crwgform10k043009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[ X] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended April 30,
2009
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from to
Commission File Number: 000-52143
CrowdGather,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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20-2706319
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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20300
Ventura Blvd. Suite 330, Woodland Hills, California
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91364
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(Address
of principal executive offices)
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(Zip
Code)
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(818)
435-2472
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(Registrant's
Telephone Number, Including Area Code)
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Securities
registered under Section 12(b) of the Act:
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Title of each class
registered:
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Name of each exchange
on which registered:
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None
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None
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Securities
registered under Section 12(g) of the Act:
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Common Stock, Par
Value $.001
(Title
of Class)
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Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes xNo
Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the
Act. Yes xNo
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. xYes No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
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.
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer (Do not check if a smaller
reporting company)
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Smaller reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes xNo
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the last
business day of the registrant’s most recently completed second fiscal
quarter. As of November 30, 2008, approximately
$23,542,227.
As of
July 28, 2009, there were 40,684,818 shares of the issuer's $.001 par value
common stock issued and outstanding.
Documents
incorporated by reference. There are no annual reports to security holders,
proxy information statements, or any prospectus filed pursuant to Rule 424 of
the Securities Act of 1933 incorporated herein by reference.
TABLE
OF CONTENTS
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PAGE
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PART
I
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Item
1.
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Business
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3 |
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| Item
1A. |
Risk
Factors |
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5 |
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| Item
1B. |
Unresolved
Staff Comments |
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10 |
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2. |
Properties
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10 |
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Item
3.
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Legal
Proceedings
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10 |
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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10 |
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PART
II
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Item
5.
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Market
for Common Stock, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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10 |
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6. |
Selected
Financial Data |
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14 |
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7. |
Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation |
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14 |
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| Item
7A. |
Quantitative
and Qualitative Disclosures About Market Risk
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15 |
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Item
8.
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Financial
Statements and Supplementary Data
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16 |
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| Item
9. |
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure |
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30 |
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9A. |
Controls
and Procedures |
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30 |
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Item
9B.
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Other
Information
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31 |
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PART
III
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Item
10.
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Directors,
Executive Officers, Promoters and Control Persons
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31 |
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Item
11.
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Executive
Compensation
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32 |
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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33 |
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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34 |
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Item
14.
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Principal
Accountant Fees and Services |
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35 |
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PART
IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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35 |
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PART
I
Forward-Looking
Information
This
Annual Report of CrowdGather, Inc. on Form 10-K contains forward-looking
statements, particularly those identified with the words, “anticipates,”
“believes,” “expects,” “plans,” “intends”, “objectives” and similar expressions.
These statements reflect management's best judgment based on factors known at
the time of such statements. The reader may find discussions containing such
forward-looking statements in the material set forth under “Management's
Discussion and Analysis and Plan of Operations,” generally, and specifically
therein under the captions “Liquidity and Capital Resources” as well as
elsewhere in this Annual Report on Form 10-K. Actual events or results may
differ materially from those discussed herein. The forward-looking
statements specified in the following information have been compiled by our
management on the basis of assumptions made by management and considered by
management to be reasonable. Our future operating results, however, are
impossible to predict and no representation, guaranty, or warranty is to be
inferred from those forward-looking statements. The assumptions used for
purposes of the forward-looking statements specified in the following
information represent estimates of future events and are subject to uncertainty
as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. No assurance can be given
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
Item 1. Description of
Business.
Our Background.
CrowdGather, Inc., formerly WestCoast Golf Experiences, Inc., (the “Company,”
“we” or “CrowdGather”) was incorporated in the State of Nevada on April 20,
2005.
On April
2, 2008, the Company, General Mayhem LLC (“General”) and the Company’s wholly
owned subsidiary, General Mayhem Acquisition Corp. (the “Acquisition
Subsidiary”), entered into an agreement and plan of merger (the “Merger
Agreement”). The merger contemplated by the Merger Agreement (“the “Merger”)
closed on April 2, 2008. The Merger resulted in General merging into the
Acquisition Subsidiary, with the acquisition subsidiary surviving. Prior to the
Merger, the Company effected a 13-for-1 stock split of its common stock.
Pursuant to the Merger, each share of General was converted into and became one
(1) share, on a post-stock split basis, such that former members of General were
issued 26,000,000, or approximately 64.9%, of the outstanding shares at that
time. On April 8, 2008, pursuant to the Agreement of Merger and Plan of Merger
and Reorganization dated April 8, 2008 by and between the Company and
Acquisition Subsidiary, the Acquisition Subsidiary merged with and into Company,
with Company surviving. In connection with the latter merger, the Company
changed its name to CrowdGather, Inc.
Our
Business. 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 one of the most dynamic sources of information available
on the web because forums are active communities built around interest and
information exchange on specific topics.
Part of
our growth strategy includes identifying and acquiring web properties. In
the last six months we have been researching potential opportunities to acquire
online forums within targeted content and advertising verticals in our industry
in order to expand our operations. In addition to the over 70 properties and 300
domain names acquired to date, we also maintain ongoing discussions with
representatives of certain web properties and other companies that may be
interested in being acquired by us or entering into a joint venture agreement
with us.
The
network we create will rely initially upon our own properties, but it is our
goal to build a network that is open to third-party owned forums as
well. Ultimately, the integration of these message board communities
on our central CrowdGather platform will allow for the creation of three things:
a user generated content network driven by a proprietary search interface; a
social network powered by central ID and log-on management through our
proprietary user profile; and an advertising network that allows for us to
leverage the targeted demographics of the combined network in order to generate
the highest advertising rates for all of our member sites.
Our
Community of Online Forums
Our forum
community connects what we believe is a robust and vibrant network of people
sharing their questions, expertise and experiences. We hope that this
collection of forums will help users easily access relevant, dynamic, and
compelling user-generated content, conversations and commerce. Some
of our representative properties include
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Forum
Name
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Target
Community/Discussion Topic
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ZuneBoards.com
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Microsoft
Zune community
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Ngemu.com
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Software
emulators
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Freepowerboards.com
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Free
forum hosting
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ABXZone.com
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Computer
help
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GenMay.com
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Off-topic
and humor
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AdminFusion.com
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Webmasters
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MotorcycleForum.com
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Motorcycles
and scooters
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AquaticPlantCentral.com
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Aquascapes
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VistaBabble.com
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Microsoft
Vista discussion
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Fashion-Forums.org
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Fashion
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DemocracyForums.com
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Politics
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MJHQ.com
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Celebrities
and their fans
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FoodForums.com
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Food
and dining
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ActorsForum.com
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Acting
and theater arts
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Pocketbikeplanet.com
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Mini-bike
owner society |
| Clubxb.com |
Scion
xB owner community |
| Zealot.com |
Hobby
enthusiast forum |
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Wiispace.com
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Nintendo
Wii enthusiast
community
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The
CrowdGather Network currently represents an aggregate of approximately 16 to 20
million monthly page views, 1.3 to 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 page
views and ad impressions across several of our major properties after the
initial acquisition and integration periods, but our belief is that the strong
search engine rankings of many of our properties will continue to result in
increased page views 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.
Revenues
We derive
revenue principally from the sale of Internet advertising and sponsorships, as
well as from subscription services and e-commerce. The Internet is an attractive
forum for certain advertisers, depending on the number of users we have and a
variety of other factors. Internet advertising spending continues to
increase on an annual basis. We believe that significant revenues can
be generated from online advertising both for our Company-owned sites as well as
on a commission sales basis for our third-party network sites.
Additionally,
we have decided to leverage our excess engineering capabilities towards
developing web services applications for third-party customers. This
is not a significant focus of ours going forward, but will help us towards
reducing our net monthly deficit.
We have
also decided to develop, market, and sell products that are focused on expanding
our visibility amongst owners of forums. The first such product will
be our proprietary forum Content Management System (CMS),
CrowdReport™. We have already completed beta testing of our CMS on
our busiest sites commencing in January, 2009 and based upon the insights we
have received from the members of those respective communities, we are now
developing the final feature specification. We anticipate the
CrowdReport™ CMS will be available for sale and distribution beginning October,
2009.
Sales,
Marketing and Distribution
We intend
to pursue direct sales with advertisers interested in exposing their products or
services to our forum populations on a targeted basis. We will work
not only with direct advertisers, but also advertising networks as represented
by intermediaries. A key component of our strategy will be to
customize advertising programs that are directly relevant to an advertiser,
while not at odds with our online communities. We will also allow for
direct personalized advertising sales to the members of our respective forum
communities who wish to market their products or services to their fellow
members.
We hope
to develop a widely recognized brand, which will enable us to attract, retain,
and more deeply engage users, forum owners, advertisers, publishers, and
developers. We believe a great brand begins with a great product, services, and
content. We focus on each step of product and services development,
deployment, and management and content design to understand our offerings and
how best to market them to our communities of potential and existing users. We
hope to use online advertising, and we leverage our online network and our
distribution partnerships to market our products and services to the right
people at the right time. With continued investment in brand and product
marketing, we believe we can continue to attract and engage users, advertisers,
publishers, and developers.
Competition
We
operate in the Internet products, services, and content markets, which are
highly competitive and characterized by rapid change, converging technologies,
and increasing competition from companies offering communication, information,
and entertainment services integrated into other products and media
properties.
We
compete for users, advertisers, publishers, and developers with many other
providers of online services, including Web businesses where expertise in a
particular market segment may provide a competitive advantage and with social
media and networking competitors. Ad networks (such as Yahoo!’s Yahoo!
Properties, Google Inc.’s “Google” Ad sense, Ad.com, and Valueclick), which
create specialized marketing solutions for specific advertiser or publishers
segments, also compete with us for a share of marketing budgets.
We
compete with companies to attract users and developers as well as attract
advertisers and publishers to our forums. The principal competitive factors
relating to attracting and retaining users include the usefulness,
accessibility, integration, and personalization of the forums that we offer and
the overall user experience on our site.
Many of
our current and potential competitors have longer operating histories, more
industry experience, larger customer or user bases, greater brand recognition
and significantly greater financial, marketing and other resources than we do.
We may not be able to compete with either the large or mid-sized companies. We
are also at a significant competitive disadvantage within the Internet industry
because we have limited capital resources. Our ability to compete will depend on
our ability to obtain users of our products without spending any significant
funds to market and promote our products.
Intellectual
Property
Our
intellectual property assets include domain names and websites; trademarks
related to our brands, products and services; copyrights in software and
creative content; trade secrets; and other intellectual property rights and
licenses of various kinds. We also currently own the web domain www.crowdgather.com,
which serves as our corporate website and the future home of our new forum
software platform which is currently in development. Our portfolio
currently consists of over 300 domain names and approximately 70 message board
communities at various stages of development. Our corporate website
(www.crowdgather.com)
features a current list of our developed communities and software
products.
Under
current domain name registration practices, no one else can obtain an identical
domain name, but someone might obtain a similar name, or the identical name with
a different suffix, such as “.org”, or with a country
designation. The regulation of domain names in the United States and
in foreign countries is subject to change, and we could be unable to prevent
third parties from acquiring domain names that infringe or otherwise decrease
the value of our domain names.
We seek
to protect our intellectual property assets through patent, copyright, trade
secret, trademark and other laws of the U.S. and other countries, and
through contractual provisions. We enter into confidentiality and invention
assignment agreements with our employees and contractors, and non-disclosure
agreements with third parties with whom we conduct business in order to secure
our proprietary rights and additionally limit access to, and disclosure of, our
proprietary information. We consider our trademarks to be our most valuable
assets and we will seek to register these trademarks in the U.S. and will
seek to protect them. We have licensed in the past, and expect that we may
license in the future, certain of our proprietary rights, such as trademark,
patent, copyright, and trade secret rights to third parties.
In May
2009, we converted a provisional patent with a priority date of May, 2008 into a
utility patent titled “Systems and Methods for Syndicating Content to, and
Mining Content from, Internet Based Forums.”
Government
Regulation
We are
subject to regulations and laws directly applicable to providers of Internet
content and services. Many laws and regulations, however, are pending and may be
adopted in the United States, individual states and local jurisdictions and
other countries with respect to the Internet. The federal government and some
state governments have introduced or considered legislation relating to Internet
usage generally, including measures relating to privacy and data security, as
well as specific legislation aimed at social networking sites, such as
ours. It is not possible to predict whether or when such legislation
may be adopted, and certain proposals, if adopted, could negatively affect our
business. We do not know for certain how existing laws governing issues such as
property ownership, copyright and other intellectual property issues, digital
rights management, security, illegal or obscene content, retransmission of
media, spyware, and personal privacy and data protection apply to the
Internet. We monitor pending legislation to ascertain relevance,
analyze impact and develop strategic direction surrounding regulatory trends and
developments within the industry.
A number
of U.S. federal laws, including those referenced below, impact our business. The
Digital Millennium Copyright Act (“DMCA”) is intended, in part, to limit the
liability of eligible online service providers for listing or linking to
third-party Websites that include materials that infringe copyrights or other
rights of others. Portions of the Communications Decency Act (“CDA”) are
intended to provide statutory protections to online service providers who
distribute third-party content. We rely on the protections provided by both the
DMCA and CDA in conducting our business. Any changes in these laws or judicial
interpretations narrowing their protections will subject us to greater risk of
liability and may increase our costs of compliance with these regulations or
limit our ability to operate certain lines of business. The Children’s Online
Privacy Protection Act of 1998 (“COPPA”) prohibits web sites from collecting
personally identifiable information online from children under age 13 without
prior parental consent. The Controlling the Assault of Non-Solicited Pornography
and Marketing Act of 2003 (“CAN-SPAM”) regulates the distribution of unsolicited
commercial emails, or “spam.” Online services provided by the Company may be
subject to COPPA and CAN-SPAM requirements. Congress and individual states may
also consider online privacy legislation that would apply to personal
information collected from teens and adults. We believe that we are in material
compliance with the requirements imposed by those laws and
regulations.
We are
also subject to federal, state and local laws and regulations applied to
businesses generally. We believe that we are in conformity with all applicable
laws in all relevant jurisdictions. We do not believe that we have not been
affected by any of the rules and regulations specified in this
section.
Research
and Development
We seek
to continually enhance, expand, and launch products and features to meet
evolving user, advertiser, and publisher needs for technological innovation and
a deeper, more integrated experience for the online community of users. We
intend to leverage our internal development efforts through technology
acquisitions. We anticipate that our internal development costs for
the first generation forum networking software will approximate
$50,000.
Employees
As of
July 27, 2009, we have 7 full time employees. None of our employees
is covered by a collective bargaining agreement, nor are they represented by a
labor union. We have not experienced any work stoppages, and we consider
relations with our employees to be good.
Item 1A. Risk
Factors.
