SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 22, 2008
CrowdGather,
Inc.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-52143
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20-2706319
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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20300 Ventura Blvd.
Suite 330, Woodland Hills, CA 91364
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(Address
of Principal Executive Offices)
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(818)
435-2472
(Issuer
Telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of
Assets.
On July
23, 2008, CrowdGather, Inc. (“Registrant”) closed a Website and Domain Name
Acquisition Agreement (“Agreement”) with Peter Davis to acquire certain websites
and domain names in exchange for $25,000 in cash and 18,000 shares of common
stock. The purchase included software, data and programming code,
user lists, databases, domain names and name registrations, goodwill, and the
rights to enforce future infringement. The websites include:
zealot.com, the-gauge.com, cardmodels.net, rcdrifter.com, and
rcwebboard.com. The Agreement is attached hereto as exhibit
10.1. This brief description of the Agreement is not intended to be
complete and is qualified in its entirety by reference to the full text of the
agreement as attached.
Item
3.02 Unregistered Sales of Equity Securities.
On July
23, 2008, the Registrant issued 18,000 shares of its common stock to Peter Davis
pursuant to the terms of the Agreement. The shares were issued in a transaction
which the Registrant believes satisfies the conditions for the exemption from
registration requirements of the Securities Act of 1933 (“Act”), which exemption
is specified by the provisions of Section 4(2) of that Act.
Item
5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
On July
22, 2008, the Registrant adopted its Code of Conduct and Ethics (“Code of
Ethics”) to promote honest and ethical conduct, proper disclosure of financial
information and compliance with applicable laws, rules and regulations by all
the of the Registrant’s employees and members of the board of
directors. The Registrant’s Board of Directors will assess
compliance with the Code of Ethics, which is attached hereto as Exhibit 14 and
is hereby incorporated herein by reference.
Item 9.01
Exhibits.
The
following exhibits are filed with this report on Form 8-K.
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Exhibit
Number
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Exhibit
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10.1
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Website
and Domain Name Acquisition Agreement by and between CrowdGather, Inc. and
Peter Davis
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14
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Code
of Conduct and Ethics
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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CrowdGather,
Inc.
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Date:
July 23, 2008
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By:
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/s/
Sanjay Sabnani |
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Sanjay
Sabnani
Chief
Executive Officer
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