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EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER, PURSUANT TO RULE 13A-14 AND 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934 - CrowdGather, Inc.crwgex312.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2012
 
[   ]
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)
 
Nevada
20-2706319
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
 
20300 Ventura Blvd. Suite 330, Woodland Hills, California 91364
(Address of principal executive offices) (Zip Code)
 
(818) 435-2472
(Registrant’s telephone number, including area code)
 
________________________________________________
(Former name or former address, if changed since last report)
 
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  o 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No
 
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No
 
As of December 13, 2012, there were 58,372,708 shares of the issuer’s $.001 par value common stock issued and outstanding.

 
 
1

 
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
2

 
 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
CROWDGATHER, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
 
   
OCTOBER 31, 2012
(UNAUDITED)
   
APRIL 30, 2012
 
ASSETS
Current assets
           
Cash
 
$
1,161,737
   
$
2,328,492
 
Accounts receivable
   
182,848
     
42,995
 
Investments
   
28,570
     
28,570
 
Inventory
   
34,096
     
35,132
 
Prepaid expenses and deposits
   
85,791
     
88,932
 
                 
Total current assets
   
1,493,042
     
2,524,121
 
                 
Property and equipment, net of accumulated
   depreciation of $294,543 and $241,569, respectively
   
295,182
     
131,175
 
                 
Intangible and other assets, net of accumulated amortization
   of $30,224 and $15,224, respectively
   
9,383,103
     
9,333,928
 
Goodwill
   
4,360,176
     
4,360,176
 
                 
Total assets
 
$
15,531,503
   
$
16,349,400
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current liabilities
           
Accounts payable
 
$
9,250
   
$
54,095
 
Accrued vacation
   
37,491
     
27,468
 
Other accrued liabilities
   
219,770
     
28,890
 
Capital lease obligation, current portion
   
102,522
     
-
 
                 
Total current liabilities
   
369,033
     
110,453
 
                 
Capital lease obligation, net of current portion
   
63,608
     
-
 
                 
Stockholders’ equity
               
Preferred Series A stock, $0.001 par value, 25,000,000
   shares authorized,-0- shares issued and
   outstanding
   
-
     
-
 
Common stock, $0.001 par value, 975,000,000 shares
   authorized, 58,272,708 and 58,234,216 issued and
   outstanding, respectively
   
58,273
     
58,234
 
Additional paid-in capital
   
28,766,916
     
28,436,644
 
Accumulated deficit
   
(13,704,927
)
   
(12,234,501
)
Accumulated other comprehensive loss
   
(21,400)
     
(21,430)
 
                 
Total stockholders’ equity
   
15,098,862
     
16,238,947
 
                 
Total liabilities and stockholders’ equity
 
$
15,531,503
   
$
16,349,400
 

See accompanying notes to financial statements.
 
 
 
3

 
CROWDGATHER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2012 AND 2011
(UNAUDITED)
 
   
Three Months Ended October 31,
   
Six Months Ended October 31,
 
   
2012
   
2011
   
2012
   
2011
 
                                 
Revenue
  $ 423,732     $ 468,296     $ 1,014,934     $ 802,332  
                                 
Cost of revenue
    669       -       19,216       108,740  
                                 
Gross profit
    423,063       468,296       995,718       693,592  
                                 
Operating expenses
                               
  Payroll and related expenses
    461,133       403,306       917,197       760,380  
  Stock based compensation
    158,000       255,600       316,000       405,600  
  General and administrative
    594,390       569,295       1,227,306       1,161,545  
     Total operating expenses
    1,213,523       1,228,201       2,460,503       2,327,525  
                                 
Loss from operations
    (790,460 )     (759,905 )     (1,464,785 )     (1,633,933 )
                                 
Other income (expense), net
    (2,938 )     2,172       (4,841 )     5,765  
                                 
Net loss before provision for income taxes
    (793,398 )     (757,733 )     (1,469,626 )     (1,628,168 )
                                 
Provision for income taxes
    -       -       800       800  
                                 
                                 
Net loss
  $ (793,398 )   $ (757,733 )   $ (1,470,426 )   $ (1,628,968 )
                                 
                                 
Weighted average shares outstanding- basic and diluted
      58,272,708         58,735,772       58,261,343       58,484,532  
                                 
                                 
Net loss per share – basic and diluted
  $ (0.01 )   $ (0.01 )   $ (0.03 )   $ (0.03 )

See accompanying notes to financial statements.
 
