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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CrowdGather Inc (PK) | USOTC:CRWG | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.006 | 0.004 | 0.006 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
x |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2015
¨ | 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.) |
23945 Calabasas Road Suite 115, Calabasas CA, 91302 |
(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 ¨ 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 ¨ 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 | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | (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). ¨ Yes x No
As of December 1, 2015, there were 120,063,572 shares of the issuer’s $.001 par value common stock issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A of Crowdgather, Inc. (the “Registrant”) amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, as filed by the Registrant with the Securities and Exchange Commission on December 18, 2015, and is being filed solely to include the 101 XBRL Interactive Data File exhibits as required by Item 6 of Form 10-Q.
No other items are being amended except as described in this Explanatory Note and this Amendment does not reflect any events occurring after the filing of our original Quarterly Report on Form 10-Q for the three months ended October 31, 2015.
2 |
Item 6. Exhibits.
31.1 | Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1) |
31.2 | Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1) |
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 (1) |
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 (1) |
101.ins | Instance Document (2) |
101.sch | XBRL Taxonomy Schema Document (2) |
101.cal | XBRL Taxonomy Calculation Linkbase Document (2) |
101.def | XBRL Taxonomy Definition Linkbase Document (2) |
101.lab | XBRL Taxonomy Label Linkbase Document (2) |
101.pre | XBRL Taxonomy Presentation Linkbase Document (2) |
(1) | Included in the Registrant’s Quarterly Report on Form 10-Q filed on December 18, 2015. |
(2) | Filed herewith. |
3 |
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 |
|||
February 01, 2016 | By: | /s/ Sanjay Sabnani | |
Sanjay Sabnani | |||
Its: | President, Secretary, Director | ||
(Principal Executive Officer) |
February 01, 2016 | By: | /s/ Richard Corredera | |
Richard Corredera | |||
Its: | Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
4 |
Document And Entity Information - shares |
6 Months Ended | |
---|---|---|
Oct. 31, 2015 |
Dec. 01, 2015 |
|
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | CrowdGather, Inc. | |
Entity Central Index Key | 0001328670 | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CRWG | |
Entity Common Stock, Shares Outstanding | 120,063,572 |
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
---|---|---|
Property and equipment, net of accumulated depreciation (in Dollars) | $ 639,209 | $ 625,097 |
Intangible and other assets, net of accumulated amortization (in Dollars) | $ 1,202,716 | $ 812,846 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 975,000,000 | 975,000,000 |
Common stock, issued | 120,036,572 | 117,283,509 |
Common stock, outstanding | 120,036,572 | 117,283,509 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
|
Revenue | $ 518,964 | $ 393,734 | $ 1,228,115 | $ 800,324 |
Cost of revenue | 95,976 | 147,445 | 253,268 | 254,914 |
Gross profit | 462,989 | 246,289 | 974,847 | 545,410 |
Operating expenses | ||||
Payroll and related expenses | 312,295 | 573,641 | 666,489 | 1,246,683 |
Stock based compensation | 17,900 | 100,000 | 78,900 | 199,000 |
General and administrative | 485,771 | 1,162,210 | 1,223,234 | 2,395,914 |
Legal settlements, net | 0 | 50,000 | 0 | 50,000 |
Loss on disposal of assets | 0 | 0 | 0 | 1,529,262 |
Total operating expenses | 815,966 | 1,885,851 | 1,968,623 | 5,420,859 |
Loss from operations | (392,977) | (1,639,562) | (993,776) | (4,875,449) |
Other income (expense), net | ||||
Stated interest and issuance (expense) | (104,916) | (13,749) | (200,859) | (13,508) |
Debt discount (expense), net fair value adjustment | (233,911) | 0 | (419,939) | 0 |
Gain (Loss) on notes payable | (64,785) | 2,442 | (124,412) | 2,442 |
Other interest (expense) | (1,448) | 0 | (2,236) | 0 |
Total Other income (expense), net | (405,060) | (11,307) | (747,446) | (11,066) |
Net loss before provision for income taxes | (798,037) | (1,650,869) | (1,741,222) | (4,886,515) |
Provision for income taxes | 0 | 0 | 800 | 800 |
Net loss | $ (798,037) | $ (1,650,869) | $ (1,742,022) | $ (4,887,315) |
Weighted average shares outstanding- basic and diluted (in Shares) | 118,201,197 | 116,733,508 | 117,742,353 | 111,046,333 |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.04) |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||
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Oct. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Significant Accounting Policies [Text Block] |
