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 OCTOBER 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 December 12,
2008, there were 40,669,818 shares of the issuer’s $.001 par value common stock
issued and outstanding.




1




PART
I - FINANCIAL INFORMATION






Item 1.  Financial
Statements






CROWDGATHER,
INC.
 BALANCE
SHEETS




October
      31,
                2008
              
              
              April
      30,
                2008(Unaudited)ASSETSCurrent
      assetsCash
              
              $
              198,920
              
              
              $
              295,934Prepaid
      expenses
              
              
              5,461
              
              
              
              10,950Total
      current assets
              
              
              204,381
              
              
              
              306,884Property
      and equipment, net of accumulateddepreciation
      of $12,390 and $6,025, respectively
              
              
              85,364
              
              
              
              18,434Intangible
      assets
              
              
              606,610
              
              
              
              107,321Deposit
      in escrow
              
              
              2,500
              
              
              
              75,334Security
      deposit
              
              
              12,647
              
              
              
              11,000Total
      assets
              
              $
              911,502
              
              
              $
              518,973
 LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable and accrued expenses
              
              $
              23,292
              
              
              $
              36,022Accrued
      interest
              
              
              14,167
              
              
              
              -Income
      taxes payable
              
              
              800
              
              
              
              800Total
      current liabilities
              
              
              38,259
              
              
              
              36,822Convertible
      notes payable
              
              
              870,000Stockholders’
      equityCommon
      stock, $0.001 par value, 975,000,000 sharesauthorized,
      40,509,818 and 40,056,818 issued andoutstanding,
      respectively
              
              
              40,510
              
              
              
              40,057Additional
      paid-in capital
              
              
              1,661,290
              
              
              
              888,943Stock
      issuance obligation
              
              
              66,928
              
              
              
              -Accumulated
      deficit
              
              
              (1,765,485
              )
              
              
              (446,849
              )Total
      stockholders’ equity
              
              
              3,243
              
              
              
              482,151Total
      liabilities and stockholder’s equity
              
              $
              911,502
              
              
              $
              518,973
  See
accompanying notes to financial statements
  2
  CROWDGATHER,
INC.
 STATEMENTS
OF OPERATIONS
 FOR
THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
 UNAUDITED
   Three
      Months Ended
                October
      31,
              
              
              Six
      Months Ended
                October
      31,2008
              
              
              2007
              
              
              2008
              
              
              2007Revenue
              
              $
              20,625
              
              
              $
              4,479
              
              
              $
              30,261
              
              
              $
              14,398Operating
      expenses
              
              
              (768,783
              )
              
              
              (5,065
              )
              
              
              (1,335,160
              )
              
              
              (13,939
              )Loss
      from operations
              
              
              (748,158
              )
              
              
              (586
              )
              
              
              (1,304,899
              )
              
              
              459Other
      income (expense):Interest
      income
              
              
              571
              
              
              
              -
              
              
              
              1,230
              
              
              
              -Interest
      expense
              
              
              (11,667
              )
              
              
              -
              
              
              
              (14,167
              )
              
              
              -Other
      income (expense), net
              
              
              (11,096
              )
              
              
              -
              
              
              
              (12,937
              )
              
              
              -Net
      income (loss) before provision for income taxes
              
              
              (759,254
              )
              
              
              (586
              )
              
              
              (1,317,836
              )
              
              
              459Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              800
              
              
              
              800Net
      loss
              
              $
              (759,254
              )
              
              $
              (586
              )
              
              $
              (1,318,636
              )
              
              $
              (341
              )Weighted
      average shares outstanding – basic and dilutive
              
              
              40,509,655
              
              
              
              39,000,000
              
              
              
              40,378,486
              
              
              
              39,000,000Net
      loss per share – basic and dilutive
              
              $
              (0.02
              )
              
              $
              -
              
              
              $
              (0.03
              )
              
              $
              -
 
  See
accompanying notes to financial statements
  3
  CROWDGATHER,
INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
 UNAUDITED


2008
              
              
              2007Cash
      flows from operating activities:Net
      loss
              
              $
              (1,318,636
              )
              
              $
              (341
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
              
              
              6,365
              
              
              
              -Stock
      based compensation
              
              
              312,000
              
              
              
              -Stock
      issued for services
              
              
              74,428
              
              
              
              -Changes
      in operating assets and liabilities:Prepaid
      expenses
              
              
              5,489
              
              
              
              (199
              )Security
      deposits
              
              
              (1,647
              )
              
              
              -Accounts
      payable and accrued expenses
              
              
              1,437
              
              
              
              -Net
      cash provided by (used in) operating activities
              
              
              (920,564
              )
              
              
              (540
              )Cash
      flows from investing activities:Purchase
      of property and equipment
              
              
              (73,295
              )
              
              
              -Deposit
      in escrow
              
              
              72,834
              
              
              
              -Purchase
      of intangible assets
              
              
              (465,989
              )
              
              
              -Net
      cash used in investing activities
              
              
              (466,450
              )
              
              
              -Cash
      flows from financing activities:Proceeds
      from the sale of common stock
              
              
              420,000
              
              
              