An
investment in our securities involves a high degree of risk. You
should carefully consider the risks described below together with all of the
other information included in this report before making an investment decision
with regard to our securities. If any of the following risks actually
occurs, our business, financial condition, and/or results of operations could be
harmed. In that case, the trading price of our common stock could
decline, and you may lose all or part of your investment. You should
only purchase our securities if you can afford to suffer the loss of your entire
investment.
Risks Related to Our
Business:
Our
limited operating history may not serve as an adequate basis to judge our future
prospects and results of operations.
We have a
relatively limited operating history. Such limited operating history
and the unpredictability of the success of online social networks makes it
difficult for investors to evaluate our business and future operating results.
An investor in our securities must consider the risks, uncertainties, and
difficulties frequently encountered by companies in new and rapidly evolving
markets. The risks and difficulties we face include challenges in
accurate financial planning as a result of limited historical data and the
uncertainties resulting from having had a relatively limited time period in
which to implement and evaluate our business strategies as compared to older
companies with longer operating histories.
We
will need additional financing to execute our business plan.
The
revenues from the sale of advertising and forum memberships and the projected
revenues from these potential streams are not adequate to support our expansion
and product development programs. We will need substantial additional funds to
effectuate our business plan; expand our online reach and presence; develop and
enhance our technological capabilities; file, prosecute, defend and enforce our
intellectual property rights; and hire and retain key employees. We will
seek additional funds through public or private equity or debt financing, via
strategic transactions, and/or from other sources.
There are
no assurances that future funding will be available on favorable terms or at
all. If additional funding is not obtained, we will need to reduce, defer
or cancel development programs, planned initiatives, or overhead expenditures to
the extent necessary. The failure to fund our capital requirements could
have a material adverse effect on our business, financial condition and results
of operations.
Our
auditors have questioned our ability to continue operations as a “going
concern.” Investors may lose all of their investment if we are unable to
continue operations and generate revenues.
We hope
to obtain significant revenues from future sales. In the absence of
significant sales and profits, we will seek to raise additional funds to meet
our working capital needs principally through the additional sales of our
securities. However, we cannot guaranty that we will be able to
obtain sufficient additional funds when needed, or that such funds, if
available, will be obtainable on terms satisfactory to us. As a result, our
auditors believe that substantial doubt exists about our ability to continue
operations. In the event we are not able to continue operations, our securities
will become worthless.
Interest-group
forums may not prove to be a viable business model.
Interest-group
forums as a business model for delivering information and entertainment over the
Internet is unproven, and we have only recently launched our efforts to develop
a business centered on this model. It is too early to predict whether consumers
will accept, and use our products on a regular basis, in significant numbers,
and participate in our online community. Our products may fail to attract
significant numbers of users, or, may not be able to retain the usership that it
attracts, and, in either case, we may fail to develop a viable business model
for our online community. In addition, we expect a significant portion of the
content that we will provide to be available for free. If we are unable to
successfully monetize the use of our content, either through advertising or fees
for use, we may not be able to generate revenues.
We
may be unable to attract advertisers to our online forums.
We expect
that advertising revenue will comprise a significant portion of the revenue to
be generated by the forums that we own. Most large advertisers have fixed
advertising budgets, only a small portion of which has traditionally been
allocated to Internet advertising. In addition, the overall market for
advertising, including Internet advertising, has been generally characterized in
recent periods by softness of demand, reductions in marketing and advertising
budgets, and by delays in spending of budgeted resources. Advertisers may
continue to focus most of their efforts on traditional media or may decrease
their advertising spending. If we fail to convince advertisers to spend a
portion of their advertising budgets with us, we will be unable to generate
revenues from advertising as we intend.
We
hope to generate our revenue almost entirely from advertising and retaining
other sites as paid participants in our community, and the reduction in spending
by, or loss of, advertisers and member could seriously harm our ability to
generate revenues.
We hope
to generate revenues from advertisers and other communities that pay to
affiliate with our site. If we are unable provide value to potential advertisers
or other online communities, we may not be able to sell any ad space or
memberships, which would negatively impact our revenues and business. In
addition, we expect that advertisers will be able terminate their contracts with
us at any time. We may encounter difficulty collecting from our advertisers
because we are a very small company with limited resources to collect
outstanding balances.
If
we are unable to compete effectively in the forum sector of the Internet
industry, our business will fail.
The forum sector of the
Internet industry is extremely competitive. The competition comes from both
companies within the same business and companies in other media which create
alternative forms of entertainment. We compete with several major Internet
companies which are dominant in the industry, as well as with numerous small and
independent Internet companies. Many of the organizations with which we compete
have significantly greater financial and other resources than we do. The major
companies are typically large, diversified entertainment and media companies or
subsidiaries of diversified corporations which have strong relationships with
advertisers and others involved in the Internet industry. We may not be able to
compete with those companies for users and advertisers.
We
may not be able to sustain or grow our business unless we keep up with changes
in technology and consumer tastes.
The
Internet and electronic commerce industries are characterized by:
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rapidly
changing technology;
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evolving
industry standards and practices that could render our website and
proprietary technology obsolete;
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changes
in consumer tastes and user
demands;
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challenges,
such as “click fraud,” that cast doubt on otherwise legitimate activities
and practices; and
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frequent
introductions of new services or products that embody new
technologies.
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Our
future performance will depend, in part, on our ability to develop, license or
acquire leading technologies and program formats, enhance our existing services
and respond to technological advances and consumer tastes and emerging industry
standards and practices on a timely and cost-effective basis. Developing website
and other proprietary technology involves significant technical and business
risks. We also cannot assure you that we will be able to successfully use new
technologies or adapt our website and proprietary technology to emerging
industry standards. We may not be able to remain competitive or sustain growth
if we do not adapt to changing market conditions or customer
requirements.
We
face significant competition from large-scale Internet content, product and
service aggregators, principally Google, Microsoft and Yahoo.
We face
significant competition from companies, principally Google, Microsoft, and Yahoo
that have developed or acquired similar online sites. These services may
directly compete with us for affiliate and advertiser arrangements, which will
be key to our business and operating results. Some of these
competitors offer services that indirectly compete with our services, including:
consumer e-mail services, desktop search, local search, and instant messaging
services; photos, maps, video sharing, content channels, mobile applications,
and shopping services; movie, television, music, book, periodical, news, sports,
and other media holdings; access to a network of cable and other broadband users
and delivery technologies; advertising offerings; and considerable resources for
future growth and expansion. Some of the existing competitors and possible
additional entrants may have greater operational, strategic, financial,
personnel or other resources than we do, as well as greater brand recognition
either overall or for certain products and services. We expect these competitors
increasingly to use their financial and engineering resources to compete with
us, individually and potentially in combination with each other. In certain of
these cases, our competition has a direct billing relationship with a greater
number of their users through Internet access and other services than we have
with our users through our premium services. This relationship may permit such
competitors to be more effective than us in targeting services and
advertisements to the specific preferences of their users thereby giving them a
competitive advantage. If our competitors are more successful than we are in
developing compelling products or attracting and retaining users, advertisers,
or publishers, then our revenues and growth rates could decline.
We
face significant competition from traditional media companies which could
adversely affect our future operating results.
We also
compete with traditional media companies for advertising, both offline as well
as increasingly with their online assets as media companies offer more content
directly from their own websites. Most advertisers currently spend only a small
portion of their advertising budgets on Internet advertising. If we fail to
persuade existing advertisers to retain and increase their spending with us and
if we fail to persuade new advertisers to spend a portion of their budget on
advertising with us, our revenues could decline and our future operating results
could be adversely affected.
We
anticipate that the majority of our revenues will be derived from advertising to
our users, and the reduction in spending by or loss of current or potential
advertisers would cause our revenues and operating results to
decline.
We
anticipate that we will primarily rely on our ability to generate revenues from
advertising on our sites and from paid subscriptions from our
members. Our ability to develop revenue from advertising revenue
depends upon:
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establishing
and maintaining our user base;
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establishing
and maintaining our popularity as an Internet destination
site;
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broadening
our relationships with advertisers to small- and medium-sized
businesses;
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attracting
advertisers to our user base;
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increasing
demand for our services by advertisers, users, businesses and affiliates,
including prices paid by advertisers, the number of searches performed by
users, the rate at which users click-through to commercial search results
and advertiser perception of the quality of leads generated by our
forums;
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the
successful implementation and acceptance of our advertising exchange by
advertisers, networks, affiliates, and publishers;
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the
successful development and deployment of technology improvements to our
advertising platform;
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establishing
and maintaining our affiliate program for our search
marketing;
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deriving
better demographic and other information from our
users; and
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driving
acceptance of the Web in general and of our site in particular by
advertisers as an advertising
medium.
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We
anticipate that our agreements with advertisers will likely have terms of one
year or less, or may be terminated at any time by the advertiser. Accordingly,
it is difficult to forecast advertising revenues accurately. Any reduction in
spending by or loss of existing or potential future advertisers would cause our
revenues to decline. Further, we may be unable to adjust spending quickly enough
to compensate for any unexpected revenue shortfall.
Decreases
or delays in advertising spending by our advertisers due to general economic
conditions could harm our ability to generate advertising revenues.
Expenditures
by advertisers tend to be cyclical, reflecting overall economic conditions and
budgeting and buying patterns. Since we derive most of our revenues
from advertising, any decreases in or delays in advertising spending due to
general economic conditions could reduce our revenues or negatively impact our
ability to grow our revenues.
Our
intellectual property rights are valuable, and any inability to protect them
could reduce the value of our brand image and harm our business and our
operating results.
We hope
to create, own and maintain a wide array of intellectual property assets,
including copyrights, patents, trademarks, trade dress, trade secrets and rights
to certain domain names, which we believe will be among our most valuable
assets. We seek to protect our intellectual property assets through patent,
copyright, trade secret, trademark and other laws of the U.S. and other
countries of the world, and through contractual provisions. The efforts we have
taken or will take to protect our intellectual property and proprietary rights
may not be sufficient or effective at stopping unauthorized use of those rights.
In addition, effective trademark, patent, copyright and trade secret protection
may not be available or cost-effective in every country in which our products
and media properties are distributed or made available through the Internet.
There may be instances where we are not able to fully protect or utilize our
intellectual property assets in a manner to maximize competitive
advantages. Protection of the distinctive elements of our site
may not be available under copyright law or trademark law. If we are unable to
protect our proprietary rights from unauthorized use, the value of our brand
image may be reduced. Any impairment of our brand could negatively impact our
business. In addition, protecting our intellectual property and other
proprietary rights is expensive and time consuming. Any increase in the
unauthorized use of our intellectual property could make it more expensive to do
business and consequently harm our operating results.
We
are subject to U.S. and foreign government regulation of Internet services which
could subject us to claims, judgments and remedies including monetary
liabilities and limitations on our business practices.
We are
subject to regulations and laws directly applicable to providers of Internet
content and services. In addition, we will also be subject to any new laws and
regulations directly applicable to our domestic and international activities. We
may incur substantial liabilities for expenses necessary to defend such
litigation or to comply with these laws and regulations, as well as potential
substantial penalties for any failure to comply. Compliance with these laws and
regulations may also cause us to change or limit our business practices in a
manner adverse to our business.
We
rely on third-party providers for our principal Internet connections and
technologies, databases and network services critical to our properties and
services, and any errors, failures or disruption in the services provided by
these third parties could significantly harm our business and operating
results.
We rely
on private third-party providers for our principal Internet connections,
co-location of a significant portion of our data servers and network access. A
key element of our strategy will be to generate a high volume of traffic to our
forums. Our ability to generate revenues will depend substantially on the number
of customers who use our website. Accordingly, the satisfactory performance,
reliability and availability of our website and network infrastructure are
critical to our ability to generate revenues, as well as to our reputation. Any
disruption, from natural disasters, technology malfunctions, sabotage or other
factors, in the Internet or network access or co-location services provided by
these third-party providers or any failure of these third-party providers to
handle current or higher volumes of use could significantly harm our business,
operating results and financial condition. We have little control over these
third-party providers, which increases our vulnerability to disruptions or
problems with their services. Any financial difficulties experienced by our
providers may have negative effects on our business, the nature and extent of
which we cannot predict.
Furthermore,
we depend on hardware and software suppliers for prompt delivery, installation
and service of servers and other equipment to deliver our services. Any errors,
failures, interruptions or delays experienced in connection with these
third-party technologies and information services could negatively impact our
relationship with users and adversely affect our brand, our business, and
operating results.
If
we are not able to retain the full-time services of senior management, there may
be an adverse effect on our operations and/or our operating performance until we
find suitable replacements.
Our
business is dependent, to a large extent, upon the services of our senior
management. We do not maintain key person life insurance for any members
of our senior management at this time. The loss of services of this person
or any other key members of our senior management could adversely affect our
business until suitable replacements can be found. There may be a limited
number of personnel with the requisite skills to serve in these positions, and
we may be unable to locate or employ such qualified personnel on acceptable
terms.
We cannot
predict the impact that future changes in accounting standards or practices may
have on our financial results. New accounting standards could be issued
that could change the way we record revenues, expenses, assets, and
liabilities. These changes in accounting standards could adversely affect
our reported earnings. Increases in direct and indirect income tax rates
could affect after-tax income. Equally, increases in indirect taxes
could affect our products’ affordability and reduce our sales.
Our
inability to diversify our operations may subject us to economic fluctuations
within our industry.
Our
limited financial resources reduce the likelihood that we will be able to
diversify our operations. Our probable inability to diversify our activities
into more than one business area will subject us to economic fluctuations within
the Internet industry and therefore increase the risks associated with our
operations.
We
are subject to the reporting requirements of federal securities laws, which will
be expensive.
We are a
public reporting company in the United States and, accordingly, subject to the
information and reporting requirements of the Securities Exchange Act of 1934
and other federal securities laws, and the compliance obligations of the
Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley). The costs of preparing and filing
annual and quarterly reports, proxy statements and other information with the
Securities and Exchange Commission (SEC) and furnishing audited reports to
stockholders will cause our expenses to be higher than they would be if we
remained a privately-held company.
Our
compliance with the Sarbanes-Oxley Act and SEC rules concerning internal
controls will be time consuming, difficult and costly.
It will
be time consuming, difficult and costly for us to develop and implement the
internal controls and reporting procedures required by Sarbanes-Oxley. We will
need to hire additional financial reporting, internal control, and other finance
staff and consultants in order to develop and implement appropriate internal
controls and reporting procedures. If we are unable to comply with
Sarbanes-Oxley’s internal controls requirements, we may not be able to obtain
the independent accountant certifications that Sarbanes-Oxley requires
publicly-traded companies to obtain.
We
operate as a public company, which means we are subject to evolving corporate
governance and public disclosure regulations that may result in additional
expenses and continuing uncertainty regarding the application of such
regulations.