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 provides targeted advertising and marketing services for online customers. Through our merger with Plaor, Inc on May 19, 2014, we also develop, market and operate online social games as live services played over the Internet and on social networking sites and mobile platforms. Plaor’s initial social gaming platform is a simulated casino environment referred to as Mega Fame Casino. We are headquartered in Calabasas, California, and were incorporated under the laws of the State of Nevada on April 20, 2005. Principles of Consolidation The accompanying consolidated financial statements include our activities and our wholly-owned subsidiaries, Adisn, Inc. and Plaor, 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 have 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, 2015. 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 months ended October 31, 2015, 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, 2015, 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. 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 qualitative 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 impressions, cost per click or cost per action basis. We also derive revenue from the sale of virtual goods associated with our online games, as well as from services provided for customer events. 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. Online Game We operate Mega Fame Casino (“MFC”), a full-featured free-to-play online social casino. MFC is available on Facebook, Google Play, and the Apple App Store. MFC generates revenue through the sale of virtual currency to players that they may exchange to play at any of our online slot machines, video poker machines, Hold’em style poker tables, or for other features and experiences available within MFC. Players can pay for our virtual currency using Facebook credits (prior to July 2013) or Facebook local currency payments (beginning July 2013) when playing our games through Facebook and can use other payment methods such as credit cards or PayPal on other platforms. Revenue from the sale of virtual currency to players is recognized when the service has been provided to the player, assuming all other revenue recognition criteria have been met. We have determined that an implied obligation exists by the Company to the paying player to continue displaying the purchased virtual goods within the online game over their estimated life or until they are consumed. The proceeds from the sale of virtual goods are initially recorded as deferred revenue. We recognize revenue as the goods are consumed, assuming all other revenue recognition criteria have been met, which is generally over a period of 90 days. Events Our games also offer unique interactions with a large number of well-known celebrities from film, television, professional sports, and the music industry. Through a combination of regularly scheduled events and special events, our players can play and interact with their favorite stars in ways not known to be available in other social games. Our most popular celebrity event is our bi-weekly celebrity shootout tournament. We recognize revenue upon conclusion of the event, assuming all other revenue recognition criteria have been met. Deferred Revenue Advance payments from customers that are non-refundable and relate to non-cancellable contracts that specify our obligations are recorded to deferred revenue until the aforementioned revenue recognition criteria have been met. Cost of Revenue Our cost of revenue consists primarily of the direct expenses incurred in order to generate online game revenue. Such costs are recorded as incurred. Our cost of revenue consists primarily of hosting and data center costs related to operating our online games, royalty fees and expenses for hosting celebrity events, primarily appearance and facility fees. Additionally, expenses relating to the fulfillment of specific customer advertising campaigns and the costs associated with the manufacturing and distribution of our synthetic human pheromone consumer products are included in our cost of revenue as well. 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. Internal-Use Software Development Costs We expense costs as incurred for internal-use software during the preliminary stages of development. Costs incurred by us during the application development stage are capitalized, subject to their recoverability. All costs incurred after the software has been implemented and is fully operational are expensed as incurred. As of October 31, 2015, we have not capitalized any internal-use software development costs. 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 $798,000 and $1,741,000 for the three and six months ended October 31, 2015, 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. |
GOING CONCERN |
6 Months Ended | ||||
---|---|---|---|---|---|
Oct. 31, 2015 | |||||
Going Concern [Abstract] | |||||
Going Concern [Text Block] |