              -Proceeds
      from issuance of debt
              
              
              870,000
              
              
              
              -Net
      cash provided by financing activities
              
              
              1,290,000
              
              
              
              -Net
      increase (decrease) in cash
              
              
              (97,014
              )
              
              
              (540
              )Cash,
      beginning of period
              
              
              295,934
              
              
              
              1,127Cash,
      end of period
              
              $
              198,920
              
              
              $
              587Supplemental
      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


4




CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 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. 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 six
months ended October 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.
  5
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
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 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 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 its 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.
  6
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
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”
(“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 six months ended October 31, 2008, the Company had
$870,000 of convertible debt that could be converted into 580,000 shares of the
Company’s common stock and approximately 315,000 of vested stock options that
could be converted into approximately 275,000 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.
  7
 
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 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.
  8
 
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 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
(FSP APB 14-1), Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement).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 APB
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.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.
  9
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 UNAUDITED
 1.
              NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Recent
Accounting Pronouncements (Continued)
 
 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 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
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.
  10
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 UNAUDITED
 2.
              GOING
      CONCERN
 
 The
Company has incurred a net loss of $1,318,636 for the six months ended October
31, 2008 and has an accumulated deficit of $1,765,485 as of October 31, 2008,
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 domain names for cash and
stock in the amount of $499,289 during the six months ended October 31, 2008 and
a total of $606,610 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 October 31, 2008, 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.
 
 11
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 UNAUDITED
 4.   
 CONVERTIBLE
NOTES PAYABLE (Continued)
 
 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.
 
 5.     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.
  12
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 UNAUDITED
 5.     STOCKHOLDERS’
EQUITY (Continued)
 
 In April
2008, the Company issued 1,000,000 shares of its common stock in connection with
a subscription agreement and received $890,000.
 
 On June
20, 2008, the Company sold 420,000 shares of its common stock to an investor for
$420,000.
 
 On July
14, 2008, the Company issued 18,000 shares of its common stock for the purchase
of an intangible asset.
 
 On May 9,
2008 the Board of Directors of the Company approved the CrowdGather, Inc. 2008
Stock Option Plan (the “Plan”). The Plan permits flexibility in types of awards,
and specific terms of awards, which will allow future awards to be based on
then-current objectives for aligning compensation with increasing long-term
shareholder value.
 
 During
the six months ended October 31, 2008, the Company issued 2,950,000 stock
options, exercisable at various dates through August 2012 and for various prices
ranging from $1.00 - $1.49, and convertible into approximately 2,575,000 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 six
months ended October 31, 2008 was $172,000 and $312,000, 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:
   Six months ended
                October
      31,2008
              
              
              2007Risk-free
      interest rate
              
              
              2.08
              %
              
              
              N/AExpected
      volatility
              
              
              125.00
              %
              
              
              N/AExpected
      option life (in years)
              
              
              2.00
              
              
              
              N/AExpected
      dividend yield
              
              
              0.00
              %
              
              
              N/A
  13
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 UNAUDITED
   5.     STOCKHOLDERS’
EQUITY (Continued)
  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 SEC Staff Accounting Bulletin (SAB) No. 107, as
amended by SAB 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 six months ended October 31, 2008 was $22,500.
 
 On August
27, 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.
 
 On
October 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 shares
were valued at $23,250 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 December 31, 2008.  The stock-based
expense for these shares included in operating expenses for the period ended
October 31, 2008 was $7,750.
 
 On
October 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 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 are being charged to expense over the
term of the agreement which is for three months and expires December 31,
2008.  The stock-based expense for these shares included in operating
expenses for the period ended October 31, 2008 was $31,000.
 
 On
October 6, 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 are being charged to expense over the
term of the agreement which is for three months and expires January 6,
2009.  The stock-based expense for these shares included in operating
expenses for the period ended October 31, 2008 was $25,000.
  14
 
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 UNAUDITED
 5.STOCKHOLDERS’
EQUITY (Continued)
 
 On
October 23, 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 are being charged to expense over the
term of the agreement which is for three months and expires January 23,
2009.  The stock-based expense for these shares included in operating
expenses for the period ended October 31, 2008 was $3,178.
 
 6.   
 PROVISION FOR
INCOME TAXES
 
 For the
six months ended October 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.
 
 As of
October 31, 2008, the Company had federal and state net operating loss carry
forwards of approximately $1,765,000 which can be used to offset future federal
income tax.  The federal and state net operating loss carry forwards
expire at various dates through 2028.  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.
 
 As of
October 31, 2008, 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%)
              
              $
              600,000State
      net operating loss (at 8.84%)
              
              
              155,000755,000Less:
      valuation allowance
              
              
              (755,000
              )Net
      deferred tax assets
              
              $
              -
 
 The
Company’s valuation allowance increased by approximately $565,000 during the six
months ended October 31, 2008.
  15
 
 CROWDGATHER,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 OCTOBER
31, 2008
 UNAUDITED
 7.   
 COMMITTMENTS
  The
Company is under contractual obligations to issue 160,000 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 $242,000, of which $66,928 was earned as of October 31,
2008.
 
 8.    
SUBSEQUENT
EVENT
 
 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.