Changing
laws, regulations, and standards relating to corporate governance and public
disclosure, including Sarbanes-Oxley and related rules and regulations, are
creating uncertainty for public companies. We are presently evaluating and
monitoring developments with respect to new and proposed rules and cannot
predict or estimate the amount of the additional compliance costs we may incur
or the timing of such costs. These new or changed laws, regulations, and
standards are subject to varying interpretations, in many cases due to their
lack of specificity, and as a result, their application in practice may evolve
over time as new guidance is provided by courts and regulatory and governing
bodies. This could result in continuing uncertainty regarding compliance matters
and higher costs necessitated by ongoing revisions to disclosure and governance
practices. Maintaining appropriate standards of corporate governance and public
disclosure may result in increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to
compliance activities. In addition, if we fail to comply with new or changed
laws, regulations, and standards, regulatory authorities may initiate legal
proceedings against us and our business and our reputation may be
harmed.
We also
expect these new rules and regulations may make it more difficult and more
expensive for us to obtain director and officer liability insurance and we may
be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more
difficult for us to attract and retain qualified individuals to serve on our
Board of Directors or as executive officers.
We are
currently evaluating and monitoring developments with respect to these new
rules, and we cannot predict or estimate the amount of additional costs we may
incur or the timing of such costs.
Because
we acquired our current business operations by means of a “reverse merger,” we
may not be able to attract the attention of major brokerage firms.
Additional
risks may exist since we concluded a “reverse merger” to acquire our current
business operations. Securities analysts of major brokerage firms may not
provide coverage of us since there may be little incentive to brokerage firms to
recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
company in the future.
Risks Related to Owning our
Common Stock:
Volatility
of stock price may restrict sale opportunities.
Our stock
price is affected by a number of factors, including stockholder expectations,
financial results, the introduction of new products by us and our competitors,
general economic and market conditions, estimates and projections by the
investment community and public comments by other persons, and many other
factors, many of which are beyond our control. We may be unable to achieve
analysts’ earnings forecasts, which may be based on projected volumes and sales
of many product types and/or new products, certain of which are more profitable
than others. There can be no assurance that we will achieve projected
levels or mixes of product sales. As a result, our stock price is subject to
significant volatility and stockholders may not be able to sell our stock at
attractive prices.
Our
shares may have limited liquidity.
A portion
of our shares of common stock will be subject to registration, and will be
closely held by certain insider investors. Consequently, the public float for
the shares may be highly limited. As a result, should stockholders wish to sell
shares into the open market they may encounter difficulty selling large blocks
of shares or obtaining a suitable price at which to sell their
shares.
Our
stock price may be volatile, which may result in losses to our
stockholders.
The stock
markets have experienced significant price and trading volume fluctuations, and
the market prices of companies quoted on the Over-The-Counter Bulletin Board,
where our shares of common stock are quoted, generally have been very volatile
and have experienced sharp share-price and trading-volume changes. The trading
price of our common stock is likely to be volatile and could fluctuate widely in
response to many of the following factors, some of which are beyond our
control:
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variations
in our operating results;
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changes
in expectations of our future financial performance, including financial
estimates by securities analysts and
investors;
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changes
in operating and stock price performance of other companies in our
industry;
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additions
or departures of key personnel; and
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future
sales of our common stock.
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Domestic and international stock markets often experience significant
price and volume fluctuations. These fluctuations, as well as general economic
and political conditions unrelated to our performance, may adversely affect the
price of our common stock. In particular, the market prices for stocks of
companies often reach levels that bear no established relationship to the
operating performance of these companies. These market prices are generally not
sustainable and could vary widely. In the past, following periods of volatility
in the market price of a public company’s securities, securities class action
litigation has often been initiated.
Our
management owns a substantial portion of our outstanding common stock, which
enables them to influence many significant corporate actions and in certain
circumstances may prevent a change in control that would otherwise be beneficial
to our stockholders.
Our
management beneficially controls approximately 54.83% of our outstanding shares
of common stock. Such concentrated control could have a substantial
impact on matters requiring the vote of the stockholders, including the election
of our directors and most of our corporate actions. This control could delay,
defer, or prevent others from initiating a potential merger, takeover or other
change in our control, even if these actions would benefit our stockholders and
us. This control could adversely affect the voting and other rights of our other
stockholders and could depress the market price of our common
stock.
Our
common shares may be thinly-traded, and our stockholders may be
unable to sell at or near ask prices or at all if they need to sell their shares
to raise money or otherwise desire to liquidate such shares.
We cannot
predict the extent to which an active public market for our common stock will
develop or be sustained due to a number of factors, including the fact that we
are a small company that is relatively unknown to stock analysts, stock brokers,
institutional investors, and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we became more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price. We cannot give any assurance
that a broader or more active public trading market for our common stock will
develop or be sustained, or that current trading levels will be
sustained.
The
market price for our common stock may be particularly volatile given our status
as a relatively small company with a presumably small and thinly-traded “float”
and lack of current revenues that could lead to wide fluctuations in our share
price. Our stockholders may be unable to sell their common stock at or above
their purchase price if at all, which may result in substantial losses to
them.
The
market for our common shares may be characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will be more volatile than a seasoned issuer for the indefinite future. The
potential volatility in our share price is attributable to a number of factors.
First, as noted above, our common shares may be sporadically and/or thinly
traded. As a consequence of this lack of liquidity, the trading of relatively
small quantities of shares by our stockholders may disproportionately influence
the price of those shares in either direction. The price for our shares could,
for example, decline precipitously in the event that a large number of our
common shares are sold on the market without commensurate demand, as compared to
a seasoned issuer that could better absorb those sales without adverse impact on
its share price. Secondly, an investment in us is a speculative or “risky”
investment due to our lack of revenues or profits to date and uncertainty of
future market acceptance for current and potential products. As a consequence of
this enhanced risk, more risk-adverse investors may, under the fear of losing
all or most of their investment in the event of negative news or lack of
progress, be more inclined to sell their shares on the market more quickly and
at greater discounts than would be the case with the stock of a seasoned
issuer.
We
do not anticipate paying any cash dividends.
We
presently do not anticipate that we will pay any dividends on any of our capital
stock in the foreseeable future. The payment of dividends, if any, would be
contingent upon our revenues and earnings, if any, capital requirements, and
general financial condition. The payment of any dividends will be within the
discretion of our Board of Directors. We presently intend to retain all
earnings, if any, to implement our business plan; accordingly, we do not
anticipate the declaration of any dividends in the foreseeable
future.
Our
common stock may be subject to penny stock rules, which may make it more
difficult for our stockholders to sell their common stock.
Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
certain penny stock rules adopted by the SEC. Penny stocks generally
are equity securities with a price of less than $5.00 per share. The
penny stock rules require a broker-dealer, prior to a purchase or sale of a
penny stock not otherwise exempt from the rules, to deliver to the customer a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer’s account. In addition, the penny
stock rules generally require that prior to a transaction in a penny stock the
broker-dealer make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser’s written
agreement to the transaction. These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules.
Volatility
in our common stock price may subject us to securities litigation.
The
market for our common stock is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
In the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities. We may, in the future, be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management’s attention and resources.
Our
past activities and those of our affiliates may lead to future
liability for us.
Prior to
our entry into the Merger Agreement, we engaged in businesses unrelated to those
of General. Although our stockholders provided certain indemnifications against
any loss, liability, claim, damage or expense arising out of or based on any
breach of or inaccuracy in any of their representations and warranties made
regarding such acquisition, any liabilities relating to such prior business
against which we are not completely indemnified may have a material adverse
effect on our company.
We
may need additional capital, and the sale of additional shares or other equity
securities could result in additional dilution to our stockholders.
We
believe that our current cash and cash equivalents and anticipated cash flow
from operations will not be sufficient to meet our anticipated cash needs for
the near future. We will seek to sell additional equity or debt securities or
obtain a credit facility. The sale of additional equity securities could result
in additional dilution to our stockholders. The incurrence of indebtedness would
result in increased debt service obligations and could result in operating and
financing covenants that would restrict our operations. We cannot assure you
that financing will be available in amounts or on terms acceptable to us, if at
all.
Item 1B. Unresolved Staff
Comments.
None.
Item 2.
Properties.
We do not
own any interests in real estate. We lease approximately 1,578 square
feet of office space located at 20300 Venture Blvd., Suite 330, Woodland Hills,
California. The term of our lease is for six months and expires on December 31,
2009. Our rent is $2,500 per month. We believe that our facilities are adequate
for our needs.
Item 3. Legal
Proceedings.
We are
not currently a party to any legal proceedings.
Item 4. Submission of
Matters to Vote of Security Holders.
Not
applicable.
PART
II
Item 5. Market for Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Common Stock. Our authorized
capital stock consists of 975,000,000 common shares, par value $.001 per
share. On July 28, 2009, there were 40,684,818 common shares issued
and outstanding.
Our
common stock is the only class of voting securities issued and
outstanding. Holders of our common shares are entitled to one vote
for each share held of record on all matters submitted to a vote of
stockholders. Holders of our common shares do not have cumulative
voting rights.
The
holders of our common shares are entitled to dividends when and if declared by
our Board of Directors from legally available funds. The holders of
our common shares are also entitled to share pro rata in any distribution to
stockholders upon our liquidation or dissolution.
Stock
Split. During March 2008, we effected a 13-for-1 stock split of our
common stock. All share numbers presented in this filing have been adjusted to
reflect the stock split.
Market
Information. Our common stock is quoted on the OTC Bulletin Board under
the symbol “CRWG.” For the period indicated, the following table sets
forth the high and low bid prices per share of common stock. These prices
represent inter-dealer quotations without retail markup, markdown, or commission
and may not necessarily represent actual transactions.
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($)
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Fiscal
Year 2009
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The
approximate number of stockholders of record at July 22, 2009 was
41. The number of stockholders of record does not include beneficial
owners of our common stock, whose shares are held in the names of various
dealers, clearing agencies, banks, brokers and other fiduciaries.
We have
declared no dividends on our common shares and are not subject to any
restrictions that limit such ability. Dividends are declared at the
sole discretion of our Board of Directors. We intend to retain future
earnings, if any, to finance the expansion of our business, and we do not
anticipate that any cash dividends will be paid in the foreseeable
future.
Reports to Security
Holders. We are a reporting company with the Securities and Exchange
Commission (SEC). The public may read and copy any materials filed
with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The address of that site is
http://www.sec.gov.
There are
no outstanding shares of our common stock which can be sold pursuant to
Securities Act Rule 144. There are no outstanding options or warrants to
purchase, or securities convertible into, shares of our common
stock.
Dividend Policy.
We have never declared or paid a cash dividend on our capital stock. We do not
expect to pay cash dividends on our common stock in the foreseeable future. We
currently intend to retain our earnings, if any, for use in our business. Any
dividends declared in the future will be at the discretion of our Board of
Directors and subject to any restrictions that may be imposed by our
lenders.
Equity Compensation Plan.
CrowdGather,
Inc. 2008 Stock Option and Award Plan
On May 9,
2008, our Board of Directors approved the CrowdGather, Inc. 2008 Stock Option
Plan (the Plan). The Plan permits flexibility in types of awards, and specific
terms of awards, which will allow future awards to be based on then-current
objectives for aligning compensation with increasing long-term shareholder
value.
The Board
of Directors, acting as a compensation committee (the Committee) will generally
administer the Plan. The Committee will have full power and authority to
determine when and to whom awards will be granted, including the type, amount,
form of payment and other terms and conditions of each award, consistent with
the provisions of the Plan. In addition, the Committee has the authority to
interpret the Plan and the awards granted under the Plan, and establish rules
and regulations for the administration of the Plan.
The
Committee may delegate certain administrative duties associated with the Plan to
our officers, including the maintenance of records of the awards and the
interpretation of the terms of the awards. The Committee may also delegate the
authority to grant awards to a subcommittee comprised of one or more Board
members, or to our executive officers, provided that such subcommittee or
executive officers cannot be authorized to grant awards to executive
officers.
Awards
under the Plan may be granted to any person who is (i) an employee of ours, (ii)
a non-employee member of the Board of Directors or the board of directors of any
of our subsidiaries, or (iii) a consultant who provides services to us; provided
that stock appreciation rights and non-qualified stock options shall be granted
only to persons as to which we are the “service recipient,” as such term is
defined in Section 409A of the Internal Revenue Code.
The Plan
will terminate on May 9, 2018, unless all shares available for issuance have
been issued, the Plan is earlier terminated by the Board of Directors or the
Committee, or the Plan is extended by an amendment approved by our shareholders.
No awards may be made after the termination date. However, unless otherwise
expressly provided in an applicable award agreement, any award granted under the
Plan prior to the termination date may extend beyond the end of such period
through the award’s normal expiration date.
The
aggregate number of shares of the common stock authorized for issuance as awards
under the Plan is 12,000,000. The maximum aggregate number of shares of common
stock subject to stock options, stock appreciation rights, restricted stock or
stock unit awards which may be granted to any one participant in any one year
under the Plan is 1,000,000.
Under the
Plan, the Committee can grant stock options, stock appreciation rights,
restricted stock, stock units and performance units. Awards may be granted
alone, in addition to, or in combination with any other award granted under the
Plan. Subject to the limitations set forth in the Plan, the terms and conditions
of each award shall generally be governed by the particular document or
agreement granting the award. The terms and conditions set forth in an award
agreement may include, as appropriate:
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deemed
issuance date;
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expiration
date;
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number
of shares covered by the award;
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acceptable
means of payment;
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price
per share payable upon exercise;
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applicable
vesting schedule;
|
|
·
|
individual
performance criteria;
|
|
·
|
company
or group performance criteria;
|
|
·
|
continued
employment requirement;
|
|
·
|
transfer
restrictions; or
|
|
·
|
any
other terms or conditions deemed appropriate by the Committee, in each
case not inconsistent with
the Plan.
|
Stock Options and
Stock Appreciation Rights. The holder of an option will be entitled to
purchase a number of shares of common stock at an exercise price not less than
100% of the fair market value of a share on the date of grant during a specified
time period, as determined by the Committee. The option exercise price shall be
paid in cash or in such other form if and to the extent permitted by the
Committee, including without limitation by delivery of already owned shares.
Other than in connection with a change in our capitalization, the exercise price
of an option may not be reduced without shareholder
approval.
The
holder of a stock appreciation right will be entitled to receive, in cash or
stock (as determined by the Committee), value with respect to a specific number
of shares equal to or otherwise based on the excess of the market value of a
share at the time of exercise over the exercise price of the right.
