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 THE QUARTERLY
      PERIOD ENDED JULY 31, 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 small business issuer as specified in its charter)





Nevada
            77-0517966(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 September 12, 2008, there were
40,494,818 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
 July
      31,
                2008
              
              
              April
      30,
                2008(Unaudited)Current
      assetsCash
              
              $
              431,208
              
              
              $
              295,934Prepaid
      expenses
              
              
              13,971
              
              
              
              10,950Other
      receivables
              
              
              1,500
              
              
              
              -Total
      current assets
              
              
              446,679
              
              
              
              306,884Property and
      equipment, net of accumulateddepreciation
      of $7,472 and $6,025, respectively
              
              
              46,914
              
              
              
              18,434Intangible
      assets
              
              
              579,592
              
              
              
              107,321Deposit
      in escrow
              
              
              -
              
              
              
              75,334Security
      deposit
              
              
              12,647
              
              
              
              11,000Total
      assets
              
              $
              1,085,832
              
              
              $
              518,973
 LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable and accrued expenses
              
              
              58,963
              
              
              
              36,022Accrued
      interest
              
              $
              2,500
              
              
              $Income
      taxes payable
              
              
              800
              
              
              
              800Total
      current liabilities
              
              
              62,263
              
              
              
              36,822Convertible
      note payable
              
              
              500,000
              
              
              
              -Stockholders’
      equityCommon stock, $0.001
      par value, 975,000,000 shares authorized,40,494,818
      and 40,056,818 issued andoutstanding,
      respectively
              
              
              40,495
              
              
              
              40,057Additional
      paid-in capital
              
              
              1,481,805
              
              
              
              888,943Stock
      issuance obligation
              
              
              7,500
              
              
              
              ---Accumulated
      deficit
              
              
              (1,006,231
              )
              
              
              (446,849
              )Total
      stockholders’ equity
              
              
              523,569
              
              
              
              482,151Total
      liabilities and stockholder’s equity
              
              $
              1,085,832
              
              
              $
              518,973
  See
accompanying notes to financial statements
  1
  CROWDGATHER,
INC.
 STATEMENTS
OF OPERATIONS
 FOR
THE THREE MONTHS ENDED JULY 31, 2008 AND 2007
 UNAUDITED
  2008
                
                
                2007Revenue
                
                $
                9,636
                
                
                $
                9,919Operating
      expenses
                
                
                (566,377
                )
                
                
                (8,873
                )Loss
      from operations
                
                
                (556,741
                )
                
                
                1,046Other
      income (expense), net
                
                
                (1,841
                )
                
                
                -Net
      income (loss) before provision for income taxes
                
                
                (558,582
                )
                
                
                1,046Provision
      for income taxes
                
                
                800
                
                
                
                800Net
      income (loss)
                
                $
                (559,382
                )
                
                $
                246Weighted
      average shares outstanding – basic
                
                
                40,247,318
                
                
                
                39,000,000Net
      loss per share – basic
                
                $
                (0.01
                )
                
                $
                ---
  See
accompanying notes to financial statements
  2
  CROWDGATHER,
INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE THREE MONTHS ENDED JULY 31, 2008 AND 2007
 UNAUDITED
 2008
                  
                  
                  2007Cash
      flows from operating activities:Net
      income (loss)
                  
                  $
                  (559,382
                  )
                  
                  $
                  246Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  1,447
                  
                  
                  
                  -Accrued
      compensation cost
                  
                  
                  140,000
                  
                  
                  
                  -Stock
      to be issued for services
                  
                  
                  7,500
                  
                  
                  
                  -Changes
      in operating assets and liabilities:Prepaid
      expenses
                  
                  
                  (3,022
                  )
                  
                  
                  (200
                  )Other
      receivable
                  
                  
                  (1,500
                  )
                  
                  
                  -Security
      deposits
                  
                  
                  (1,647
                  )
                  
                  
                  -Accounts
      payable and accrued expenses
                  
                  
                  25,441
                  
                  
                  
                  -Net
      cash provided by (used in) operating activities
                  
                  
                  (391,163
                  )
                  
                  
                  46Cash
      flows from investing activities:Purchase
      of property and equipment
                  
                  
                  (29,927
                  )
                  
                  
                  -Deposit
      in escrow
                  
                  
                  75,334
                  
                  
                  
