Income Statement	Year Ending December 31, 2007	Year Ending December 31, 2006
Net Revenue	31,195	23,414
Operating Expenses	50,491	23,470
Loss from Operations	(19,296)	(56)
Net Loss Per Share	(0.00)	(0.00)

Balance Sheet	December 31, 2007	December 31, 2006
Total Assets	8,838	1,498
Total Liabilities	0	800
Shareholders' Equity	8,838	698

 

The transaction contemplated under the Merger Agreement is deemed to be a reverse acquisition, where WestCoast (the legal acquirer) is considered the accounting acquiree and General (the legal acquiree) is considered the accounting acquirer.  The assets and liabilities will be transferred at their historical cost with the capital structure of WestCoast. WestCoast is deemed a continuation of the business of General, and the historical financial statements of General will become the historical financial statements of WestCoast; therefore, the pro forma financial information of WestCoast will not be presented in this report.

 

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Item 2.  Managements Discussion and Analysis of Plan of Operation.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the financial information included elsewhere in this Form 8-K, including the Company’s audited financial statements for the years ended December 31, 2007 and 2006 and related notes. Because of the reverse acquisition, the following discussion relates to the separate financial statements of General, and reference to the “Company” and to “we,” “our,” and similar words refer to General.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current management’s expectations. These statements may be identified by their use of words like “plans,” “expect,” “aim,” “believe,” “projects,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about our business strategy, expenditures, and financial results are forward-looking statements. Our management believes that the expectations reflected in such forward-looking statements are reasonable. However, management cannot assure you that such expectations will occur.

Actual results could differ materially from those in the forward looking statements due to a number of uncertainties including, but not limited to, those discussed in this section. Factors that could cause future results to differ from these expectations include general economic conditions, further changes in our business direction or strategy; competitive factors, and an inability to attract, develop, or retain technical, consulting, managerial, agents, or independent contractors. 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 requires 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 management assumes no obligation to update any such forward-looking statements. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Current Report. Except as required by law, management is not obligated to release publicly any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

Overview of General Mayhem

General is an Internet company that specializes in developing online forums and message boards designed to engage, provide information to and gather information from users. Our goal is to create the best user experience for our online forum communities and value for our forum owners. General was organized under the laws of the State of California on May 6, 2004.   

As a result of the Merger, General was deemed to be the acquirer for accounting purposes. Accordingly, the financial statement data presented are those of General for all periods.

Critical Accounting Policies and Estimates

 

Use of Estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods.  Actual results could materially differ from those estimates.

 

Cash Equivalents.  For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments purchased with maturity of three months or less to be cash equivalents.  At December 31, 2007 and 2006, the Company had no cash equivalents.

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Fair Value of Financial Instruments.  Pursuant to Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosures About Fair Value of Financial Instruments”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash and equivalents prepaid expense, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.

 

Identifiable Intangible Assets. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, goodwill and intangible assets with indefinite lives are not amortized but instead are measured for impairment at least annually in the fourth quarter, or when events indicate that an impairment exists.  As required by SFAS 142, in the impairment tests for indefinite-lived intangible assets, the Company compares the estimated fair value of the indefinite-lived intangible assets, website domain names, using a combination of discounted cash flow analysis and market value comparisons.  If the carrying value exceeds the estimate of fair value, the Company calculates the impairment as the excess of the carrying value over the estimate of fair value and accordingly, records the loss.

Intangible assets that are determined to have definite lives are amortized over their useful lives and are measured for impairment only when events or circumstances indicate the carrying value may be impaired in accordance with SFAS 144 discussed below.

Impairment of Long-Lived Assets.  In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144), the Company estimates the future undiscounted cash flows to be derived from the asset to assess whether or not a potential impairment exists when events or circumstances indicate the carrying value of a long-lived asset may be impaired.  If the carrying value exceeds the Company’s estimate of future undiscounted cash flows, the Company then calculates the impairment as the excess of the carrying value of the asset over the Company’s estimate of its fair value.

Income Taxes. The Company accounts for income taxes under SFAS 109, “Accounting for Income Taxes”. Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

b

 

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PART III

 

Item 1.  Index to Exhibits

 

Exhibits are listed and described in Item 9.01 of this Form 8-K.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

In connection with the Merger, on April 2, 2008, we issued an aggregate of 26,000,000 shares of our common stock to General’s members in exchange for their percentage of ownership of General on a pro-rata basis to their General membership.  The issuance was made pursuant to Rule 506 under Regulation D promulgated by the SEC.  We believe that exemption was available because (i) no advertising or general solicitation was employed in offering the securities, (ii) the offering and sales were made to eleven persons, three of whom were accredited investors and none of whom were non-accredited investors (all of whom received applicable disclosure materials), and (iii) transfer was restricted in accordance with the requirements of the Securities Act of 1933, as amended (including by legending of certificates representing the securities).