Restricted Stock and
Stock Units. The holder of restricted stock will own shares of common
stock subject to restrictions imposed by the Committee and subject to forfeiture
to us if the holder does not satisfy certain requirements (including, for
example, continued employment with us) for a specified period of time. The
holder of restricted stock units will have the right, subject to any
restrictions imposed by the Committee, to receive shares of common stock, or a
cash payment equal to the fair market value of those shares, at some future date
determined by the Committee, provided that the holder has satisfied certain
requirements (including, for example, continued employment with us until such
future date).
Performance
Awards. Performance stock or cash awards may be granted by the
Committee at its sole discretion, upon the attainment of performance goals as
set by the Committee. The maximum number of shares that may be
granted in any calendar year may not exceed 500,000 shares of common stock; cash
awards may not exceed $500,000.
Unless
otherwise provided by the Committee, awards under the Plan may only be
transferred by will or the laws of descent and distribution. The Committee may
permit further transferability pursuant to conditions and limitations that it
may impose, except that no transfers for consideration will be
permitted.
In the
event of any stock dividend, stock split, combination of shares, extraordinary
dividend of cash and/or assets, recapitalization, reorganization or any similar
event, the Committee is entitled to appropriately and equitably adjust the
number and kind of shares or other securities which are subject to the Plan or
subject to any award under the Plan.
Subject
to any restrictive terms which may be set forth in award agreements, in the
event we are a party to a merger or other reorganization, outstanding awards
shall be subject to the agreement of merger or reorganization. Such agreement
may provide, without limitation, for the assumption of outstanding awards by the
surviving corporation or its parent, for their continuation by us (if we are a
surviving corporation) for accelerated vesting and accelerated expiration, or
for settlement in cash.
The Board
may generally amend or terminate the Plan as determined to be advisable.
Shareholder approval may also be required for certain amendments pursuant to the
Internal Revenue Code, the rules of any market in which we participate, or rules
of the SEC. No amendment or alteration of the Plan may be made which would
impair the rights of any participant under any outstanding award, without such
participant’s consent, provided that no consent is required with respect to any
amendment or alteration if the Committee determines that such amendment or
alteration is either:
|
|
· required
or advisable in order for us, the Plan or the award to satisfy any law or
regulation or to meet the requirements of any accounting standard,
or
|
|
|
· not
reasonably likely to significantly diminish the benefits provided under
such award, or that any such diminishment has been adequately
compensated.
|
A copy of
the Plan is attached as Exhibit 10.1 to our report on Form 8-K filed on June 23,
2008, and is incorporated herein by reference. The foregoing description of the
Plan does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
The table
below includes the following information as of April 30, 2009 for CrowdGather,
Inc. 2008 Stock Option and Award Plan.
|
Equity
Compensation Plan Information
|
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
|
Equity
compensation plans approved by security holders
|
2,560,000
|
1.17
|
9,440,000
|
|
Equity
compensation plans not approved by security holders
|
0
|
0
|
0
|
|
Total
|
2,560,000
|
1.17
|
9,440,000
|
Recent Sales of
Unregistered Securities. There have been no sales of unregistered
securities within the last three (3) years which would be required to be
disclosed pursuant to Item 701 of Regulation S-K, except for the
following:
Upon the
closing of the Merger, we issued and sold an aggregate of 1,000,000 shares of
our common stock to two non-U.S. Persons, as that term is defined in Rule 902
(k) of Regulation S as promulgated by the SEC, at a price of $0.89 per
share. The shares were issued in a transaction which we believe satisfies
the requirements of that exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 5 of that act and Regulation S promulgated pursuant to
that act by the Securities and Exchange Commission.
On June
20, 2008, we sold 420,000 shares of our common stock to one investor in exchange
for $420,000 or $1.00 per share. The shares were issued in a transaction which
we believe satisfies the requirements of that exemption from the registration
and prospectus delivery requirements of the Securities Act of 1933, which
exemption is specified by the provisions of Section 5 of that act and Regulation
S promulgated pursuant to that act by the SEC.
In July
2008, the Company issued 18,000 shares of its common stock for the purchase of
an intangible asset. 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.
As of
July 22, 2009, we have granted an aggregate total of 2,560,000 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 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.
On July
8, 2008, we issued a convertible promissory note to one of our shareholders for
$500,000. The convertible note is due in one year, or upon default,
whichever is earlier, and bears interest at the annual rate of
8%. The convertible note has a mandatory conversion feature by which
it will automatically convert to shares of the our common stock immediately
before the closing of a transaction or series of transactions in which the
Registrant sells equity securities in an amount equal to or greater than
$2,000,000. The convertible note was issued in a transaction which we believe
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 5 of that act and Regulation S
promulgated pursuant to that act by the SEC.
On
September 25, 2008, we issued a convertible promissory note to one of our
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 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 equal or exceed $2,000,000. The
convertible note was issued in a transaction which we believe satisfies the
requirements of that exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 5 of that act and Regulation S promulgated pursuant to
that act by the SEC.
On
October 31, 2008, we issued a convertible promissory note to one of our
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 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 equal or exceed $2,000,000. The
convertible note was issued in a transaction which we 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.
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 equal or exceed $2,000,000. The
convertible note was issued in a transaction which we believe satisfies the
requirements of that exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 5 of that act and Regulation S promulgated pursuant to
that act by the SEC.
On
January 9, 2009, we issued a convertible promissory note to one of our
shareholders in exchange for $90,000. The convertible note is due in
six months and bears interest at an annual rate of 10%. The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of our common stock at a
conversion price of the lower of (i) $1.25 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 equal or exceed
$2,000,000. The convertible note was issued in a transaction which we believe
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 5 of that act and Regulation S
promulgated pursuant to that act by the SEC.
On
February 11, 2009, we issued a convertible promissory note to one of our
shareholders in exchange for $60,000. The convertible note is due in
six months and bears interest at an annual rate of 10%. The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of our common stock at a
conversion price of the lower of (i) $0.90 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 equal or exceed
$2,000,000. The convertible note was issued in a transaction which we believe
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 5 of that act and Regulation S
promulgated pursuant to that act by the SEC.
On March
10, 2009, we issued a convertible promissory note to one of our shareholders in
exchange for $32,000. The convertible note is due in six months and
bears interest at an annual rate of 10%. The convertible note has an
optional conversion feature by which the holder can convert the principal and
accrued interest to shares of our common stock at a conversion price of the
lower of (i) $0.70 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 equal or exceed $2,000,000. The
convertible note was issued in a transaction which we believe satisfies the
requirements of that exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 5 of that act and Regulation S promulgated pursuant to
that act by the SEC.
On May
21, 2009, we closed the first tranches of a private offering of 18-month secured
convertible debentures (Debentures) with a limited number of foreign
institutional purchasers. As of the initial closing, we received cash
proceeds of $1,300,000, and approximately $1,075,000 in previously issued
convertible promissory notes (as described above) were exchanged for the new
Debentures. In connection with the initial closing, we granted
warrants (exercisable at $0.70 per share – the closing market price on May 21,
2009, the date of signature of the cash investors on their Subscription
Agreement) to purchase an aggregate of up to 1,599,997 shares of our common
stock. Pursuant to our agreements with the purchasers, we were
permitted to close a subsequent tranche of up to $1.1 million in cash proceeds
not later than July 15, 2009.
The
Debentures bear interest at a rate of 8 % per annum, which is due and payable
upon conversion or upon maturity in November 2010. The majority of
the Debentures are convertible into common stock, at the holder’s option, at an
initial conversion price of the greater of $0.50 or a 20% discount to the volume
weighted average share price (VWAP) for the 10 days prior to the date of
conversion. The remaining Debentures ($532,500 of initial principal
value) that were exchanged by the holders of existing short-term promissory
notes are convertible into common stock, at the holder’s option, at an initial
conversion price of the greater of $0.50 or a 32% discount to the VWAP for the
10 days prior to the date of conversion. Following the closing, we had no
short-term debt obligations.
Neither
the Debentures sold and the warrants granted to the institutional purchasers,
nor the shares of common stock to be issued upon conversion of the Debentures or
upon the exercise of the warrants were registered under the Securities Act of
1933 and were sold pursuant to exemptions from registration provided by
Regulation D or Regulation S and by Section 4(2) of the Securities Act of 1933,
as amended. Accordingly, these securities and warrants may not be
offered or sold in the United States, except pursuant to an effective
registration statement or an applicable exemption from the registration
requirements of the Securities Act.
On May 4,
2009, we issued a promissory note to our majority shareholder for $54,000, due
in 60 days from the date of the note. In the event the note is not
repaid in the 60 day period, interest at 10% will accrue for two years. This was
subsequently repaid on May 29, 2009.
On May
26, 2009, the Company entered into a consulting and advisory agreement with a
third party. Pursuant to the agreement, we are required to compensate
the advisory firm 7,000 shares of our restricted common stock per month for
three months beginning May 26, 2009 and $2,000 a month for four months
beginning May 26, 2009. 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 Exchange Act of 1933,
which exemption is specified by the provisions of Section 4(2) of that
act.
On May
26, 2009, we appointed Mr. Chuck Timpe as a director of the Company and
accordingly granted Mr. Timpe 325,000 options to purchase shares of our common
stock at an exercise price of $0.86 per share. 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.
On May
27, 2009, we entered into a consulting and advisory agreement with a third
party. Pursuant to the agreement, we are required to compensate the
advisory firm 20,000 shares of our restricted common stock per month for three
months beginning May 26, 2009 and $2,000 a month for four months beginning
May 26, 2009. The options were granted in transaction which we believe
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 4(2) of that act.
Use of Proceeds of
Registered Securities.
There were no sales or proceeds during the calendar year ended April 30,
2009, for the sale of registered securities.
Penny Stock
Regulation. Shares of our common stock will probably be
subject to rules adopted the SEC that regulate broker-dealer practices in
connection with transactions in “penny stocks”. Penny stocks are
generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in those securities is provided by the exchange or
system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a
standardized risk disclosure document prepared by the SEC, which contains the
following:
|
·
|
a
description of the nature and level of risk in the market for penny stocks
in both public offerings and secondary
trading;
|
|
·
|
a
description of the broker’s or dealer’s duties to the customer and of the
rights and remedies available to the customer with respect to violation to
such duties or other requirements of securities’
laws;
|
|
·
|
a
brief, clear, narrative description of a dealer market, including "bid"
and "ask” prices for penny stocks and the significance of the spread
between the "bid" and "ask" price;
|
|
·
|
a
toll-free telephone number for inquiries on disciplinary
actions;
|
|
·
|
definitions
of significant terms in the disclosure document or in the conduct
of trading in penny stocks;
and
|
|
·
|
such
other information and is in such form (including language, type, size and
format), as the SEC shall require by rule or
regulation.
|
Prior to
effecting any transaction in penny stock, the broker-dealer also must provide
the customer the following:
|
·
|
the
bid and offer quotations for the penny
stock;
|
|
·
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
·
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
·
|
monthly
account statements showing the market value of each penny stock held in
the customer’s account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement. These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. Holders of shares of our common
stock may have difficulty selling those shares because our common stock will
probably be subject to the penny stock rules.
Purchases of Equity
Securities. None during the period covered by this
report.
Item 6. Selected Financial
Data.
Item 7. Management’s
Discussion and Analysis of Financial Condition Results of
Operation.
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 this
Report.
Results of
Operations
For
the Year Ended April 30, 2009 as compared to the Year Ended April 30,
2008.
Revenue. We realized revenues of
$112,546 for the year ended April 30, 2009, in
comparison to revenues of $20,763 for the year ended April 30, 2008. The
increase in revenues between the two periods is primarily due to the advertising
revenue received from the increased acquired traffic and third party service
agreements. We anticipate that we will begin to generate more significant
revenues as we implement the advertising and sponsorship initiatives for all of
our web properties as well as effect a commission sales basis for our
third-party network sites.
Additionally,
we have decided to leverage our excess engineering capabilities towards
developing web services applications for third-party customers. This
will not be a significant focus of ours going forward, but will help us towards
reducing our net monthly deficit.
We have
also decided to develop, market, and sell products that are focused on expanding
our visibility amongst owners of forums. The first such product will
be our proprietary forum Content Management System (CMS),
CrowdReport™. We have already completed beta testing of our CMS on
our busiest sites commencing in January, 2009 and based upon the insights we
have received from the members of those respective communities, we are now
developing the final feature specification. We anticipate the
CrowdReport™ CMS will be available for sale and distribution beginning October,
2009.
To
operationalize 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 to cover
our estimated operating costs, we may not be able to expand our
operations.
Operating
Expenses. For
the year ended April 30, 2009, our operating expenses were $2,488,645, resulting
in our loss from operations of $2,376,099.
We also had other income of $175 and interest expense of $62,283 for the year
ended April 30, 2009. Therefore, our net loss for the year ended April 30, 2009,
was $2,439,007 after $800 for provision of income taxes. This is
in comparison to our operating expenses of $431,530 for the year ended April 30,
2008, where our loss from operations was $410,767. For the year ended April 30,
2008, we also had other income of $1,392 such that our loss after provision for
income taxes of $800 was $410,175. The substantial increase in operating
expenses between the two periods is primarily due to the increase in full time
employees and associated expenses related to hosting and managing increased
traffic from acquisitions.
We
anticipate that our future expenses going into 2010 will be similar to our 2009
expenses barring any additional overhead related to large acquisitions as we
move forward with raising capital for further acquisitions. We will continue to
incur significant general and administrative expenses, but expect to generate
increased revenues after further developing our business with the funds raised
in our recent private offering.
Liquidity and Capital
Resources. Our total assets were
$701,634 as of April 30, 2009, which consisted of cash of $2,601, prepaid
expenses of $8,472, property and equipment with a net value of $83,951, and
intangible assets of $606,610, represented by our domain names and other
intellectual property owned. By comparison, as of April 30, 2008, our total
assets were $518,973, which consisted of cash of $295,934, prepaid expenses of
$10,950, property and equipment with a net value of $18,434, and intangible
assets of $107,321, represented by our domain names and other intellectual
property owned, and deposits of $75,334 and $11,000,
respectively.
Our current liabilities as of April 30,
2009 totaled $1,341,690, compared to our current liabilities as of April 30,
2008, which totaled $36,822. The increase in current liabilities between the two
periods is primarily due to the convertible notes payable that we entered into
during the year ended April 30, 2009. In addition, we had accrued interest of
approximately $62,000 due on those notes as of April 30, 2009. We had no other
liabilities and no long-term commitments or contingencies at April 30,
2009.