 
 
4

 
CROWDGATHER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2012 AND 2011
(UNAUDITED)
 
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net loss
 
$
(1,470,426
)
 
$
(1,628,968
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
   
67,974
     
63,690
 
Stock-based compensation
   
316,000
     
405,600
 
Stock issued for services
   
14,341
     
103,533
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
(139,853
)
   
218,216
 
Inventory
   
1,036
     
(18,490)
 
Prepaid expenses and deposits
   
3,141
     
(32,459)
 
Accounts payable and accrued liabilities
   
156,058
     
(50,957)
 
                 
Net cash used in operating activities
   
(1,051,729
)
   
(939,835
)
                 
Cash flows from investing activities:
               
                 
                 
Purchase of property and equipment
   
(7,597
)
   
(52,590
)
                 
Purchase of intangible assets
   
(64,175
)
   
(2,554,494
)
                 
Net cash used in investing activities
   
(71,772
)
   
(2,607,084
)
                 
Cash flows from financing activities:
               
Payments on capital lease obligations
   
(43,254
)
   
-
 
                 
Net cash used in financing activities
   
(43,254
)
   
-
 
                 
Net decrease in cash
   
(1,166,755
)
   
(3,546,919
)
Cash, beginning of period
   
2,328,492
     
6,667,901
 
Cash, end of period
 
$
1,161,737
   
$
3,120,982
 
                 
Supplemental disclosure of cash flow information:
               
Cash paid for:
               
Interest
 
$
-
   
$
-
 
Income taxes
 
$
800
   
$
800
 
Non-cash transactions:
               
Purchase of property and equipment
 
$
209,384
   
$
-
 
Issuance of common stock for intangible assets
 
$
-
   
$
1,149,541
 
Stock issuance obligation
 
$
-
     
2,699,722
 
Stock-based compensation
 
$
316,000
   
$
405,600
 
Stock issued for services
 
$
14,341
   
$
103,533
 
Stock issued for prepaid expenses
 
$
-
   
$
46,367
 
 
See accompanying notes to financial statements.
 
 
5

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)
 
1.            NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Operations
 
CrowdGather, Inc. (hereinafter referred to as “we”, “us”, “our”, or “the company”) is a social networking, internet company  that specializes in developing and hosting forum based websites and is headquartered in Woodland Hills, California. The Company was incorporated under the laws of the State of Nevada on April 20, 2005.
 
On June 9, 2010, we acquired Adisn, Inc. through an exchange of stock. As a result, Adisn, Inc. became our wholly-owned subsidiary and provides targeted advertising and marketing services for our online customers.

Principles of Consolidation
 
The accompanying condensed consolidated financial statements include our activities and our wholly-owned subsidiary, Adisn, Inc. All intercompany transactions have been eliminated.
 
Basis of Presentation
 
The condensed consolidated unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements included in our annual report on Form 10-K for the year ended April 30, 2012. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended October 31, 2012, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited financial statements and the related notes should be read in conjunction with our audited financial statements for the year ended April 30, 2012, included in our annual report on Form 10-K.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us 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.
 
 

 
6

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)
 
1.            NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  
Identifiable Intangible Assets
 
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification No. 350, Intangibles – Goodwill and Other (ASC 350), 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 impairment exists. As required by ASC 350, in the impairment tests for indefinite-lived intangible assets, we compare 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, we calculate the impairment as the excess of the carrying value over the estimate of fair value and accordingly record the loss.

