert the principal and accrued interest to shares of our
common stock at a conversion price of the lower of (i) $0.70 per share (ii) the
price per share of our next transaction or series of related transactions in
which we sell equity securities and in which the gross proceeds to us equal or
exceed $2,000,000.  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 SEC.
 
 Item
6.  Exhibits
  31. Rule 13a-14(a)/15d-14(a) Certifications.
  32.
Section 1350 Certifications.
  21
  SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
   CrowdGather,
      Inc.,
                  a
      Nevada corporationMarch 13,
      2009
                By:
                /s/ Sanjay
      SabnaniSanjay
      Sabnani
                  President,
      Secretary, Director
                  (Principal
      Executive Officerand
      Authorized Signatory)
 March 13,
      2009
                  By:
                  /s/ Gaurav
      SinghGaurav
      Singh
                    Chief
      Financial Officer
                      (Principal
      Financial Officer)