On May
21, 2009, we closed a private offering of 18-month secured convertible
debentures. As of the initial closing, we received cash proceeds of
$1,300,000, and approximately $1,075,000 in previously issued short-term
convertible promissory notes were exchanged for the new debentures. After
repayment of certain current debt obligations, approximately $1 million was
available for our general corporate purposes and working capital. We estimate
that our cash on hand subsequent to the offering will not be sufficient for us
to continue and expand our current operations for the next twelve months. Our
forecast for the period for which our financial resources will be adequate to
support our operations involves risks and uncertainties and actual results could
differ as a result of a number of factors. Accordingly, we believe we will need
to raise additional capital to sustain our operations and to expand our business
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.
The
majority of our research and development activity is focused on development of
our proprietary software systems such as our forum Content Management System
(CMS), CrowdReport™, as a result most of the cost of this is covered within our
engineering budgets. We expect to invest under $50,000 for research and
development over the next 12 months.
We do not
anticipate that we will purchase or sell any significant equipment except for
purchasing computer equipment and furniture which we anticipate will cost
approximately $50,000 over the next twelve months.
We do not
anticipate any significant changes in the number of employees unless we are able
to significantly increase the size of our operations. Our management believes
that we do not require the services of additional independent contractors to
operate at our current level of activity. However, if our level of operations
increases beyond the level that our current staff can provide, then we may need
to supplement our staff in this manner.
Off-balance
Sheet Arrangements.
We had no
off-balance sheet arrangements at April 30, 2009.
Item 7A. Quantitative and
Qualitative Disclosures About Market Risk.
Not
applicable.
Item 8. Financial Statements
and Supplementary Data.
The
financial statements required by Item 8 are presented in the following
order:
CROWDGATHER,
INC.
FINANCIAL
STATEMENTS
FOR
THE YEARS ENDED APRIL 30, 2009 AND 2008
TABLE
OF CONTENTS
| Report of
Independent Registered Public Accounting Firm |
|
17 |
| |
|
|
| Balance
Sheets |
|
18 |
| |
|
|
| Statements of Operations |
|
19 |
| |
|
|
| Statements of Stockholders’
Equity |
|
20 |
| |
|
|
| Statements of Cash
Flows |
|
21 |
| |
|
|
| Notes to Financial
Statements |
|
22 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
CrowdGather,
Inc.
We have
audited the accompanying balance sheets of CrowdGather, Inc. as of April 30,
2009 and 2008, and the related consolidated statements of operations,
stockholders’ deficit and cash flows for the fiscal years then
ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CrowdGather, Inc. as of April 30,
2009 and 2008, and the results of its operations and its cash flows for the
fiscal years then ended in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2, the Company
has incurred recurring operating losses and has an accumulated
deficit. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Mendoza
Berger & Company, LLP
|
|
|
|
|
|
|
/s/
Mendoza Berger & Company, LLP
|
|
|
|
|
|
Irvine,
California
July
15, 2009
|
|
|
|
|
CROWDGATHER,
INC.
BALANCE
SHEETS
APRIL
30, 2009 AND 2008
ASSETS
|
|
|
2009
|
|
|
2008
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
|
|
$ |
2,601 |
|
|
$ |
295,934 |
|
|
Prepaid
expenses and deposits
|
|
|
8,472 |
|
|
|
10,950 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
11,073 |
|
|
|
306,884 |
|
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net of accumulated
depreciation
of $29,086 and $6,025, at April 30, 2009 and 2008,
respectively
|
|
|
83,951 |
|
|
|
18,434 |
|
| |
|
|
|
|
|
|
|
|
|
Intangible
assets
|
|
|
606,610
|
|
|
|
107,321
|
|
|
Deposit
in escrow
|
|
|
-
|
|
|
|
75,334 |
|
|
Security
deposit
|
|
|
- |
|
|
|
11,000 |
|
|
Total
assets
|
|
$ |
701,634 |
|
|
$ |
518,973 |
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
Current
liabilities
|
|
|
|
|
|
|
| Accounts
payable and accrued expenses |
|
$ |
54,107 |
|
|
$ |
36,022 |
|
| Accrued
interest |
|
|
62,283 |
|
|
|
- |
|
|
Income taxes
payable
|
|
|
800 |
|
|
|
800 |
|
|
Unearned
revenue
|
|
|
12,500 |
|
|
|
- |
|
|
Note payable to
related party
|
|
|
50,000 |
|
|
|
- |
|
|
Convertible
notes payable
|
|
|
1,162,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
1,341,690 |
|
|
|
36,822 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity (deficit)
|
|
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value, 975,000,000 shares
authorized,
40,684,818 and 40,056,818 issued and
outstanding, at
April 30, 2009 and 2008, respectively
|
|
|
40,685 |
|
|
|
40,057 |
|
|
Preferred
stock, $0.001 par value, 25,000,000 shares
authorized, no
shares issued and outstanding at
April 30, 2009.
|
|
|
- |
|
|
|
- |
|
|
Additional
paid-in capital
|
|
|
2,205,115 |
|
|
|
888,943 |
|
|
Accumulated
deficit
|
|
|
(2,885,856 |
) |
|
|
(446,849 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity (deficit)
|
|
|
(640,056 |
) |
|
|
482,151 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity (deficit)
|
|
$ |
701,364 |
|
|
$ |
518,973 |
|
See
accompanying notes to financial statements
CROWDGATHER,
INC.
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED APRIL 30, 2009 AND
2008
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Revenue
|
|
$ |
112,546 |
|
|
$ |
20,763 |
|
|
Operating
expenses
|
|
|
(2,488,645 |
) |
|
|
(431,530 |
) |
|
Loss
from operations
|
|
|
(2,376,099 |
) |
|
|
(410,767 |
) |
|
Other income
|
|
|
175 |
|
|
|
1,392 |
|
|
Interest expense
|
|
|
(62,283) |
|
|
|
- |
|
|
Loss before provision for income
taxes
|
|
|
(2,438,207 |
) |
|
|
(409,375) |
|
|
Provision
for income taxes
|
|
|
(800 |
) |
|
|
(800 |
) |
|
Net
loss
|
|
$ |
(2,439,007 |
) |
|
$ |
(410,175 |
) |
|
Weighted
average shares outstanding- basic and diluted
|
|
|
40,482,626 |
|
|
|
39,063,699 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share – basic and diluted
|
|
$ |
(0.06 |
) |
|
$ |
(0.01 |
) |
See
accompanying notes to financial statements
CROWDGATHER,
INC.
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE YEARS ENDED APRIL 30, 2009 AND
2008
|
|
|
Preferred
Stock
|
|
Common
Stock $0.001 par value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Shares
|
|
|
Amount
|
|
|
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
April 30, 2007
|
|
-
|
|
|
39,000,000 |
|
|
$ |
39,000 |
|
|
$ |
- |
|
|
$ |
(36,674 |
) |
|
$ |
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash
|
|
-
|
|
|
1,000,000 |
|
|
|
1,000 |
|
|
|
889,000 |
|
|
|
- |
|
|
|
890,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for merger
|
|
-
|
|
|
26,000,000 |
|
|
|
26,000 |
|
|
|
(26,000 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
cancelled at
merger
|
|
-
|
|
|
(25,943,182 |
) |
|
|
(25,943 |
) |
|
|
25,943 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
-
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(410,175 |
) |
|
|
(410,175 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
April 30, 2008
|
|
-
|
|
|
40,056,818 |
|
|
|
40,057 |
|
|
|
888,943 |
|
|
|
(446,849 |
) |
|
|
482,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash
|
|
-
|
|
|
420,000 |
|
|
|
420 |
|
|
|
419,580 |
|
|
|
- |
|
|
|
420,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for
services
|
|
-
|
|
|
190,000 |
|
|
|
190 |
|
|
|
255,310 |
|
|
|
- |
|
|
|
255,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for
purchase
of intangible
asset
|
|
-
|
|
|
18,000 |
|
|
|
18 |
|
|
|
33,282 |
|
|
|
- |
|
|
|
33,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based
(stock option) compensation expense
|
|
-
|
|
|
- |
|
|
|
- |
|
|
|
608,000 |
|
|
|
- |
|
|
|
608,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
-
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,439,007 |
) |
|
|
(2,439,007 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
April 30, 2009
|
|
-
|
|
|
40,684,818 |
|
|
$ |
40,685 |
|
|
$ |
2,205,115 |
|
|
$ |
(2,885,856 |
) |
|
$ |
(640,056 |
) |
See
accompanying notes to financial statements
CROWDGATHER,
INC.
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED APRIL 30, 2009 AND 2008
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(2,439,007 |
) |
|
$ |
(410,175 |
) |
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
| Depreciation |
|
|
23,061 |
|
|
|
1,925 |
|
| Stock-based
compensation |
|
|
608,000 |
|
|
|
- |
|
| Stock
issued for services |
|
|
255,500 |
|
|
|
- |
|
| Changes
in operating assets and liabilities: |
|
|
|
|
|
|
(10,950 |
) |
| Prepaid
expenses |
|
|
2,478 |
|
|
|
(11,000 |
) |
| Security
deposits |
|
|
11,000 |
|
|
|
36,022 |
|
| Accounts
payable and accrued expenses |
|
|
80,368 |
|
|
|
800 |
|
| Income
taxes payable |
|
|
- |
|
|
|
- |
|
| Unearned
revenue |
|
|
12,500 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Net
cash provided by (used in) operating activities |
|
|
(1,446,100 |
) |
|
|
(393,378 |
) |
|
|
|
|
|
|
|
|
|
|
| Cash
flows from investing activities: |
|
|
|
|
|
|
|
|
| Purchase of
property and equipment |
|
|
(90,573 |
) |
|
|
(19,260 |
) |
| Proceeds
from the sale of computer equipment |
|
|
1,996 |
|
|
|
- |
|
| Deposit
in escrow |
|
|
75,334 |
|
|
|
(75,334 |
) |
| Purchase
of intangible assets |
|
|
(465,989 |
) |
|
|
(107,221 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(479,233 |
) |
|
|
(201,815 |
) |
|
|
|
|
|
|
|
|
|
|
| Cash
flows from financing activities: |
|
|
|
|
|
|
|
|
| Proceeds from
related party notes |
|
|
50,000 |
|
|
|
312,890 |
|
| Repayment of
related party notes |
|
|
- |
|
|
|
(312,890 |
) |
| Proceeds from
the sale of common stock |
|
|
420,000 |
|
|
|
890,000 |
|
| Proceeds
from issuance of convertible debt |
|
|
1,162,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
1,632,000 |
|
|
|
890,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
|
(293,333 |
) |
|
|
294,807 |
|
|
Cash,
beginning of period
|
|
|
295,934 |
|
|
|
1,127 |
|
|
Cash,
end of period
|
|
$ |
2,601 |
|
|
$ |
295,934 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
Cash
paid for:
Interest
|
|
$ |
62,283 |
|
|
|
|
|
| |
$ |
- |
|
|
Income
taxes
|
|
$ |
800 |
|
|
$ |
- |
|
|
Non-cash
transactions:
Issuance
of common stock for intangible assets
|
|
$ |
33,300 |
|
|
$ |
- |
|
|
Stock
issued for services
|
|
$ |
255,500 |
|
|
$ |
- |
|
|
Stock
based compensation (stock option)
|
|
$ |
608,000 |
|
|
$ |
- |
|
See
accompanying notes to financial statements
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
APRIL
30, 2009 AND 2008
|
|
1. NATURE OF OPERATIONS
AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
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 held
26,000,000, or approximately 64.9%, of the outstanding shares of the Company
immediately following the Merger. 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
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.
|
|
|
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.
|
|
|
Concentrations of
Credit Risk
|
|
|
The
Company maintains cash balances at financial institutions that are insured
by the Federal Deposit Insurance Corporation ("FDIC") up to
$250,000. At April 30, 2009, the Company did not have any
balances in these accounts in excess of the FDIC insurance
limits.
|
|
|
For
the year ended April 30, 2009, three customers accounted for approximately
$76,000 or 68% of total revenues.
|
|
|
Fixed
assets consist of computer hardware and software and are stated at cost
and depreciated or amortized, net of salvage value, using the
straight-line method over the estimated useful lives of the
assets
|
|
|
Fair Value of
Financial Instruments
|
|
|
Pursuant
to Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures About Fair Value
of Financial Instruments”, the Company is required to estimate the
fair value of all financial instruments included on its balance
sheet. The carrying value of cash and cash equivalents, prepaid
expenses, accounts payable and accrued expenses approximate their fair
value due to the short period to maturity of these
instruments.
|
Identifiable Intangible
Assets
In
accordance with SFAS No. 142, “Goodwill and Other Intangible
Assets” (“SFAS 142”), goodwill and intangible assets with indefinite
lives are not amortized but instead are measured for impairment at least
annually in the fourth quarter, or when events indicate that an impairment may
exist. 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 finite lives are amortized over their useful
lives and are measured for impairment only when events or circumstances indicate
the carrying value may be impaired in accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets” (“SFAS 144”) discussed below.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
APRIL
30, 2009 AND 2008
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Impairment of Long-Lived
Assets
In
accordance with SFAS 144, the Company estimates the future undiscounted cash
flows to be derived from the asset to assess whether or not a potential
impairment exists when events or circumstances indicate the carrying value of a
long-lived asset may be impaired. If the carrying value exceeds the
Company’s estimate of future undiscounted cash flows, the Company then
calculates the impairment as the excess of the carrying value of the asset over
the Company’s estimate of its fair value. During 2008 and 2009, the
Company determined that there were no impairment indicators of significance and
therefore no impairment was recognized.
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. As of April 30, 2009, the Company had $1,162,000
convertible debt that could be converted into 1,223,904 shares of the Company’s
common stock and approximately 613,750 of vested stock options that could be
converted into approximately 547,202 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.
Revenue
Recognition
The
Company currently works with third-party advertising networks and advertisers
pay for advertising on a cost per thousand views, cost per click or cost per
action basis. Additionally the Company has entered into a web based
software development contract with a customer, for which revenue is accounted
for in accordance with Statement of Position No. 97-2, “Software Revenue
Recognition,” and all related interpretations. All sales are recorded
in accordance with Securities Exchange Commission (“SEC”) Staff Accounting
Bulletin (“SAB”) No. 104, “Revenue
Recognition.” Revenue is recognized when all the criteria have
been met:
|
·
|
When
persuasive evidence of an arrangement
exists.
|
|
·
|
The
services have been provided to the
customer.
|
|
·
|
The
fee is fixed or determinable.
|
|
·
|
Collectability
is reasonably assured.
|
Revenue
deferrals relate to the timing of revenue recognized for the sale of software in
which the customer has already paid for the development costs in
advance. Revenue is recognized ratably over the period in which the
services are to be performed.