Intangible assets that are determined to have definite lives are amortized over the shorter of their legal lives or their estimated useful lives and are measured for impairment only when events or circumstances indicate the carrying value may be impaired in accordance with ASC 360, Property, Plant and Equipment discussed below.
 
Impairment of Long-Lived Assets
 
In accordance with ASC 360, we estimate 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 our estimate of future undiscounted cash flows, we then calculate the impairment as the excess of the carrying value of the asset over our estimate of its fair value.

Investments

Investments are classified as available for sale and consist of marketable equity securities that we intend to hold for an indefinite period of time. Investments are stated at fair value and unrealized holding gains and losses, net of the related tax effect, are reported as a component of accumulated other comprehensive income until realized. Realized gains or losses on disposition of investments are computed on the “specific identification” method and are reported as income or loss in the period of disposition on our consolidated statements of operations.

Inventory

Inventory is valued at the lower of cost or market, using the first-in, first-out (FIFO) method.
 
Revenue Recognition
 
We currently work with third-party advertising networks and advertisers pay for advertising on a cost per thousand views, cost per click or cost per action basis. All sales are recorded in accordance with ASC 605, 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.

 
 
7

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)
 
1.            NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Cost of Revenue
 
Our cost of revenue consists primarily of expenses associated with the fulfillment of specific customer advertising campaigns, including the purchases of advertising inventory and the costs associated with the manufacturing and distribution of our synthetic human pheromone consumer products.
 
Stock Based Compensation
 
We account for employee stock option grants in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. ASC 718 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).
 
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 ASC 505-50, Equity – Disclosure. For unvested shares, the change in fair value during the period is recognized in expense using the graded vesting method.
 
Comprehensive Loss

We apply ASC No. 220, Comprehensive Income (ASC 220).  ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements.  Our comprehensive loss was $779,095 and $1,470,396 for the three and six months ended October 31, 2012, respectively.
 
Recent Accounting Pronouncements
 
There were various accounting updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our condensed consolidated financial position, results of operations or cash flows.
 
Reclassifications
 
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the current year presentation.
 
 
 
8

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)
 
2.            ASSET ACQUISITIONS

On June 29, 2012, we acquired the website and the related assets of sneakertalk.com for $10,175.

On July 6, 2012, (and as amended on July 9, 2012), we entered into a Website and Domain Name Purchase Agreement to acquire the domain name, website, and assets related to personalitycafe.com with the site’s founder,  an unrelated third party, for $54,000.

In connection with the Agreement, we entered into a consulting agreement with the site’s founder that requires us to pay an additional 3,000 shares per month for eighteen (18) months of our common stock.
 
We recorded the value of our common stock as of the commencement date of the consulting agreement and have included the amount as prepaid expense as of October 31, 2012 of  $8,820.
 
3.            INVENTORY
 
As of October 31, 2012, inventory consisted of all finished goods of our synthetic human pheromone consumer products in the amount of $34,096.
 
4.            INVESTMENTS
 
Pursuant to our agreement with Human Pheromone Sciences, Inc., we converted our $50,000 advance payment into 714,286 shares of Human Pheromone restricted common stock in January 2012.  These securities are classified as available for sale and are stated at fair value. We recognized an unrealized gain on this investment of $14,303 and $30 for the three and six months ended October 31, 2012, respectively.

5.            PROPERTY AND EQUIPMENT
 
Property and equipment consisted of the following:
 
     
October 31,
   
April 30,
 
     
2012
   
2012
 
               
 
Furniture, fixtures and office equipment
 
$
30,919
   
$
30,919
 
 
Computers, servers and equipment
   
558,806
     
341,825
 
       
589,725
     
372,744
 
 
Less: accumulated depreciation
   
(294,543
)
   
(241,569
)
                   
     
$
295,182
   
$
131,175
 
 
Depreciation expense was $52,974 for the six months ended October 31, 2012.
 
6.            CONCENTRATIONS OF CREDIT RISK
 
As of October 31, 2012, five customers accounted for approximately 71% of our outstanding receivables and a corresponding 42% of our sales for the six months ended October 31, 2012.
 