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.  We intend to use the net proceeds of the offering for our general working capital purposes.  There were no commissions paid on the sale of these shares. The investors were a non-U.S. persons and the sale was made in an offshore transaction. No directed selling efforts were made in the United States by us or any person acting on our behalf. The offer or sale was not made to a U.S. person or for the account or benefit of a U.S. person. The purchasers of the securities certified that they were not U.S. persons and were not acquiring the securities for the account or benefit of any U.S. person. The purchasers of the securities have agreed to resell such securities only in accordance with the provisions of Regulation S or pursuant to registration under the Securities Act of 1933. The shares of common stock issued to the purchaser contain a legend to the effect that transfer is prohibited except in accordance with the provisions of this Regulation S or pursuant to registration under the Securities Act of 1933. We will not register any transfer of the securities unless such transfer is made in accordance with the provisions of Regulation S or pursuant to registration under the Securities Act of 1933.

Item 5.01. Changes in Control of Registrant.

The Merger resulted in a change in control of WestCoast on April 2, 2008.  See Item 2.01 “Completion of Acquisition or Disposition of Assets” above.

 

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Pursuant to the Merger Agreement, concurrently with the closing of the Merger, Suzanne Fischer resigned as WestCoast’s Director, President, Secretary, and Treasurer.  Also on that date, Sanjay Sabnani was appointed as our President, Chief Executive Officer, and Chief Financial Officer.  See Part I, Item 5 “Directors and Executive Officers, Promoters and Control Persons;” Part I, Item 6 “Executive Compensation;” and Item 2.01 “Completion of Acquisition or Disposition of Assets;” above.

 

On April 2, 2008, Mr. Sabnani was appointed as a member of our board of directors.  However, such director appointment will not be effective until at least ten days after an Information Statement is mailed or delivered to all of our stockholders in compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14(f)-1 thereunder.  Ms. Fischer resignation as a director ten days after the filing of the Schedule 14f-1 with the SEC and its mailing to all of our stockholders of record as of such date.  The Schedule 14f-1 was filed on April 3, 2008 and is anticipated to be mailed to our stockholders on April 9, 2008.  A description of the newly appointed director can be found in Item 2.01 above, in the section titled “Directors and Executive Officers, Promoters and Control Persons.”

 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

We filed a Certificate of Change with the State of Nevada to effect a 13-for-1 split of our authorized and outstanding common shares, effective March 27, 2008.  We filed Articles of Merger to effect the merger of our wholly owned subsidiary, General Mayhem Acquisition Corp.. (which General Mayhem LLC merged into) with and into the Company, effective April 8, 2008.  In connection with that merger, the Company changed its name to CrowdGather, Inc.

 

Item 5.06. Change in Shell Company Status.

 

As the result of the completion of the Mergers, WestCoast is no longer a shell company, as that term is defined in Rule 12b-2 under the Exchange Act.  See Item 2.01 “Completion of Acquisition or Disposition of Assets” above.

 

 

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Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements.  See page 23.

 

(b) Shell Company Transactions. See (a) above.

 

(c) Exhibits.

 

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, incorporated by reference to Exhibit 3.1 of WestCoast’s Registration Statement on Form SB-2 filed on June 20, 2005
3.2*	Certificate of Change in number of authorized shares as filed with the Secretary of State of the State of Nevada on March 27, 2008
3.3*	Articles of Merger as filed with the Secretary of State of the State of Nevada on April 8, 2008
3.4	Bylaws of the Company, incorporated by reference to Exhibit 3.2 of WestCoast’s Registration Statement on Form SB-2 filed on June 20, 2005
4.1*	Form of Subscription Agreement
10.1*	Cancellation Agreement, by and between the Company and Roger Arnet, dated as of  April 1, 2008
16.1*	Letter from Dale Matheson Carr-Hilton Labonte LLP
23.1*	Consent of Independent Registered Accounting Firm

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* attached hereto

 

WHERE YOU CAN FIND MORE INFORMATION

Because we are subject to the informational requirements of the Securities Exchange Act, we file reports, proxy statements and other information with the SEC.  You may read and copy these reports, proxy statements and other information at the public reference room maintained by the SEC at its Public Reference Room, located at 100 F Street, N.E. Washington, D.C. 20549.  You may obtain information on the operation of the public reference room by calling the SEC at (800) SEC-0330.  In addition, we are required to file electronic versions of those materials with the SEC through the SEC’s EDGAR system. The SEC also maintains a web site at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file electronically with the SEC.

 

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