                  -Purchase
      of intangible assets
                  
                  
                  (438,970
                  )
                  
                  
                  -Net
      cash used in investing activities
                  
                  
                  (393,563
                  )
                  
                  
                  -Cash
      flows from financing activities:Proceeds
      from the sale of common stock
                  
                  
                  420,000
                  
                  
                  
                  -Proceeds
      from issuance debt
                  
                  
                  500,000
                  
                  
                  
                  -Net
      cash provided by financing activities
                  
                  
                  920,000
                  
                  
                  
                  -Net
      increase in cash
                  
                  
                  135,274
                  
                  
                  
                  46Cash,
      beginning of period
                  
                  
                  295,934
                  
                  
                  
                  1,127Cash,
      end of period
                  
                  $
                  431,208
                  
                  
                  $
                  1,173Supplemental
      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
 JULY
31, 2008
 UNAUDITED
  1
- NATURE OF OPERATIONS AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Nature of
Operations
 
 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 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.
  The
Company is an internet company that specializes in developing and
hosting forum based websites and is headquartered in Northridge,
California.
 
 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. 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 months
ended July 31, 2008 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
 JULY
31, 2008
 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 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 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”, 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.
  5
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
 
 1 - NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
 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.
 
 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
(Loss)
 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 period ended for
the three months ended July 31, 2008, 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 for the three months ended July 31, 2008, the Company
did not have any equity or debt instruments outstanding that could be converted
into common stock.
  6
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
   1
- NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
 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.
 
 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.
 
 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 adoption of this standard did not have a material impact on
the Company’s financial statements.
  7
 
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
 
  1 - NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 Recent
Accounting Pronouncements (Continued)
 
 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.
 
 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.  The
adoption of this standard did not have a material impact on the Company’s
financial statements.
  8
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
   1 - NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
 Recent
Accounting Pronouncements (Continued)
 
 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.
 
 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.
  9
 
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
   1 - NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 Recent
Accounting Pronouncements (Continued)
 
 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.
 
 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.
 
 SFAS No. 162 – In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”). SFAS No. 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 No. 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 No. 162 is effective 60 days following the United
States Securities and Exchange Commission’s (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 No. 162 will not have a material effect on the financial
statements because the Company has utilized the guidance within SAS
69.
  10
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
 1 - NATURE OF
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
 Recent
Accounting Pronouncements (Continued)
 
 SFAS No. 163 – In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60” (“SFAS No.
163”). SFAS No. 163 requires recognition of an insurance claim liability
prior to an event of default when there is evidence that credit deterioration
has occurred in an insured financial obligation. SFAS No. 163 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years. Early application is not
permitted. The Company’s adoption of SFAS No. 163 will not have a material
effect on the financial statements.
  2
- GOING
CONCERN
 
 As shown
in the accompanying financial statements, the Company has incurred a net loss of
$559,382 for the three months ended July 31, 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 and stock in the amount of
$472,271 during the three months ended July 31, 2008.  The Company has
purchased a total of $579,952 website domain names for cash and stock.
Management has determined that there was no impairment of long-lived assets at
for the three months ended July 31, 2008.
  11
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
 4
- CONVERTIBLE NOTE
PAYABLE
 
 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, 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
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 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
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 Securities and Exchange
Commission.
 
 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 shares of its common stock in
connection with a subscription agreement and received $890,000
cash.
 
 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
14, 2008, the Company issued 18,000 shares of its common stock for the purchase
of intangible asset (www.zealot.com).
 
 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.
  12
  CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 JULY
31, 2008
 UNAUDITED
  5.
- STOCKHOLDERS’
EQUITY (Continued)
 
 During
the three months ended July 31, 2008, the Company issued 2,950,000 of stock
options, exercisable at various dates through August 2012 and for various prices
ranging from $1.00 - $1.49, into 2,950,000 shares of the Company’s common stock
to employees and consultants pursuant to its 2008 Stock Option
Plan.  The accrued compensation cost for the period was $140,000 and
has been included in general and administrative expense
accordingly.
 
 On July
1, 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 advisory agreement is for
three months and expires September 30, 2008.  For the three months
ended July 31, 2008, the Company has paid the $3,000 fee and has yet to issue
the 5,000 shares of restricted common stock for services rendered.
 