Stock Based
Compensation
The
Company accounts for stock option grants to employees and directors 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 Financial Accounting Standards Board (“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.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
APRIL
30, 2009 AND 2008
|
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
(“FSP”) No. APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that
convertible debt instruments that may be settled in cash upon conversion
(including partial cash settlement) are not addressed by paragraph 12 of
Accounting Principals Board Opinion No. 14, “Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants”. Additionally, FSP
APB 14-1 specifies that issuers of such instruments should separately account
for the liability and equity components in a manner that will reflect the
entity's nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The adoption of FSP APB 14-1 is not expected to have a
material impact on our results of operations or financial
position.
SFAS No. 141
(revised 2007) – In December 2007, the FASB issued SFAS No. 141 (revised
2007), “Business Combinations”
(“SFAS 141(R)”). This Statement replaces
SFAS No. 141, “Business
Combinations” The objective of this Statement is to improve the
relevance, representational faithfulness and comparability of the information
that a reporting entity provides in its financial reports about a business
combination and its effects. To accomplish that, this Statement establishes
principles and requirements for how the acquirer 1) recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree, 2) recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase and 3) determines what information to disclose to enable users
of the financial statements to evaluate the nature and financial effects of the
business combination. This Statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008. The impact that the adoption of SFAS 141(R) will have on
the Company’s financial statements will depend on the nature, terms and size of
its business combinations that occur after the effective
date.
|
|
SFAS No.
157 – On May 1, 2008, the Company adopted SFAS
No. 157, Fair Value
Measurements (“SFAS 157”). SFAS 157 relates to financial
assets and financial liabilities. In February 2008, the FASB issued FSP
FAS 157-2, Effective
Date of FASB Statement No. 157, which delayed the effective
date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the
financial statements on at least an annual basis, until January 1,
2009 for calendar year-end entities. SFAS 157 defines fair value,
establishes a framework for measuring fair value in
accounting principles generally accepted in the United
States of America (GAAP), and expands disclosures about fair value
measurements. The provisions of this standard apply to other accounting
pronouncements that require or permit fair value measurements and are to
be applied prospectively with limited exceptions. SFAS 157
defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. This standard is now the single
source in GAAP for the definition of fair value, except for the fair value
of leased property as defined in SFAS No. 13, “Accounting for Leases”.
SFAS 157 establishes a fair value hierarchy that distinguishes between
(1) market participant assumptions developed based on market data
obtained from independent sources (observable inputs) and (2) an
entity’s own assumptions, about market participant assumptions, that are
developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad
levels, which gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1) and the
lowest priority to unobservable inputs (Level 3). The three levels of the
fair value hierarchy under SFAS 157 are described below:
|
|
|
•
|
|
Level 1 -
Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or
liabilities.
|
|
|
•
|
|
Level
2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly,
including quoted prices for similar assets or liabilities in active
markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are
observable for the asset or liability (e.g., interest rates); and inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
|
|
|
•
|
|
Level
3 - Inputs that are both significant to the fair value measurement and
unobservable. These inputs rely on management's own assumptions about the
assumptions that market participants would use in pricing the asset or
liability. (The unobservable inputs are developed based on the best
information available in the circumstances and may include the Company's
own data.)
|
| |
The
adoption of SFAS 157, as it relates to financial assets and financial
liabilities, had no impact on the Company’s financial
statements. |
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
APRIL
30, 2009 AND 2008
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements (Continued)
SFAS No.
168 – In June 2009, the FASB issued Statement No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles” (“SFAS 168”). SFAS 168 will become the single
source of authoritative nongovernmental U.S. GAAP, superseding existing FASB,
American Institute of Certified Public Accountants ("AICPA"), EITF, and related
accounting literature. SFAS 168 reorganizes the thousands of GAAP pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure. Also included is relevant Securities and Exchange Commission guidance
organized using the same topical structure in separate sections. SFAS 168 will
be effective for financial statements issued for reporting periods that end
after September 15, 2009, which means August 1, 2009 for CrowdGather, Inc. We do
not expect the adoption of the Codification to have an impact on our financial
position or results of operations.
SFAS
No. 165 – In May 2009, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standard
(SFAS) No.165“Subsequent
Events.” SFAS No. 165 establishes the standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued. This Statement also requires the disclosure of
the date through which subsequent events have been evaluated. The Company is
currently evaluating the impact that the adoption of SFAS No. 165 will have on
its financial statements.
EITF No.
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 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.
|
|
FSP EITF
No. 03-6-1 – In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions are Participating
Securities”. FSP 03-6-1 clarifies that unvested share-based payment
awards that contain nonforfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating securities and are
to be included in the computation of earnings per share under the
two-class method described in SFAS No. 128, “Earnings Per
Share”. This FSP was effective for the Company on
February 1, 2009 and requires that all prior-period earnings-per-share
data that are presented be adjusted retrospectively. The Company does not
expect FSP 03-6-1 to have a material impact on its earnings per share
calculations.
|
FSP No.
157-3 – In October 2008, the FASB issued FSP No. 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active”. FSP 157-3
clarifies the application of SFAS 157 in a market that is not active and
provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. As it relates to the Company’s financial assets and liabilities
recognized or disclosed at fair value in its financial statements on a recurring
basis (at least annually), the adoption of FSP 157-3 did not have a material
impact on its financial statements.
2 GOING
CONCERN
The
Company has incurred a net loss of $2,439,007 for the year ended April 30, 2009
and has an accumulated deficit of $2,885,856 as of April 30, 2009, and
additional debt or equity financing will be required by the Company to fund its
activities and to support its operations. However, there is no
assurance that the Company will be able to obtain additional equity or
debt financing. Furthermore, there is no assurance that rapid
technological changes, changing customer needs and evolving industry standards
will enable the Company to introduce new services on a continual and timely
basis so that profitable operations can be attained.
3. INTANGIBLE
ASSETS
The
Company purchased online forums, message boards and website domain names for
cash and stock in the amount of $499,288 during the year ended April 30, 2009
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 April 30, 2009, the
Company has estimated the fair value of intangibles exceed their carrying
amounts and no impairment of intangible assets has occurred.
4. NOTE PAYABLE TO RELATED
PARTY
On April
8, 2009 the Company issued a promissory note to its majority shareholder for
$50,000, due in 60 days from the date of the note. In the event the
note is not repaid in the 60 day period, interest at 10% will accrue for two
years. The note was subsequently repaid on May 29, 2009. (See Note 9 “Subsequent
Events”).
5. 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. The event triggering the 15%
discount has not occurred during the period ended, therefore no beneficial
conversion expense has been recognized by the Company.
Agreement
#2
On
September 25, 2008, the Company issued a convertible promissory note to one of
its shareholders 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 its
shareholders in exchange for $170,000. The convertible note is due in
one year and bears interest at an annual rate of 10%. The convertible
note has an optional conversion feature by which the holder can convert the
principal and accrued interest to shares of the Company’s common stock at a
conversion price of the lower of (i) $1.50 per share or, (ii) the price per
share of the Company’s next transaction or series of related transactions in
which the Company sells equity securities and in which the gross proceeds to the
Company equal or exceed $2,000,000. The convertible note was issued in a
transaction which the Company believes
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 5 of that act and Regulation S
promulgated pursuant to that act by the SEC.
Agreement
#4
On
December 3, 2008, the Company issued a convertible promissory note to one of
its 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.
Agreement
#5
On
January 9, 2009, the Company issued a convertible promissory note to one of its
shareholders in exchange for $90,000. The convertible note is due in
six months and bears interest at an annual rate of 10%. The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of the Company’s common
stock at a conversion price of the lower of (i) $1.25 per share or, (ii) the
price per share of the Company’s next transaction or series of related
transactions in which the Company sells equity securities and in which the gross
proceeds to the Company equal or exceed $2,000,000. The convertible note was
issued in a transaction which the Company believes satisfies the requirements of
that exemption from the registration and prospectus delivery requirements of the
Securities Act of 1933, which exemption is specified by the provisions of
Section 5 of that act and Regulation S promulgated pursuant to that act by the
SEC.
Agreement
#6
On
February 11, 2009, the Company issued a convertible promissory note to one of
its shareholders in exchange for $60,000. The convertible note is due
in six months and bears interest at an annual rate of 10%. The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of the Company’s
common stock at a conversion price of the lower of (i) $0.90 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
#7
On March
10, 2009, the Company issued a convertible promissory note to one of its
shareholders in exchange for $32,000. The convertible note is due in
six months and bears interest at an annual rate of 10%. The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of the Company’s common
stock at a conversion price of the lower of (i) $0.70 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.
On May
29, 2009, $150,000 of the above notes was repaid and the remaining balance of
the notes plus accrued interest of approximately $62,000 were exchanged for an
18 month secured convertible debenture. (See Note 9 “Subsequent
Events”).
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
APRIL
30, 2009 AND 2008
6. COMMON
STOCK
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 to the former members of General.
In April
2008, the Company issued 1,000,000 shares of its common stock in connection with
a subscription agreement and received $890,000.
In June
2008, the Company sold 420,000 shares of its common stock to an investor for
$420,000.
In July
2008, the Company issued 18,000 shares of its common stock for the purchase of
an intangible asset.
In August
2008, the Company’s board of directors amended the Company’s Articles of
Incorporation to authorize the issuance of up to 25,000,000 shares of a class of
preferred stock and to give the board of directors the authority to set the
preferences and designations on that class.
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 year ended April 30, 2009 was $22,500.
In
October 2008, the Company entered into a consulting and advisory agreement with
a third party. Pursuant to the agreement, the Company is required to
compensate the advisory firm a non-refundable fee of $3,000 and 5,000 shares of
its restricted common stock per month. The shares were valued at
$23,250 based on the fair value of the shares on the date of the contract and
have been charged to expense over the term of the agreement which was for three
months and expired December 31, 2008. The stock-based expense for
these shares included in operating expenses for the year ended April 30, 2009
was $23,250.
In
October 2008, the Company entered into a consulting and advisory agreement with
a third party. Pursuant to the agreement, the Company is required to
compensate the firm 60,000 shares of its restricted common stock. The
shares were valued at $93,000 based on the fair value of the shares on the date
of the contract and have been charged to expense over the term of the agreement
which was for three months and expired December 31, 2008. The
stock-based expense for these shares included in operating expenses for the year
ended April 30, 2009 was $93,000.
In
October 2008, the Company entered into a consulting and advisory agreement with
a third party. Pursuant to the agreement, the Company is required to
compensate the firm 60,000 shares of its restricted common stock. The
shares were valued at $90,000 based on the fair value of the shares on the date
of the contract and have been charged to expense over the term of the agreement
which was for three months and expired January 6, 2009. The
stock-based expense for these shares included in operating expenses for the year
ended April 30, 2009 was $90,000.
In
October 2008, the Company entered into a consulting and advisory agreement with
a third party. Pursuant to the agreement, the Company is required to
compensate the firm 25,000 shares of its restricted common stock. The
shares were valued at $35,750 based on the fair value of the shares on the date
of the contract and have been charged to expense over the term of the agreement
which was for three months and expired January 23, 2009. The
stock-based expense for these shares included in operating expenses for the year
ended April 30, 2009 was $35,750.
In
January 2009, the Company entered into a consulting and advisory agreement with
a third party. Pursuant to the agreement, the Company is required to
compensate the advisory firm 5,000 shares of its restricted common stock per
month. The shares were valued at $18,000 based on the fair value of
the shares on the date of the contract and are being charged to expense over the
term of the agreement which is for three months and expired March
31,
2009. The
stock-based expense for these shares included in operating expenses for the year
ended April 30, 2009 was $6,000.
CROWDGATHER,
INC.
NOTES
TO FINANCIAL STATEMENTS
APRIL
30, 2009 AND 2008
7. STOCK
OPTIONS
In May
2008 the board of directors of the Company approved the CrowdGather, Inc. 2008
Stock Option Plan (the “Plan”). The Plan permits flexibility in types of awards,
and specific terms of awards, which will allow future awards to be based on
then-current objectives for aligning compensation with increasing long-term
shareholder value.
During
the year ended April 30, 2009, the Company issued 3,310,000 stock options and
cancelled 750,000 stock options for a net outstanding of 2,560,000, exercisable
at various dates through December 2012 and for various prices ranging from $1.00
- $1.55, and convertible into approximately 2,263,074 shares of the Company’s
common stock to employees and consultants pursuant to the Plan. The
compensation cost for the year ended April 30, 2009 was $608,000, and is
included in operating expenses.
For the
years ended April 30, 2009 and 2008, the Company recognized $608,000 and $-0-,
respectively, of stock-based compensation costs as a result of the issuance of
options to employees and consultants. These costs were calculated in
accordance with SFAS 123(R) and are reflected in operating
expenses.
| |
Stock
option activity was as follows for the year ended April 30,
2009:
|
| |
|
|
|
|
|
|
|
| |
|
Number
of Options
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining Contract Term (Years)
|
Aggregate
Intrinsic Value
|
| |
|
|
|
|
|
|
|
|
|
| |
Outstanding,
May 1, 2008
|
-
|
|
$
|
-
|
|
-
|
$
|
-
|
| |
Granted
|
3,310,000
|
|
|
1.19
|
|
3.08
|
|
-
|
| |
Forfeited/Expired
|
(750,000)
|
|
|
1.00
|
|
3.14
|
|
-
|
| |
Exercised
|
-
|
|
|
-
|
|
-
|
|
-
|
| |
|
|
|
|
|
|
|
|
|
| |
Outstanding,
April
30, 2009
|
2,560,000
|
|
$
|
1.17
|
|
3.06
|
$
|
-
|
| |
Exercisable,
April 30,
2009
|
613,750
|
|
$
|
1.16
|
|
3.04
|
$
|
-
|
| |
|
|
|
|
|
|
|
|
|
| |
A
summary of the status of the Company’s unvested shares as of April 30,
2009 is presented below:
|
|
| |
|
|
|
|
|
|
|
| |
|
|
Number
of Shares
|
|
|
Weighted-Average
Grant-Date Fair Value
|
|
| |
|
|
|
|
|
|
|
| |
Non-vested
balance, May 1, 2008
|
|
|
- |
|
|
$ |
- |
|
| |
Granted
|
|
|
3,310,000 |
|
|
|
0.94 |
|
| |
Vested
|
|
|
(613,750 |
) |
|
|
(0.91 |
) |
| |
Forfeited/Expired
|
|
|
(750,000 |
) |
|
|
(1.00 |
) |
| |
|
|
|
|
|
|
|
|
|
| |
Non-vested
balance, April
30, 2009
|
|
|
1,946,250 |
|
|
$ |
0.93 |
|
As of
April 30, 2009, total unrecognized stock-based compensation cost related to
unvested stock options was $1,817,859, which is expected to be recognized over a
weighted-average period of approximately 3.06 years.