We have incurred a net loss of $1,741,000 for the six months ended October 31, 2015 and have an accumulated deficit of $32,299,000 as of October 31, 2015, and additional debt or equity financing will be required to fund our activities and to support our operations. However, there is no assurance we will be able to obtain additional financing. Furthermore, there is no assurance that rapid technological changes, changing customer needs and evolving industry standards will enable us to introduce new products on a continual and timely basis so that profitable operations can be attained. We are currently devoting our efforts to assimilate our business combination with Plaor to enhance our product offerings and revenues as further described in Management’s Discussion and Analysis. There can be no assurance that our efforts will translate in a beneficial manner. The accompanying statements do not include any adjustments that might result should we be unable to continue as a going concern. |
ACQUISITION |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
On May 19, 2014, we completed a merger agreement for 100% of the issued and outstanding common stock of Plaor, Inc. (Plaor), a social gaming company, pursuant to which Plaor survived as our wholly-owned subsidiary (“Merger”). The Company issued 55,075,801 shares of its $0.01 par value common stock to the shareholders of Plaor. These shares were valued for the Company's accounting purposes at $0.11 per share which represented the closing share price of the Company’s stock on May 19, 2014. The total value of the acquisition was approximately $6,058,000 and has been allocated in accordance with ASC 805 as per the Company’s valuation estimate as follows:
|
INVENTORY |
6 Months Ended | ||||
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Oct. 31, 2015 | |||||
Inventory Disclosure [Abstract] | |||||
Inventory Disclosure [Text Block] |
As of October 31, 2015, inventory consisted of all finished goods of our synthetic human pheromone consumer products in the amount of approximately $31,000. |
INVESTMENTS |
6 Months Ended | ||||
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Oct. 31, 2015 | |||||
Investments, Debt and Equity Securities [Abstract] | |||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] |
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. |
PROPERTY AND EQUIPMENT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] |
Property and equipment consisted of the following:
Depreciation expense was $12,000 and $59,000 for the six months ended October 31, 2015 and 2014, respectively. |
CONCENTRATIONS OF CREDIT RISK |
6 Months Ended | ||||||
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Oct. 31, 2015 | |||||||
Risks and Uncertainties [Abstract] | |||||||
Concentration Risk Disclosure [Text Block] |
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INTANGIBLE ASSETS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] |
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. For the six months ended October 31, 2015 and 2014, we recorded $390,000 and $389,000 respectively, of amortization associated with its definite lived intangibles. Intangibles consist of the following:
During the six months ended October 31, 2015 we recorded reduction of approximately $16,000 of asset value related to online forums and related websites in connection with sale of our PbNation online community to VerticalScope during our 2015 fiscal year. On August 11, 2015, we acquired the digital assets of CouponsForWeed.com and related mobile application in exchange for a $1,000 cash payment due at closing and 28,571 shares of our $0.001 par value common stock, valued for accounting purposes at $0.05 per share which represented the volume weighted average share price on the closing date of the transaction. |
GOODWILL |
6 Months Ended | ||||
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Oct. 31, 2015 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill Disclosure [Text Block] |
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. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. As October 31, 2015, we determined that the fair value of the goodwill exceeded its carrying value and therefore goodwill was not impaired. |
PREFERRED SERIES B STOCK |
6 Months Ended | |||
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Oct. 31, 2015 | ||||
Preferred Series B Stock [Abstract] | ||||
Preferred Series B Stock [Text Block] |
On April 8, 2013, we filed with the Secretary of State of Nevada the Certificate of Designation of the Relative Rights and Preferences of the Series B Preferred Stock (the “Certificate of Designation”) specifying the designations, preferences and relative rights of the Series B Convertible Preferred Stock (“Series B Shares”). The Certificate of Designation created a series of preferred stock consisting of 1,000,000 out of the 25,000,000 shares of our preferred stock, which will be designated “Series B Preferred Stock.” The Certificate of Designation provides, among other things, that: (i) the conversion price for the shares of Series B Shares is the price per share equal to the quotient of the original issue price of $1.00 per share (the “Original Issue Price”) divided by the number of shares of common stock into which each share of Series B Shares may be converted (the “Conversion Rate”), subject to adjustment from time to time for recapitalizations and as otherwise