 
 
9

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)
 
7.            INTANGIBLE ASSETS
 
We purchased online forums, message boards and website domain names for cash in the amount of $64,175 during the six months ended October 31, 2012 as detailed in Note 2. Intangibles are either amortized over their estimated lives, if a definite life is determined, or are not amortized if their life is considered indefinite. We account for the 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. During the six months ended October 31, 2012, we recorded $15,000 of amortization associated with its definite lived intangibles. Intangibles consist of the following:
 
       
October 31,
   
April 30,
 
   
Est. Life
 
2012
   
2012
 
                 
 
Online forums and related websites
Indefinite
 
$
6,973,327
   
$
6,909,152
 
 
Target advertising technology
Indefinite
   
2,250,000
     
2,250,000
 
 
Trademarks and trade names
10 years
   
190,000
     
190,000
 
         
9,413,327
     
9,349,152
 
 
Less: accumulated amortization
     
(30,224)
     
(15,224)
 
                     
       
$
9,383,103
   
$
9,333,928
 
 
As of October 31, 2012, we do not believe any impairment of intangible assets has occurred.
 
8.            GOODWILL
 
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment on an annual basis and between annual tests in certain circumstances. The performance of the goodwill impairment test involves a two-step process. The first step involves comparing the fair value of our reporting units to their carrying values, including goodwill. We determine fair value based on estimated future cash flows of each reporting unit discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. The cash flow projections for each reporting unit are based on a five-year forecast of cash flows, derived from the most recent annual financial forecast. If the carrying value of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value.

Testing Goodwill for Impairment: In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles — Goodwill and Other (Topic 350) — Testing Goodwill for Impairment (ASU 2011-08), to allow entities to use a qualitative approach to test goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU 2011-08 is effective for us in fiscal 2013.  The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements.
 
As October 31, 2012, we determined that the fair value of the goodwill exceeded its carrying value and therefore goodwill was not impaired.
 
 
 
10

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)
 
9.            PREFERRED SERIES A STOCK
 
On October 25, 2010, we sold 1,300,000 shares of Series A Preferred Stock (“Shares”) to two foreign investors in exchange for $1,300,000, or $1.00 per share, pursuant to two subscription agreements.  In connection with the sale of Shares, the investors also received warrants to purchase 433,334 shares of our common stock at a purchase price of $0.95 per share. The warrant agreements provide for an expiration period of three years from the date of the investment. On March 15, 2011, the 1,300,000 shares of Series A Preferred Stock were converted into 2,600,000 shares of our common stock.
 
10.         CAPITAL LEASE OBLIGATION
 
On May 25, 2012, we entered into a capital lease obligation for the acquisition of computer equipment.  Pursuant to the agreement, we are required to pay $9,326 per month for twenty-four (24) months, including interest of approximately 8% per annum, with option to purchase the products for $1.00 at the end of the lease.  Accordingly, we have capitalized the acquisition cost of  $209,384 for the computer equipment.
 
The future maturities of our capital lease obligation as of October 31st are as follows:

 
October 31,
 
Amount
   
 
2013
  $ 102,522  
-current
 
2014
    63,608  
-long-term
 
Total
  $ 166,130    
 
During the six months ended October 31, 2012, we made payments totaling $49,738, which included principal and interest of $43,254 and $ 6,484, respectively.
 
11.          COMMON STOCK
 
On July 6, 2012, we entered into an agreement for consulting services with a term of eighteen months. This agreement calls for monthly stock compensation of 3,000 shares which was valued at $11,340 on the date the agreement was executed. The stock-based expense for these shares included in operating expenses for the six months ended October 31, 2012 was $2,520 with the remaining $8,820 to be amortized over the remaining life of the contract.

On July 24, 2012, we entered into an agreement for consulting services with a term of three months. This agreement calls for monthly cash compensation of $2,000 and stock compensation of $3,000. The stock-based expense for these shares included in operating expenses for the six months ended October 31, 2012 was $3,000.