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:
| |
|
|
Years Ended
April 30,
|
|
| |
|
|
2009
|
|
|
2008
|
|
| |
Risk-free
interest rate
|
|
|
1.08
|
%
|
|
|
N/A
|
|
| |
Expected
volatility
|
|
|
125.00
|
%
|
|
|
N/A
|
|
| |
Expected
option life (in
years)
|
|
|
2.00
|
|
|
|
N/A
|
|
| |
Expected
dividend yield
|
|
|
0.00
|
%
|
|
|
N/A
|
|
The
risk-free interest rate is based on the implied yield currently available on
U.S. Treasury zero coupon issues. The expected volatility is primarily
based on historical volatility levels of the Company’s public company peer
group. The expected option life of each award granted was calculated using the
“simplified method” in accordance with SAB No. 107, as amended by SAB No.
110.
8. PROVISION FOR INCOME
TAXES
For the
year ended April 30, 2009, the Company has recognized the minimum amount of
franchise tax required under California corporation law of $800. The
Company is not currently subject to further federal or state tax since it has
incurred losses since its inception.
As of
April 30, 2009, the Company had federal and state net operating loss carry
forwards of approximately $2,885,856 which can be used to offset future federal
and state income taxes. The federal and state net operating loss
carry forwards expire at various dates through 2029. Deferred tax
assets resulting from the net operating losses are reduced by a valuation
allowance, when, in the opinion of management, utilization is not reasonably
assured.
As of
April 30, 2009, the Company had the following deferred tax assets related to net
operating losses. A 100% valuation allowance has been established as
management believes it is more likely than not that the deferred tax assets will
not be realized.
|
Federal
net operating loss (at 34%)
|
|
$ |
894,000 |
|
|
State
net operating loss (at 8.84%)
|
|
|
255,000 |
|
|
|
|
|
|
|
|
|
|
|
1,149,000 |
|
|
Less:
valuation allowance
|
|
|
(1,149,000 |
) |
|
|
|
|
|
|
|
Net
deferred tax assets
|
|
$ |
- |
|
The
Company’s valuation allowance increased by approximately $784,000 during the
year ended April 30, 2009.
9. SUBSEQUENT
EVENTS
On May 4,
2009 the Company issued a promissory note to its majority shareholder for
$54,000, due in 60 days of the date of the note. In the event the
note is not repaid in the 60 day period, interest at 10% will accrue for two
years. The note was subsequently repaid on May 29, 2009.
On May
21, 2009, the Company closed the first tranches of a private offering of
18-month secured convertible debentures (“Debentures”) with a limited number of
foreign institutional purchasers. As of the initial closing, the
Company received cash proceeds of $1,300,000, and approximately $1,075,000 in
previously issued short-term promissory obligations were exchanged for the new
Debentures. In connection with the initial closing, the Company
granted warrants (exercisable at $0.70 per share – the closing market price on
May 21, 2009, the date of signature of the cash purchasers on their subscription
agreements) to purchase an aggregate of up to 1,599,997 shares of the Company’s
common stock. Pursuant to the Company’s agreements with the
purchasers, the Company was permitted to close a subsequent tranche of up to
$1.1 million in cash proceeds not later than July 15, 2009.
The
Debentures bear interest at a rate of 8 % per annum, which is due and payable
upon conversion or upon maturity in November 2010. The majority of
the Debentures are convertible into common stock, at the holder’s option, at an
initial conversion price of the greater of $0.50 or a 20% discount to the volume
weighted average share price (VWAP) for the 10 days prior to the date of
conversion. The remaining Debentures ($532,500 of initial principal
value) that were exchanged by the holders of existing short-term promissory
notes are convertible into common stock, at the holder’s option, at an initial
conversion price of the greater of $0.50 or a 32% discount to the VWAP for the
10 days prior to the date of conversion.
After
repayment of certain current debt obligations, approximately $1,000,000 will be
available for the Company’s general corporate purposes and working
capital. Following the closing, the Company no longer has any
short-term debt obligations.
In order
to mitigate the impact of dilution to the Company’s stockholders if, when, and
as, at least $2,000,000 of Debentures are converted into common shares, the
Company’s Chairman and CEO, Sanjay Sabnani, agreed to surrender to the Company’s
treasury 5,000,000 shares of common stock for cancellation. In
addition, holders of approximately 61% of the Company’s outstanding shares of
common stock (including the Company’s majority and largest stockholder, and all
of the Company’s employees and directors, as well as outside consultants) agreed
to a one-year “lock-up” of their shares. During the period that
expires on May 21, 2010, none of the 25.1 million shares owned by such parties
may be sold, transferred, or otherwise disposed of, other than in connection
with an offer made to all of the Company’s stockholders in connection with
merger, consolidation, or similar transaction involving the
Company.
On May
26, 2009, the Company entered into a consulting and advisory agreement with a
third party. Pursuant to the agreement, the Company is required to
compensate the advisory firm 7,000 shares of its restricted common stock per
month for three months beginning May 26, 2009 and $2,000 a month for four
months beginning May 26, 2009.
On May
26, 2009, the Company appointed Mr. Chuck Timpe as a director of the Company and
accordingly granted Mr. Timpe 325,000 options to purchase shares of the
Company’s common stock at an exercise price of $0.86 per share.
On May
26, 2009, the Company entered into a consulting and advisory agreement with a
third party. Pursuant to the agreement, the Company is required to
compensate the advisory firm 20,000 shares of its restricted common stock per
month for three months beginning May 26, 2009 and $2,000 a month for four
months beginning May 26, 2009.
Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.
There
have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-K,
except as specified below.
On April
2, 2008 (Closing), we dismissed Dale Matheson Carr-Hilton Labonte, LLP (“Dale
Matheson”) as our principal accountant effective on such date, and we appointed
Mendoza Berger & Company, LLP (“Mendoza”) as our new principal
accountant. Dale Matheson’s report on our financial statements for
fiscal years 2006 and 2007 did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles, with the exception of a qualification with respect to
uncertainty as to our ability to continue as a going concern. The
decision to change accountants was recommended and approved by our Board of
Directors.
During
fiscal years 2006 and 2007, and the subsequent interim period through Closing,
there were no disagreements with Dale Matheson on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures, which disagreement(s), if not resolved to the satisfaction
of Dale Matheson, would have caused them to make reference to the
subject matter of the disagreement(s) in connection with their report, nor were
there any reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation
S-K.
We
engaged Mendoza as our new independent accountant as of
Closing. During fiscal years 2006 and 2007, and the subsequent
interim period through Closing, we nor anyone on our behalf engaged Mendoza
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, or any matter that was either the
subject of a “disagreement” or a “reportable event,” both as such terms are
defined in Item 304 of Regulation S-K.
Item 9A. 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 SEC. Based upon their evaluation
of those controls and procedures performed as of April 30, 2009, the date of
this report, our chief executive officer and our principal financial officer
concluded that our disclosure controls and procedures were effective as
described below under management's report on internal control over financial
reporting.
Management's annual report
on internal control over financial reporting.
Sanjay
Sabnani, our Chief Executive Officer, and Gaurav Singh, our Chief Financial
Officer, are responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, our principal executive and principal financial officers and
effected by our Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:
|
·
|
pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our
assets;
|
|
·
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of management and our
directors; and
|
|
·
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial
statements.
|
Because
of its inherent limitations, our internal control over financial reporting may
not prevent or detect misstatements. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Our Chief Executive Officer and our Chief Financial Officer assessed the
effectiveness of our internal control over financial reporting as of April 30,
2009. In making this assessment, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal
Control — Integrated Framework.
Based on
our assessment, our Chief Executive Officer and our Chief Financial Officer
believe that, as of April 30, 2009, our internal control over financial
reporting is effective based on those criteria.
Accordingly,
management believes, based on its knowledge, that (1) this report does not
contain any untrue statement of a material fact or omit to state a material face
necessary to make the statements made not misleading with respect to the period
covered by this report, and (2) the financial statements, and other financial
information included in this report, fairly present in all material respects our
financial condition, results of operations and cash flows for the years and
periods then ended.
This
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management’s report in this report.
Changes in internal control
over financial reporting.
There
were no significant changes in our internal control over financial reporting
during the fourth quarter of the year ended April 30, 2009, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Item 9B. Other
Information.
None.
PART
III
Item 10. Directors,
Executive Officers and Corporate Governance.
Executive Officers and
Directors. Directors are elected to serve until the next annual meeting
of stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and qualified.
The
following table sets forth information regarding our executive officer and
directors.
|
Name
|
Age
|
Position
|
|
Sanjay
Sabnani
|
39
|
CEO,
President, Secretary and Director
|
|
Gaurav
Singh
|
32
|
Chief
Financial Officer
|
|
Jonathan
R. Dariyanani
|
38
|
Director
|
|
James
A. Sacks
|
43
|
Director
|
|
Chuck
Timpe
|
62
|
Director
|
Sanjay Sabnani.
Sanjay Sabnani is our Chief Executive Officer, President, and Secretary since
April 2, 2008 and became one of our directors shortly thereafter. Mr. Sabnani
founded General Mayhem, LLC in May 2004. While building General Mayhem, LLC’s
operations and network communities Mr. Sabnani has served senior executive roles
in several public companies including: executive vice president, strategic
development at Hythiam, Inc. (NASDAQ:HYTM) from April 2004 to December 2007; and
president and director at Venture Catalyst, Inc. (NASDAQ:VCAT), from July
1999 to November 2000. Mr. Sabnani assisted in raising over $200
million in public equity financing for these companies, and served as the chief
strategist and communicator for these businesses during his tenure with each. In
addition, Mr. Sabnani has served as chairman of the board of two distinguished
non-profits: Artwallah (arts festival); and TiE SoCal (venture capital
networking).Mr. Sabnani was also the founder of a California charity,
EndDependence (scholarships for addiction treatment).Mr. Sabnani received his BA
in English Literature from UCLA in 1999. Mr. Sabnani is not an
officer or director of any other reporting company.
Gaurav Singh.
Mr. Singh began working with us in April 2008 and was appointed to his current
position as Chief Financial Officer in November 2008. Prior to that,
Mr. Singh was the director of finance for MD Synergy LLC from 2007 to 2008; from
2002 to 2006, he was controller, and then administrator for Specialty Surgical
Center. Mr. Singh holds a masters degree in business administration from the
Anderson School at UCLA, earned in 2002, and a bachelor’s degree in business
studies from the Delhi University, earned in 1997. Mr. Singh is not an officer
or director of any other reporting company. Mr. Singh is not an officer or
director of any other reporting company.
Jonathan R.
Dariyanani. Mr. Dariyanani has been a member of our Board of Directors
since September 2008. Mr. Dariyanani has been the principal of Zoma Law
Group/Zoma Ventures in New York since 1999. From 2003 to 2004, Mr.
Dariyanani also served as the director of ESL for Leapfrog Enterprises,
Inc. From 1997 to 1999, he was an associate attorney at the Palo
Alto, California office of Wilson Sonsini Goodrich and Rosati. Mr.
Dariyanani is licensed to practice law in California. Mr. Dariyanani holds a
Juris Doctor from Duke University, earned in 1997, and a bachelor’s degree in
legal studies from the University of California at Berkeley, which he earned in
1993. Mr. Dariyanani is not an officer or director of any other
reporting company.
James A. Sacks.
Mr. Sacks has been a member of our Board of Directors since September 2008. Mr.
Sacks founded JAS Holdings in 2001, which provides contract sales services for
medical business process outsourcing providers. From 1995 to 2000, Mr. Sacks was
a registered securities principal for Joseph Charles & Associates.
From 2000 to 2001, he served as a principal and the corporate secretary for
Metropolitan Capital Partners. In 2002, he also served as a registered
securities principal for West Park Capital. Mr. Sacks is not an officer or
director of any other reporting company.
Chuck Timpe. Mr.
Timpe has been a member of our Board of Directors since May 2009. Mr. Timpe is a
seasoned director and financial executive and has served as a director since
1998 for IPC The Hospitalist Company (IPCM – NASDAQ) and as an advisor to
CrowdGather since October 2008. From June 2003 to November 2008, Mr. Timpe
served as the chief financial officer of Hythiam, Inc. (HYTM—NASDAQ). Prior to
joining Hythiam, Mr. Timpe was chief financial officer, from its inception
in February 1998 to June 2003, of Protocare, Inc., a clinical research and
pharmaceutical outsourcing company which merged with Radiant Research, Inc. in
March 2003. Previously, he was a principal in two private healthcare management
consulting firms he co-founded, chief financial officer of National Pain
Institute, treasurer and corporate controller for American Medical
International, Inc. (now Tenet Healthcare Corp.; THC—NYSE), and a member of
Arthur Andersen, LLP’s healthcare practice, specializing in public company and
hospital system audits. Mr. Timpe is currently a business consultant.
Mr. Timpe received his B.S. from University of Missouri, School of Business
and Public Administration, and is a certified public
accountant.
All
directors hold office until the completion of their term of office, which is not
longer than one year, or until their successors have been
elected. All officers are appointed annually by the Board of
Directors and, subject to employment agreements (which do not currently exist),
serve at the discretion of the board. Currently, directors receive no cash
compensation.
There is
no family relationship between any of our officers or
directors. There are no orders, judgments, or decrees of any
governmental agency or administrator, or of any court of competent jurisdiction,
revoking or suspending for cause any license, permit or other authority to
engage in the securities business or in the sale of a particular security or
temporarily or permanently restraining any of our officers or directors from
engaging in or continuing any conduct, practice or employment in connection with
the purchase or sale of securities, or convicting such person of any felony or
misdemeanor involving a security, or any aspect of the securities business or of
theft or of any felony. Nor are any of the officers or directors of any
corporation or entity affiliated with us so enjoined.
Section 16(a)
Beneficial Ownership Reporting Compliance. We believe that our officers,
directors, and principal shareholders have filed all reports required to be
filed on, respectively, a Form 3 (Initial Statement of
Beneficial Ownership of Securities), a Form 4 (Statement of Changes of
Beneficial Ownership of Securities), or a Form 5 (Annual Statement of
Beneficial Ownership of Securities).
Corporate
Governance.
Director Independence. We believe that
Jonathan R. Dariyanani, James A. Sacks and Chuck Timpe are independent members
of our Board of Directors as that term is defined by defined in
Rule 4200(a)(15) of the Nasdaq Marketplace Rules.
Committees. Our
Board of Directors does not currently have a compensation committee or
nominating and corporate governance committee because, due to the Board of
Director’s composition and our relatively limited operations, the Board of
Directors is able to effectively manage the issues normally considered by such
committees. Our Board of Directors may undertake a review of the need
for these committees in the future.
Audit
Committee and Financial
Expert.
Presently, our Board of Directors acts as the audit committee, and
Chuck Timpe acts as the audit committee financial expert.