set forth in the Certificate of Designation; (ii) each share of Series B Shares is convertible into shares of common stock at the option of the holder at any time after the date of issuance at a Conversion Rate of 20 shares of common stock for each share of Series B Shares; (iii) the holder of outstanding Series B Shares will be entitled to receive dividends, when declared by the Board of Directors, at an annual dividend rate of 10% per share of Series B Shares, with such right to receive dividends being cumulative and will accrue and be payable annually; (iv) the shares of Series B Shares may be redeemed by us, at our option, at a redemption price equal to 120% of the amount obtained by multiplying the Original Issue Price of the Series B Shares by the number of shares of Series B Shares to be redeemed from the investor; and (v) so long as any shares of Series B Shares remain outstanding, we will not, among other things, amend or restate any provisions of our Articles of Incorporation or Bylaws, declare or pay dividends on any shares of common stock or other security other than Series B Shares, authorize or issue any equity security having a preference over or being on parity with the Series B Shares, change the authorized number of directors, or enter into indebtedness of more than $1,000,000, without the prior written consent of a majority of outstanding shares of Series B Shares. During fiscal years 2013 and 2014, we sold 1,000,000 shares of our Series B Shares to various investors in exchange for $1,000,000, or $1.00 per share, pursuant to securities purchase agreements (“Purchase Agreements”). In connection with the sale of Series B Shares, the investors also received warrants to purchase 10,000,000 shares of our common stock at a purchase price of $0.08 per share. The warrant agreements (“Warrants”) provide for an expiration period of five years from the date of the investment. On December 1, 2014, we entered into a separate exchange agreement with each holder (collectively, the “Holders”) of (i) shares of our Series B Preferred Stock (“Preferred Stock”), and (ii) warrants to purchase 10,000,000 shares of common stock issued in connection with the Preferred Stock (the “Old Warrants”) pursuant to which we issued Secured Promissory Notes (“Exchange Notes”) in the aggregate principal amount of $1,100,000 and warrants to purchase 5,500,000 shares of our common stock (the “Exchange Warrants”) to the Holders in the amounts as specified in the separate Exchange Agreements in exchange for all of the issued and outstanding Preferred Stock and all of the Old Warrants held by the Holders. Following the consummation of the transactions contemplated by each Exchange Agreement, the Preferred Stock and Old Warrants were no longer outstanding, and we removed from reservation 30,000,000 shares of common stock underlying the Preferred Stock and Old Warrants. The Exchange Warrants grant the Holders the right to purchase five shares of our common stock for every one dollar of principal of the Exchange Notes issued to the Holders at an exercise price equal to $0.11 per share. The Exchange Warrants have an exercise term equal to five years and are exercisable commencing on December 3, 2014. In connection with the issuance of the Exchange Notes, we entered into a security agreement with the Holders to secure the timely payment and performance in full of our obligations pursuant to the Exchange Notes. |
STOCK OPTIONS |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
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. For the three months ended October 31, 2015 and 2014, we recognized $18,000 and $100,000 of stock-based compensation costs, respectively, as a result of the issuance of stock options to employees, directors and consultants in accordance with ASC 505. There were no new grants for the three months ended October 31, 2015 A summary of the status of our unvested shares as of October 31, 2015 is presented below:
As October 31, 2015, total unrecognized stock-based compensation cost related to unvested stock options was $189,323 which is expected to be recognized over a weighted-average period of approximately 8.71 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:
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 our public company peer group. The expected option life of each award granted was calculated using the “simplified method” in accordance with ASC 718. |
COMMITMENTS AND CONTINGENCIES |
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Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies Disclosure [Text Block] |
As of October 31, 2015, we lease approximately 1,309 square feet of office space located at 23945 Calabasas Road, Suite 115, Calabasas California. The term of our lease is for twelve months and expires on June 30, 2016. Our rent is $2,553 per month. We also rent approximately 10,000 square feet of office space at 12 Channel Street, Boston, MA 02210. The term of our lease is for six years and expires on July 31, 2020. Our rent is $14,000 per month. |
SEGMENT INFORMATION |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] |