12.         STOCK OPTIONS

In May 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.
 
During the six months ended October 31, 2012, we issued stock options for 475,000 shares of our common stock, exercisable at various dates through September 2022 at fair market value at the date of grant ranging from $0.12 - $0.16 per share to the recipient pursuant to the Plan.
 
 
 
11

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)
 
12.         STOCK OPTIONS (Continued)
 
For the six months ended October 31, 2012, we recognized $316,000 of stock-based compensation costs as a result of the issuance of stock options to employees, directors and consultants in accordance with ASC 505.
 
Stock option activity was as follows for the six months ended October 31, 2012:
                   
   
Number of Options
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contract Term (Years)
 
Aggregate Intrinsic Value
 
                       
 
Outstanding, May 1, 2012
4,959,750
 
$
0.99
 
8.20
 
$
4,893,960
 
 
Granted
475,000
   
0.15
 
9.86
   
61,013
 
 
Forfeited/Expired
-
   
-
 
-
   
-
 
 
Exercised
-
   
-
 
-
   
-
 
                       
 
Outstanding, October  31, 2012
5,434,750
 
$
0.91
 
8.19
 
$
4,954,973
 
 
Exercisable, October 31, 2012
2,890,937
 
$
1.09
 
6.69
 
$
3,152,966
 
                       
 
 
A summary of the status of our unvested shares as of October 31, 2012 is presented below:
           
     
Number
of Shares
   
Weighted-Average Grant-Date Fair Value
 
               
 
Non-vested balance, May 1, 2011
   
2,660,813
   
$
0.61
 
 
Granted
   
475,000
     
0.13
 
 
Vested
   
(592,000
   
0.78
 
 
Forfeited/Expired
   
-
     
-
 
                   
                   
 
Non-vested balance, October  31, 2012
   
2,543,813
   
$
0.50
 
 
As October 31, 2012, total unrecognized stock-based compensation cost related to unvested stock options was $1,368,288, which is expected to be recognized over a weighted-average period of approximately 8.19 years.
 
 
12

 
CROWDGATHER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
(UNAUDITED)

13.         PROVISION FOR INCOME TAXES
 
For the six months ended October 31, 2012, we have recognized the minimum amount of franchise tax required under California corporation law of $800. We are not currently subject to further federal or state tax since we have incurred losses since our inception.
 
As of October 31, 2012, we had federal and state net operating loss carry forwards of approximately $13,000,000 which can be used to offset future federal income tax. The federal and state net operating loss carry forwards expire at various dates through 2032. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in our opinion, utilization is not reasonably assured.
 
As of October 31, 2012, we had the following deferred tax assets related to net operating losses. A 100% valuation allowance has been established due to the uncertainty of our ability to realize future taxable income and to recover its net deferred tax assets.
 
 
     
2012
 
 
Federal net operating loss (at 34%)
 
$
4,940,000
 
 
State net operating loss (at 8.84%)
   
1,276,400
 
       
6,216,400
 
 
Less: valuation allowance
   
(6,216,400
)
           
 
Net deferred tax assets
 
$
-
 
 
Our valuation allowance increased by $428,400 during the six months ended October 31, 2012.
 
14.         SUBSEQUENT EVENTS
 
On November 26, 2012, we entered into a consulting agreement with an independent third party to provide management consulting and investor relation services for a period of six months (the “initial term”).  Pursuant to the agreement, we issued 100,000 shares of our restricted common stock upon execution and are required to pay $18,000 in monthly installments of $3,000 due at the first of each month.  The shares of common stock issued are subject to a twelve month lockup agreement that provides that the third party will not sell, transfer, or otherwise dispose of the shares until November 26, 2013.
 
In addition, if during the initial term, our common stock price closes at or above $0.30 per share for two consecutive trading days, then the agreement will automatically renew for another six-month period and we will be required to pay another $18,000 in monthly installments of $3,000.  If during the initial term, our stock price closes above $0.40 per share for two consecutive trading days, we will issue the third party an additional 50,000 shares of our restricted common stock.  If during the initial term, our stock price closes above $0.50 per share for two consecutive trading days, we will issue the third party an additional 50,000 shares of our restricted common stock (100,000 shares cumulating).
 