 6.
- PROVISION FOR INCOME
TAXES
 
 For the
three months ended July 31, 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.


13





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 Quarterly
Report on Form 10-Q for the period ended July 31, 2008.





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.




14




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:




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 forum





We
believe the CrowdGather Network currently represents an aggregate of
approximately 16 million monthly page views, 1.5 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 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.





Liquidity
and Capital Resources.Our
total assets were $1,085,832 as of July 31, 2008. We had total current assets of
$446,679, which was comprised of cash of $431,208, prepaid expenses of $13,971,
and other receivables of $1,500. We also had property and equipment with a net
value of $46,914, and intangible assets of $579,592, represented by our domain
names and other intellectual property owned, and a security deposit of
$12,647.


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.
On July 14, 2008, the Company issued 18,000 shares of its common stock for the
purchase of an intangible asset (www.zealot.com). On July 1, 2008, the Company
entered into a Consulting and Advisory Agreement with a third party wherein 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 advisory
agreement is for three months and expires September 30, 2008. For the three
months ended July 31, 2008, the Company has paid the $3,000 fee and has yet to
issue the 5,000 shares of restricted common stock for services
rendered.
  Our
current liabilities as of July 31, 2008, totaled $62,263, consisting of $58,963
in accounts payable and accrued expense, $2,500 in accrued interest and $800 in
income taxes payable. We also had $500,000 represented by an 8% mandatorily
redeemable convertible note payable. We had no other liabilities and no
long-term commitments or contingencies at July 31, 2008.


15





During
the three months ended July 31, 2008, we have purchased certain website domain
names for cash and stock in the amount of $472,271, and since the Merger, have
spent a cumulative total of $579,952 in cash and stock for such
acquisitions.





During
the three month period ended July 31, 2008, we incurred significant professional
fees associated with being a public company. 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.





For the three months ended
July 31, 2008.





Results
of Operations





For
the Three month period ended July 31, 2008 as compared to the three month period
ended July 31, 2007.





Revenue. We realized
revenues of $9,636 for the three month period ended July 31, 2008, in comparison
to the $9,919 that we generated for the three month period ended July 31, 2007.
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. For the
three month period ended July 31, 2008, our operating expenses were $566,377,
resulting in our loss from operations of $556,741. We also had other expense of
$1,841 for the three month period ended July 31, 2008. Therefore, our net loss
for the three month period ended July 31, 2008, was $559,382, after $800 for
provision of income taxes.This is in comparison to our operating
expenses of $8,873 for the three month period ended July 31, 2007, where our
income from operations was $1,046; our income after provision for income taxes
of $800 was $246.  We anticipate that we will continue to incur significant
general and administrative expenses, but hope to continue generating increased
revenues operating our new business and after expanding operations utilizing the
funds raised in our recent private offerings.





Plan of Operation for the Next Twelve
Months.For the three month period ended July 31, 2008, we
generated revenues of $9,636.  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 $431,208 as of July 31, 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.




16





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 July 31, 2008.





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 July 31, 2008, 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.





Item 1A. Risk
Factors.





Not
applicable.





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





As of
July 31, 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.




17




Subsequent
to the period covered by this report, we granted 50,000 options on August 8,
2008 with an exercise price of $1.50 share to one individual, and on September
8, 2008, we granted 50,000 options with an exercise price of $1.46 per share to
a second individual.





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.





Item 3.  Defaults
Upon Senior Securities





None.





Item
4.  Submission of Matters to Vote of Security
Holders





None.





Item 5.  Other
Information




On
September 12, 2008, we closed a Website and Domain Name Acquisition Agreement
with Chris Davis to acquire the assets associated with www.freepowerboards.com
in exchange for $15,500 in cash. The Company paid $12,500 of the Purchase Price
on the Closing Date and the balance of 3,000 is payable in three (3) equal
consecutive monthly installments, the first payment thereunder being due and
payable thirty (30) days after the Closing Date and the remaining payments being
due and payable on the next two (2) monthly anniversaries of the first
payment.


Item
6.  Exhibits




31. Rule 13a-14(a)/15d-14(a) Certifications.




32.
Section 1350 Certifications.




18




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 corporationSeptember
      15, 2008
              By:
              /s/ Sanjay
      SabnaniIts:
              Principal
      Executive Officer, Chief
      Financial Officer
                President,
      Secretary, Director