The Company has two (2) principal operating segments, which are (1) forum advertising, and (2) social gaming. These operating segments were determined based on the nature of the products and services offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer and chief operating officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment. Interim segment information for sales and related costs for the six months ended October 31, 2015 and 2014 was as follows:
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PROVISION FOR INCOME TAXES |
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Income Tax Disclosure [Abstract] | |||||
Income Tax Disclosure [Text Block] |
For the years to date ended April 31, 2015 and 2014, 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. |
NOTES PAYABLE AND DERIVATIVE LIABILITIES |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] |
Promissory Notes and Note Purchase Agreements On April 13, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement. Under the Agreement, our CEO Sanjay Sabnani agreed to loan the Company $50,000. As part of the Agreement, we issued to Mr. Sabnani a Promissory Note whereby we will repay the $50,000 including interest at 12% or the maximum allowable under the law, whichever is lower. The note, including interest is due April 13, 2016. On April 17, 2015, we issued a Promissory Note for $238,976 received from Mr. Sanjay Sabnani. The proceeds were used to pay off a short-term convertible note issued to KBM Worldwide, Inc. on October 20, 2014, as well as to provide us with $25,000 in working capital. Under the terms of the note, we agree to repay the $238,976 including interest at 12%. The note, including interest, was due October 20, 2015. Mr. Sabnani has granted a waiver of default and the note is currently in good standing. On July 16, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $50,000 with an investor. As part of the Agreement, we issued to the investor a Promissory Note whereby we will repay the $50,000 including interest at 12% or the maximum allowable under the law, whichever is lower. The note, including interest is due one year from the issue date. On July 16, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $96,000 with Vinay Holdings. As part of the Agreement, we issued to the Vinay Holdings a Promissory Note whereby we will repay the $96,000 including interest at 12% or the maximum allowable under the law, whichever is lower. The note, including interest is due one year from the issue date. On July 23, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $372,000 with Vinay Holdings . As part of the Agreement, we issued to Vinay Holdings a Promissory Note whereby we will repay the $372,000 including interest at 12% or the maximum allowable under the law, whichever is lower. The note, including interest was due 60 days from issue date. Vinay Holdings has granted a waiver of default and the note is currently in good standing. On August 18, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $100,000 with Vinay Holdings . As part of the Agreement, we issued to Vinay Holdings a Promissory Note whereby we will repay the $100,000 including interest at 12% or the maximum allowable under the law, whichever is lower. The note, including interest was due 60 days from issue date. Vinay Holdings has granted a waiver of default and the note is currently in good standing. On September 15, 2015, we issued a Promissory Note for $10,000 received from Mr. James Sacks, a member of our board. The proceeds will be used for general working capital. Under the terms of the note, we agree to repay the $10,000 including interest at 12%. The note, including interest, is due March 13, 2016. On September 15, 2015, we issued a Promissory Note for $10,000 received from Mr. Hazim Ansari, a member of our board. The proceeds will be used for general working capital. Under the terms of the note, we agree to repay the $10,000 including interest at 12%. The note, including interest, is due March 13, 2016. On September 17, 2015, we issued a Promissory Note for $10,000 received from Mr. Richard Corredera, our CFO. The proceeds will be used for general working capital. Under the terms of the note, we agree to repay the $10,000 including interest at 12%. The note, including interest, is due March 15, 2016. On October 14, 2015, we issued a Promissory Note for $50,000 received from Vinay Holdings. The proceeds will be used for general working capital. Under the terms of the note, we agree to repay the $50,000 including interest at 12%. The note, including interest, is due April 11, 2016. On October 22, 2015, we issued a Promissory Note for $40,000 received from Vinay Holdings. The proceeds will be used for general working capital. Under the terms of the note, we agree to repay the $10,000 including interest at 12%. The note, including interest, is due April 19, 2016. Notes and Warrant Purchase Agreements