On December 7, 2012, we received a Notice of Allowance from the United States Patent and Trademark Office for our patent application No 13/284,799 containing claims regarding our invention for systems and methods for targeted advertising. The claims underlying this patent relate to a system for generating targeted advertisement recommendations based upon the social momentum between associated keywords.

 
13

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion relates to the financial condition and results of operations of CrowdGather, Inc., a Nevada corporation herein used in this report, unless otherwise indicated, under the terms “Registrant,” “Company,” “CrowdGather,” “we,” “us” and similar terms.
 
Forward Looking Statements

The following information specifies certain forward-looking statements of management of the Company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “shall,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
 
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to:

·  
changes in the Company’s business;

·  
general economic, industry and market sector conditions;

·  
the ability to generate increased revenues from the Company’s forums;

·  
the ability to obtain additional financing to implement the Company's long-term growth strategy;

·  
the ability to manage the Company's growth;

·  
the ability to develop and market new technologies to respond to rapid technological changes;

·  
competitive factors in the market(s) in which the Company operates; and

·  
and other events, factors and risks disclosed from time to time in the Company’s filings with the Securities and Exchange Commission

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.

 
14

 
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. In addition, 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 for the period ended October 31, 2012.
 
Overview. We are an Internet company that specializes in monetizing a network of online forums and message boards designed to engage, provide information to and build community around users. We are in the process of building what we hope will become an important social, advertising and user generated content network by consolidating existing groups of online users who post on message boards and forums. Our goal is to create superb user experiences 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.
 
Our network is comprised of two types of communities: branded forum communities and hosted communities that are built on one of our forum hosting platforms.  The branded communities, such as rapmusic.com and PbNation.com, are wholly owned by us and we monetize them through a combination of text and display ads.  The hosted communities comprise the majority of our revenues, traffic, and page views, and are built upon one of our leading forum hosting platforms - Yuku.com, Freeforums.org, Forumer.com and Lefora.com.  On these sites we monetize the web traffic through a combination of Internet advertising mediums at our discretion in exchange for providing free software, support and hosting.  In some instances, we may derive subscription revenues in lieu of or in addition to advertising revenue because the site administrator has decided to pay monthly fees in exchange for providing an ad-free experience and other services for their members.  Our goal is to ultimately build an advertising network that allows us to leverage the targeted demographics of the combined network in order to generate the highest advertising rates for all of our member sites.
 
Part of our growth strategy includes identifying and acquiring web properties.  Since our inception 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 80 web properties and 600 web 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.
 
During the period ended October 31, 2012, we focused a significant portion of our business efforts on improving our ability to better serve advertisers and our forum communities, and to help contribute to our long-term viability.   We deployed our forum advertising marketplace at the end of the second quarter of fiscal 2013, and continue to develop features and modules to better support our key customers – both advertisers and publishers.  As we continue with technical development, we are ramping up efforts to sell our existing forum ad inventory at higher rates, and are beginning to represent ad inventory for third-party publishers, including other large hosted platforms  Our goal is to help advertisers engage with communities of enthusiasts by using a variety of tools available on our forum advertising marketplace.  In the coming 2013 calendar year, we hope to leverage our advertising marketplace to increase our overall revenue, while we also continue to focus on improving our forum network to enhance our user and community experience.   
  