During
the next six to twelve months, we hope to establish a formal audit committee,
which will be responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and, (5) funding for the independent auditor and any outside
advisors engaged by the audit committee. We will adopt an audit committee
charter when we establish the audit committee.
Item 11. Executive
Compensation
Summary Compensation
Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our
principal executive officer during the year ending April 30,
2009.
|
Name
and Principal Position
|
Year
Ended
April
30
|
Salary
$
|
Bonus
$
|
Stock
Awards
$
|
Option
Awards
$
|
Non-Equity
Incentive Plan Compensation
$
|
Nonqualified
Deferred Compensation Earnings $
|
All
Other Compensation
$
|
Total
$
|
|
Sanjay
Sabnani President, Secretary
|
2009
|
172,384
|
0
|
0
|
472,016
|
0
|
0
|
0
|
644,400
|
|
Gaurav
Singh, CFO
|
2009
|
101,607
|
0
|
0
|
352,211
|
0
|
0
|
36,900
|
490,718
|
Employment Contracts
and Termination of Employment. We do not anticipate that we will enter
into any employment contracts with any of our employees. We have no plans or
arrangements in respect of remuneration received or that may be received by our
executive officers to compensate such officers in the event of termination of
employment (as a result of resignation or retirement), except as
follows:
|
1.
|
If
terminated without Good Cause (as defined below), Gaurav Singh is entitled
to one month of severance pay equal to one month of his base salary during
the first six months of employment and severance pay equal to three months
of his base salary in cash, restricted Company stock or some combination
thereof, as determined in the sole discretion of the Company if terminated
after six months of employment.
|
A
termination shall be for “Good Cause” if the officer, in the subjective good
faith opinion of the Company, shall
|
1.
|
Commit
and act of fraud, moral turpitude, misappropriation of funds or
embezzlement;
|
|
2.
|
Breach
his/her fiduciary duty to the Company, including, but not limited to, acts
of self-dealing (whether or not for personal
profit);
|
|
3.
|
Materially
breach this agreement , the confidentiality agreement, or the Company’s
written Code of Ethics as adopted by the Board of
Directors;
|
|
4.
|
Willful,
reckless or grossly negligent violation of any applicable state or federal
law or regulation; or
|
|
5.
|
Fail
to or refuse (whether willful, reckless or negligent) to substantially
perform the responsibilities and duties specified herein (other than a
failure caused by temporary disability); provided, however, that no
termination shall occur on that basis unless the Company first provides
his/her with written notice to cure; the notice to cure shall reasonably
specify the acts or omissions that constitute his/her failure or refusal
to perform his/her duties, and he/she shall have reasonable opportunity
(not to exceed 10 days after the date of notice to cure) to correct
his/her failure or refusal to perform his/her duties; termination shall be
effective as of the date of written notice to
cure.
|
Stock Options/SAR
Grants. On May 9, 2008, the Board of Directors granted 400,000
options with an exercise price of $1.00 per share to Gaurav Singh. On June 20,
2008, the Board of Directors granted 400,000 options with an exercise price of
$1.49 per share to Sanjay Sabnani. On November 17, 2008, the Board of Directors
granted 30,000 options with an exercise price of $1.50 per share to Gaurav
Singh. All of the options covered by each grant vest as follows: 1/8 of total
vests after 180 days after grant; remaining to vest at the rate of 1/16 of the
total every 90 days thereafter, over 4 years. The options granted
expire 10 years after the date of grant.
|
Option Awards
|
Stock
Awards
|
|
Name
|
Number
of Securities Underlying Unexercised Options
#
Exercisable
|
#
Un-exercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Options
|
Option
Exercise Price
|
Option
Expiration Date
|
Number
of Shares or Units of Stock Not Vested
|
Market
Value of Shares or Units Not Vested
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
Not Nested
|
Value
of Unearned Shares, Units or Other Rights Not Vested
|
|
Sanjay
Sabnani CEO,
President,
and Secretary
|
100,000
|
300,000
|
400,000
|
$1.49
|
06/20/2018
|
0
|
0
|
0
|
0
|
|
Gaurav
Singh
CFO
and Principal Accounting Officer
|
100,000
|
300,000
|
400,000
|
$1.00
|
05/09/2018
|
0
|
0
|
0
|
0
|
|
|
3,750
|
26,250
|
30,000
|
$1.50
|
11/17/2018
|
0
|
0
|
0
|
0
|
All of
the options specified above 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. There have been no exercises of stock options by either of
the above named executive officers during the year April 30, 2009.
Long-Term Incentive
Plans. As of April 30, 2009, we had no group life, health,
hospitalization, or medical reimbursement or relocation plans in effect.
Further, we had no pension plans or plans or agreements which provide
compensation in the event of termination of employment or change in control of
our company.
Director Compensation.
Our directors received the following compensation for their service as
directors during the fiscal year ended April 30, 2009:
|
Name
|
Fees
Earned or Paid in Cash
|
Stock
Awards
$
|
Option
Awards
$
|
Non-Equity
Incentive Plan Compensation
$
|
Non-Qualified
Deferred Compensation Earnings
$
|
All
Other Compensation
$
|
Total
$
|
|
Sanjay
Sabnani, director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Jonathan
Dariyanani director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
James Sacks,
director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 22, 2009, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Owner
|
Percent
of Class (3)
|
|
Common
Stock
|
Sanjay
Sabnani
19069
Braemore Road
Northridge,
California 91326
|
22,110,550
shares (1)
CEO,
President, Secretary, Treasurer and director
|
54.34%
|
|
Common
Stock
|
Typhoon
Capital Consultants, LLC (2)
19069
Braemore Road
Northridge,
California 91326
|
21,210,550
shares
|
52.13%
|
|
Common
Stock
|
Vinay
Holdings (4)
P.O.
Box 983 Victoria,
Mahe,
Republic of Seychelles
|
2,664,450
shares,
5%
Owner
|
6.54%
|
|
Common
Stock
|
Gaurav
Singh
c/o
20300 Ventura Blvd. Suite 330 Woodland Hills, California
91364
|
630,000
shares (5),
CFO
|
1.54%
|
|
Common
Stock
|
Jonathan R.
Dariyanani
c/o
20300 Ventura Blvd. Suite 330 Woodland Hills, California
91364
|
140,000
shares,
Director
|
*
|
|
Common
Stock
|
James A.
Sacks
c/o
20300 Ventura Blvd. Suite 330 Woodland Hills, California
91364
|
175,000
shares,
Director
|
*
|
|
Common
Stock
|
Chuck Timpe
c/o
20300 Ventura Blvd. Suite 330 Woodland Hills, California
91364
|
375,000
shares (6)
Director
|
*
|
|
Common
Stock
|
All
directors and named executive officers as a group
|
22,310,550
shares
|
54.83%
|
* Denotes
less than 1%.
(1)
Includes those 21,210,550 shares, which are held by Typhoon Capital Consultants,
LLC, of which Sanjay Sabnani is the beneficial owner, and 900,000 shares held by
Sabnani Children Income Trust, of which Sanjay Sabnani may be deemed to have
beneficial ownership due to his spouse's role as sole trustee for this trust.
Sabnani disclaims beneficial ownership of those 900,000 shares, except as to his
pecuniary interest therein.
(2)
Sanjay Sabnani holds voting and dispositive power over the shares of Typhoon
Capital Consultants, LLC.
(3) Based
on 40,684,818 common shares issued and outstanding as of July 28,
2009.
(4)
Parshotam Shambhunath Vaswani holds voting and dispositive power over the shares
of Vinay Holdings, Ltd.
(5)
Includes 200,000 shares of common stock held of record by Gaurav Singh and
430,000 shares of common stock underlying options granted to Mr.
Singh
(6)
Consists of 375,000 shares of common stock underlying options granted to Chuck
Timpe.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.
Changes in
Control. Our management is not aware
of any arrangements which may result in “changes in control” as that term is
defined by the provisions of Item 403(c) of Regulation S-K.
Item 13. Certain
Relationships and Related Transactions, and Director
Independence.
Related
party transactions.
On July
8, 2008, we issued a convertible promissory note to one of our shareholders for
$500,000. The convertible note is due in one year, or upon default,
whichever is earlier, and bears interest at the annual rate of
8%. The convertible note has a mandatory conversion feature by which
it will automatically convert to shares of the our common stock immediately
before the closing of a transaction or series of transactions in which the
Registrant sells equity securities in an amount equal to or greater than
$2,000,000 (“Next Equity Financing”). The holder of the convertible note will
receive shares at a rate that represents discount of 15% to the price per share
in the Next Equity Financing. In connection with the issuance of the convertible
note, we also agreed that the holder will be entitled to a grant of warrants in
an amount to be determined at the time of Next Equity Financing.
On
September 25, 2008, we issued a convertible promissory note to one of our
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 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 equal or exceed
$2,000,000.
On
October 31, 2008, we issued a convertible promissory note to one of our
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 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 equal or exceed
$2,000,000.
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 equal or exceed
$2,000,000.
On
January 9, 2009, we issued a convertible promissory note to one of our
shareholders in exchange for $90,000. The convertible note is due in
six months and bears interest at an annual rate of 10%. The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of our common stock at a
conversion price of the lower of (i) $1.25 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 equal or exceed
$2,000,000.
On
February 11, 2009, we issued a convertible promissory note to one of our
shareholders in exchange for $60,000. The convertible note is due in
six months and bears interest at an annual rate of 10%. The
convertible note has an optional conversion feature by which the holder can
convert the principal and accrued interest to shares of our common stock at a
conversion price of the lower of (i) $0.90 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 equal or exceed
$2,000,000.
On March
10, 2009, we issued a convertible promissory note to one of our shareholders in
exchange for $32,000. The convertible note is due in six months and
bears interest at an annual rate of 10%. The convertible note has an
optional conversion feature by which the holder can convert the principal and
accrued interest to shares of our common stock at a conversion price of the
lower of (i) $0.70 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 equal or exceed $2,000,000.
On May
21, 2009, we closed a private offering of 18-month secured convertible
debentures. As part of the initial closing $150,000 of the above notes was repaid
and the remaining balance of the notes plus accrued interest of approximately
$62,000 were exchanged for an 18 month secured convertible debenture.
Following the closing, we had no short-term debt
obligations.
On May 4,
2009, we issued a promissory note to our majority shareholder for $54,000, due
in 60 days from the date of the note. In the event the note is not
repaid in the 60 day period, interest at 10% will accrue for two years. The note
was subsequently repaid on May 29, 2009.
There
have been no other related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation
S-K.
With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions, including, but not limited to, the
following:
|
·
|
disclose
such transactions in prospectuses where
required;
|
|
·
|
disclose
in any and all filings with the Securities and Exchange Commission, where
required;
|
|
·
|
obtain
disinterested directors consent;
and
|
|
·
|
obtain
shareholder consent where required.
|
Director Independence. We believe that
Jonathan R. Dariyanani, James A. Sacks and Chuck Timpe are independent members
of our Board of Directors as that term is defined by defined in
Rule 4200(a)(15) of the Nasdaq Marketplace Rules.
Item 14. Principal
Accountant Fees and Services.
Audit Fees. The
aggregate fees billed in each of the fiscal years ended April 30, 2009 and 2008
for professional services rendered by the principal accountant for the audit of
our annual financial statements and quarterly review of the financial statements
included in our Form 10-K or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $57,746.65 and $28,141,
respectively.
Audit-Related
Fees. For each of the fiscal years ended April 30, 2009 and 2008, there
were no fees billed for services reasonably related to the performance of the
audit or review of the financial statements outside of those fees disclosed
above under “Audit Fees.”
Tax Fees. For
each of the fiscal years ended April 30, 2009 and 2008, our accountants rendered
services for tax compliance, tax advice, and tax planning work for which we paid
$3,975 and $1,575, respectively.
All Other Fees.
None.
Pre-Approval Policies
and Procedures. Prior to engaging our accountants to perform a particular
service, our Board of Directors obtains an estimate for the service to be
performed. All of the services described above were approved by the Board of
Directors in accordance with its procedures.
PART
IV
Item 15.
Exhibits,
Financial Statement Schedules.
|
(a)
|
Financial
Statements.
|
Included
in Item 8
|
(b)
|
Exhibits
required by Item 601.
|
Exhibit
No. Description
|
2.1
|
Agreement
and Plan of Merger by and among WestCoast Golf Experiences, Inc., General
Mayhem LLC and General Mayhem Acquisition Corp., dated April 2,
2008*
|
|
2.2
|
Agreement
of Merger and Plan of Merger and Reorganization dated April 8, 2008 by and
between WestCoast Golf Experiences, Inc., a Nevada corporation and General
Mayhem Acquisition Corp., a Nevada
corporation.*
|
|
3.1
|
Articles
of Incorporation**
|
|
3.2
|
Bylaws
of the Company**
|
|
3.3
|
Certificate
of Change in number of authorized shares as filed with the Secretary of
State of Nevada on March 27, 2008*
|
| 3.4 |
Articles
of Merger as filed with the Secretary of State of the State of Nevada on
April 8, 2008* |
| 10.1 |
2008
Stock Option Plan*** |
| 14 |
Code
of Ethics**** |
|
31.1
|
Certification
of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934
|
|
31.2
|
Certification
of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934
|
|
32.1
|
Certification
of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
32.2
|
Certification
of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
* Incorporated
by reference to our Report on Form 8-K filed on April 8, 2008.
** Incorporated
by reference to Registration Statement on Form SB-2 filed on June 20,
2005.
*** Incorporated
by reference to our Report on Form 8-K filed on June 24, 2008.
**** Incorporated
by reference to our Report on Form 8-K filed on July 23, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
CrowdGather,
Inc.
a
Nevada corporation
|
|
| |
|
|
|
|
July
29, 2009
|
By:
|
/s/ Sanjay Sabnani |
|
| |
|
Sanjay
Sabnani |
|
| |
|
CEO,
President, Secretary and a director |
|
| |
|
(Principal
Executive Officer) |
|
| |
|
|
| |
|
|
|
|
July
29, 2009
|
By:
|
/s/ Gaurav Singh |
|
| |
|
Gaurav
Singh |
|
| |
|
Chief
Financial Officer |
|
| |
|
(Principal
Financial and Accounting Officer) |
|
In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
By: /s/ Sanjay Sabnani
July 29, 2009
Sanjay
Sabnani
Its: CEO,
President, Secretary and a director
(Principal
Executive Officer)
By: /s/ Jonathan Dariyanani July 29,
2009
Jonathan Dariyanani
Its: director
By: /s/ James Sacks July 29,
2009
James Sacks
Its: director
By: /s/ Chuck Timpe July
29, 2009
Chuck Timpe
Its: director
36