crwgform8k110909.htm
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): November 4, 2009
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))
Website
and Domain Name Acquisition Agreement
On
November 4, 2009, CrowdGather, Inc., a Nevada corporation (the “Registrant”),
entered into a Website and Domain Name Acquisition Agreement with EnzoTen Media
Inc. (“Acquisition Agreement”) pursuant to which the Registrant acquired the
websites and domain names set forth below:
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http://www.
anythingbutipod.com
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http://www.anythingbutiphone.com
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http://www.anythingbutsansa.com
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http://www.anythingbutzune.com
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http://www.abimp3players.com
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http://www.zuneelite.com
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The
Acquisition Agreement provides that the total purchase price is paid in cash of
$134,000 and the issuance of 104,000 shares of the Registrant’s common stock,
valued at $130,000. The terms of the Acquisition Agreement also
provide that the Registrant make an initial payment of $50,000 with the
execution of the Acquisition Agreement and then the balance to be paid at the
monthly rate of $7,000 for the twelve months following the closing of the
Acquisition Agreement. A copy of the Acquisition Agreement is attached hereto as
Exhibit 10.1 This brief description of the Acquisition
Agreement is not intended to be complete and is qualified in its entirety by
reference to the full text of the Acquisition Agreement is
attached.
Services
Agreement
Concurrently
with the closing of the Acquisition Agreement, the Registrant entered into a
one-year Services Agreement engaging EnzoTen Media Inc. as an independent
contractor to operate the websites acquired (“Services
Agreement”). The Services Agreement provides for the payment of
monthly compensation of $3,000, plus a bonus after one year in the event of a
100% increase in web traffic and revenue.
A copy of
the Services Agreement is attached hereto as Exhibit 10.2 This
brief description of the Services Agreement is not intended to be complete and
is qualified in its entirety by reference to the full text of the Services
Agreement is attached.
Item
2.01. Completion of Acquisition or Disposition of
Assets.
On
November 9, 2009, we closed the Acquisition Agreement. See Item 1.01
for a description of the Acquisition Agreement.
Item
2.03 Creation of a Direct Financial Obligation.
See Item
1.01 for a description of the Acquisition Agreement and the Services
Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
See Item
1.01 for a description of the Acquisition Agreement.
Item
7.01 Regulation FD Disclosure.
On
November 10, 2009, CrowdGather, Inc. (the “Registrant”) issued a press release
to announce that the Registrant closed the Acquisition Agreement with EnzoTen
Media Inc. A copy of the release is attached as Exhibit 99.1.
This
information 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 filing of the company, whether made before or after the date
of this report, regardless of any general incorporation language in the
filing.
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 with EnzoTen Media
Inc.
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10.2
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Services
Agreement with EnzoTen Media Inc.
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99.1
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Press
Release dated November 10, 2009.
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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:
November 10, 2009
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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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