 
15

 
We previously disclosed an estimated range of 180 to 190 million monthly page views for fiscal 2013 primarily based on our ongoing efforts to prune the network of non-monetizable content that also conflicts with our terms of service.  During October 2012, we had over 175 million monthly page views across all properties and had over 14 million monthly unique visitors according to Google Analytics. The decline in page views is due in part to the pruning process, but also because of multiple network outages we experienced by hosting our data with Amazon’s Web Services.  Additionally, we discovered that mobile traffic has increased to approximately 15% of our overall monthly traffic from less than 10% a year earlier, and because mobile users spend fewer page views per visit, we believe that the increase in mobile traffic has in part contributed to the decline in total monthly page views.  We anticipate that mobile traffic will continue to increase across our network, and expect that total monthly page views for fiscal 2013 may range between 160 to 170 million.   However, we do not expect that these fluctuations in total monthly page views, including any traffic declines after additional pruning, to adversely impact revenues.   As of October 31, 2012, over 22 million users are registered on Company network sites, with over 77 million total discussions and approximately 1.5 billion individual replies.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended October 31, 2012, together with notes thereto, which are included in this report.
 
For the three months ended October 31, 2012, as compared to the three months ended October 31, 2011.
 
Results of Operations
 
Revenues and Gross Profit. We realized revenues of $423,732 for the three months ended October 31, 2012, as compared to revenues of $468,296 for the three months ended October 31, 2011.  The decrease between comparable periods is primarily due to the timing of certain advertising campaigns that occurred in the three months ended October 31, 2011.
 
Our cost of revenue for the three months ended October 31, 2012 was $669, as compared to cost of revenue of $0 for the three months ended October 31, 2011.
 
To implement 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 to generate additional revenues. If we are not able to generate additional revenues to cover our operating costs, we may not be able to expand our operations.
 
Operating Expenses. For the three months ended October 31, 2012, our total operating expenses were $1,213,523, as compared to total operating expenses of $1,228,201 for the three months ended October 31, 2011. The decrease between the comparable periods is primarily due to a decrease of $39,773 in payroll, stock compensation, and related expenses, which decreased in total from $658,906 for the three months ended October 31, 2011 to $619,133 for the three months ended October 31, 2012 as stock compensation decreased by $97,600 offset by an increase of $57,827 from hiring new personnel to achieve strategic objectives.  We also had an increase in general and administrative expenses of $25,095 as a result of expansion of our operations, from $569,295 for the three months ended October 31, 2011 to $594,390 for the three months ended October 31, 2012.
 
We may acquire additional web properties, which would result in our future monthly operating expenses increasing from our current expense levels due to integration of the related online assets. Also, we may incur other costs relating to newly acquired websites. We will continue to incur significant general and administrative expenses, but also expect to generate increased revenues after further developing our business.
 
Other Income (Expense.) For the three months ended October 31, 2012, we had other expense of $2,938. By comparison, for the three months ended October 31, 2011, we had other income of $2,172, consisting solely of interest income.
 
Net Loss. For the three months ended October 31, 2012, our net loss was $793,398, as compared to a net loss of $757,733 for the three months ended on October 31, 2011.

 
16

 
For the six months ended October 31, 2012, as compared to the six months ended October 31, 2011.
 
Results of Operations
 
Revenues and Gross Profit. We realized revenues of $1,014,934 for the six months ended October 31, 2012, as compared to revenues of $802,332 for the six months ended October 31, 2011.  The increase between comparable periods is primarily due to acquisitions and improved monetization of our existing ad inventory.

Our cost of revenue for the six months ended October 31, 2012 was $19,216, as compared to cost of revenue of $108,740 for the six months ended October 31, 2011. The decrease was due to our not incurring cost of revenue associated with the purchase of advertising inventory for the fulfillment of specific customer advertising campaigns in the six months ended October 31, 2012, and from our focusing on monetizing our own forum advertising inventory.  
 
To implement 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 to generate additional revenues. If we are not able to generate additional revenues to cover our operating costs, we may not be able to expand our operations.
 
Operating Expenses. For the six months ended October 31, 2012, our total operating expenses were $2,460,503, as compared to total operating expenses of $2,327,525 for the six months ended October 31, 2011. The increase between the comparable periods is primarily due to an increase of $67,217 in payroll, stock compensation, and related expenses from hiring new personnel to achieve strategic objectives, which increased in total from $1,165,980 for the six months ended October 31, 2011 to $1,233,197 for the six months ended October 31, 2012. We also had an increase in general and administrative expenses of $65,761 as a result of our recent acquisitions and the corresponding expansion of our operations, from $1,161,545 for the six months ended October 31, 2011 to $1,227,306 for the six months ended October 31, 2012.
 