16


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.
 
 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.
  17
 
 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.
 
 Liquidity and Capital
Resources. Our total assets were $911,502 as of October 31,
2008.  We had total current assets of $204,381, which was comprised of
cash of $198,920 and prepaid expenses of $5,461.  We also had property
and equipment with a net value of $85,364, and intangible assets
of $606,610, represented by our domain names and other intellectual
property owned, and deposit in escrow of $2,500 and a security deposit of
$12,647.
 
 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.
  18
 
 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.
 
 Our
current liabilities as of October 31, 2008, totaled $38,259, consisting of
$23,292 in accounts payable and accrued expense, $14,167 in accrued interest and
$800 in income taxes payable. We also had $500,000 represented by an 8%
mandatorily redeemable convertible note payable and $370,000 represented by the
two 10% convertible promissory notes described above. We had no other
liabilities and no long-term commitments or contingencies at October 31,
2008.
 
 During
the six months ended October 31, 2008, we have purchased certain online forums,
message boards and domain names for cash and stock in the amount of $499,289,
and since inception, have spent a cumulative total of $606,610 in cash and stock
for such acquisitions.
 
 We have
incurred a net loss of $1,318,636 for the six months ended October 31, 2008 and
have an accumulated deficit of $1,765,485 as of October 31, 2008, and 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.
 
 For the three months ended
October 31, 2008
 
 Revenue. We realized
revenues of $20,625 for the three month period ended October 31, 2008.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 month period ended October 31, 2008, our operating
expenses were $768,783, resulting in a loss from operations of $748,158. We also
had interest income of $571 and interest expense of $11,667, resulting in net
other expense of $11,096 for the three month period ended October 31, 2008.
Therefore, our net loss for the three month period ended October 31, 2008, was
$759,254 with no for provision for income taxes.  We anticipate that we
will continue to incur significant general and administrative
expenses.
  For the six months ended
October 31, 2008
 
 Revenue. We realized
revenues of $30,261 for the six month period ended October 31, 2008. 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 six month period ended October 31, 2008, our operating
expenses were $1,335,160, resulting in our loss from operations of $1,304,899.
We also had interest income of $1,230 and interest expense of $14,167 resulting
in other expense net of $12,937 for the six month period ended October 31, 2008.
Our net loss for the six month period ended October 31, 2008, was $1,318,636,
after a provision for income taxes of $800. We anticipate that we will continue
to incur significant general and administrative expenses.
  19
 
 Plan of Operation for the Next Twelve
Months.For the three month period ended October 31, 2008, we
generated revenues of $20,625.  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
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 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.
 
 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 $40,000 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.  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 team.  As a result of our streamlining,
we have brought cash expenses down to approximately $100,000 per month as we
enter the 2009 calendar year.  We believe that the Company can
continue to increase monthly revenues and execute its business strategy within
the constraints of this revised overhead and cost structure.
 
 Off-balance
Sheet Arrangements
 
 We had no
off-balance sheet arrangements at October 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 October 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.
  20
 
 Item 1A. Risk
Factors.
 
 Not
applicable.
 
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
 As of
October 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.
 
 This
total includes 50,000 options granted on August 8, 2008 with an exercise price
of $1.50 share to one individual and 50,000 options granted on September 8, 2008
with an exercise price of $1.46 per share to a second individual.  The
options were granted in transactions which we believe satisfy 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.
 
 In August 2008, we issued
15,000 shares of our common stock to an advisory firm pursuant to a consulting
and advisory agreement which expired September 30,
2008.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.
 
 On
October 1, 2008, we entered into a consulting and advisory agreement with
another advisory firm and agreed to compensate that firm with 5,000 shares of
our 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; the
term of the agreement is for three months and expires December 31,
2008.  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.
 
 Also on
October 1, 2008, we entered into a consulting and advisory agreement with a
third party pursuant to which we agreed to compensate the firm 60,000 shares of
our restricted common stock.  The shares were valued at $93,000 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 December 31, 2008. The these
shares were issued in a transaction which we believe satisfies the requirements
of that exemption from the registration and prospectus delivery requirements of
the Securities Act of 1933, which exemption is specified by the provisions of
Section 5 of that act and Regulation S promulgated pursuant to that act by the
Securities and Exchange Commission.
 
 On
October 6, 2008, we entered into a consulting and advisory agreement with
another firm and agreed to compensate the firm 60,000 shares of our restricted
common stock.  The shares were valued at $90,000 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 January 6, 2009.   The shares have
been authorized but have not been issued as of the date of this Report. When
issued, the shares will be 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.
 
 On
October 23, 2008, we entered into a consulting and advisory agreement with an
advisory firm and compensate that firm with 25,000 shares of our restricted
common stock.  The shares were valued at $35,750 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 January 23, 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.
  21
  Item 3.  Defaults
Upon Senior Securities
 
 None.
 
 Item
4.  Submission of Matters to Vote of Security
Holders
 
 None.
 
 Item 5.  Other
Information
 
 On
December 3, 2008, we issued a convertible promissory note to one of our
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 our common stock at a conversion
price of the lower of (i) $1.40 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.
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.
  22


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