We may acquire additional web properties, which would result in our future monthly operating expenses increasing from our current expense levels due to integration of the related online assets. Also, we may incur other costs relating to newly acquired websites. We will continue to incur significant general and administrative expenses, but also expect to generate increased revenues after further developing our business.
 
Other Income (Expense.) For the six months ended October 31, 2012, we had other expense of $4,841. By comparison, for the six months ended October 31, 2011, we had other income of $5,765, consisting solely of interest income.
 
Net Loss. For the six months ended October 31, 2012, our net loss was $1,470,426, as compared to a net loss of $1,628,968 for the six months ended on October 31, 2011.

Liquidity and Capital Resources. Our total assets were $15,531,503 as of October 31, 2012, which consisted of cash of $1,161,737, accounts receivable of $182,848, investments of $28,570, inventory of $34,096, prepaid expenses and deposits of $85,791, property and equipment with a net value of $295,182, intangible and other assets of $9,383,103, represented by our domain names and other intellectual property owned, and goodwill of $4,360,176 related to our acquisition of Adisn.

Our current liabilities as of October 31, 2012 totaled $369,033, which is comprised of accounts payable of $9,250, accrued vacation of $37,491, other accrued liabilities of $219,770 and the current portion of a capital lease obligation in the amount of $102,522.  Our capital lease obligation, net of the current portion, is $63,608 as of October 31, 2012. We had no other liabilities and no long-term commitments or contingencies at October 31, 2012.
 
 
17

 
As of October 31, 2012, we had cash of $1,161,737.   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 including increasing revenues through the monetization of our forum advertising marketplace and existing ad inventory and anticipated efficiencies gained from the completion of ongoing automation and technical initiatives.
 
We do not anticipate any significant changes in the number of employees unless we significantly increase the size of our operations. We believe 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, we may need to supplement our staff in this manner.
  
Off Balance Sheet Arrangements
 
We had no off balance sheet arrangements at October 31, 2012.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 
Not applicable.
 
Item 4. Controls and Procedures.
 
Evaluation of disclosure controls and procedures. We maintain controls and procedures that are 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 SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.
 
Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II — OTHER INFORMATION

Item 1. Legal Proceedings.
 
None.
 
Item 1A. Risk Factors.
 
Not applicable.

 
18

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

None.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Mine Safety Disclosures.
 
Not applicable.
 
Item 5. Other Information.
 
The information set forth below is included herewith for the purpose of providing the disclosure required under “Item 2.02. - Results of Operations and Financial Condition” of Form 8-K.
 
On December 13, 2012, we issued a press release announcing our financial results for the second quarter ended October 31, 2012.  A copy of the press release is furnished as Exhibit 99.1 to this report on Form 10-Q.

This information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act 1934, as amended, and is not incorporated by reference into any of our filings, whether made before or after the date of this Quarterly Report on Form 10-Q, regardless of any general incorporation language in the filing.

Item 6. Exhibits.
 
101.ins
Instance Document
101.sch
XBRL Taxonomy Schema Document
101.cal
XBRL Taxonomy Calculation Linkbase Document
101.def
XBRL Taxonomy Definition Linkbase Document
101.lab
XBRL Taxonomy Label Linkbase Document
101.pre
XBRL Taxonomy Presentation Linkbase Document
 
  
 
 
19

 
 
SIGNATURES
 
 
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
CrowdGather, Inc.,
a Nevada corporation
 
       
December 13, 2012
By:
/s/ Sanjay Sabnani
 
 
 
Its:
Sanjay Sabnani
President, Secretary, Director
(Principal Executive Officer)
 
 
 
 
December 13, 2012
By:
/s/ Jonathan Weiss
 
 
 
Its:
Jonathan Weiss
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
 

20