In the cases of each instrument summarized in the table above and detailed in the paragraphs below we determined the embedded warrants attached to the notes meet the definition of a derivative under ASC 815 and require bifurcation and are accounted for as separate embedded derivatives. We have estimated the fair market value of the embedded derivatives of the notes as the difference between the fair market value of the notes with the conversion feature and the fair market value of the notes without the conversion feature associated with the embedded derivative, in both cases using relevant market data. In the case of the fair market value of the notes with the conversion feature, a binomial lattice model was used utilizing a discount rate based on variable conversion probability. In the case of the fair market value of the notes without the conversion feature associated with the embedded derivative, a discounted cash flow approach was used. The key valuation assumptions used consist of the price of our common stock, a risk free interest rate based on the average yield of a similarly termed Treasury Note and the historical volatility of our common stock over a period of similar length to the term of the instrument, all as of the measurement dates. The embedded derivatives were recorded on the balance sheet at their estimated fair values. Debt discounts are amortized over the life of the debt using the effective interest rate method. The fair value of the embedded derivative will be measured and recorded at fair value each subsequent reporting period and changes in fair value will be recognized in the statement of operations as a gain or loss on derivative We have recorded each of the instruments’ derivative liability balances on our balance sheet in the Derivative liabilities account; the carrying amount of each host contract has been recorded in Notes payable, net of discount; on our statement of operations we have recorded gains (losses) resulting from fair value adjustments in Change in fair value of derivative liabilities; we have recognized the amortization costs in Interest expense, net On November 20, 2014 and November 21, 2014, we entered into two Note and Warrant Purchase Agreements with two investors (“Investors”) providing for the purchase of Secured Promissory Notes (“Notes”) in the aggregate principal amount of $250,000 and warrants to purchase an aggregate amount of 1,250,000 shares of our common stock (the “Warrants”). The Notes were issued on November 20, 2014 and November 21, 2014, respectively. The Notes bear interest at the rate of 12% per annum and were due and payable one year from the date of issuance. The investors have granted waivers of default valid until February 14, 2016 and the notes are currently in good standing. The Warrants grant the Investors the right to purchase five shares of our common stock for every one dollar of principal of the Notes purchased by the Investors at an exercise price equal to 110% of the closing price of our common stock on the date of investment. The Warrants have an exercise term equal to five years and are exercisable commencing on November 20, 2014 and November 21, 2014, respectively. In connection with the issuance of the Notes, we entered into a security agreement with the Investors to secure the timely payment and performance in full of our obligations pursuant to the Notes. On December 2, 2014, we entered a Note and Warrant Purchase Agreement with one investor providing for the purchase of a Secured Promissory Note (“Note”) in the principal amount of $200,000 and warrants to purchase 1,000,000 shares of our common stock (the “Warrants”). The Note was issued and funded on December 2, 2014. The Note bears interest at the rate of 12% per annum and was due and payable one year from the date of issuance. The investors have granted waivers of default and the notes are currently in good standing. The Warrants grant the investor the right to purchase five shares of our common stock for every one dollar of principal of the Note purchased by the investor at an exercise price of $0.11 per share which is equal to 110% of the closing price of our common stock on the date of investment. The Warrants have an exercise term equal to five years and are exercisable commencing on the date of issuance. In connection with the issuance of the Note, we entered into a security agreement with the investor to secure the timely payment and performance in full of our obligations pursuant to the Note. On December 1, 2014, we entered into a separate exchange agreement with each holder (collectively, the “Holders”) of (i) shares of our Series B Preferred Stock (“Preferred Stock”), and (ii) warrants to purchase 10,000,000 shares of our common stock issued in connection with the Preferred Stock (the “Old Warrants”) pursuant to which we issued Secured Promissory Notes (“Exchange Notes”) in the aggregate principal amount of $1,100,000 and warrants to purchase 5,500,000 shares of our common stock (the “Exchange Warrants”) to the Holders in the amounts as specified in the separate Exchange Agreements in exchange for all of the issued and outstanding Preferred Stock and all of the Old Warrants held by the Holders. Following the consummation of the transactions contemplated by each Exchange Agreement, the Preferred Stock and Old Warrants were no longer outstanding, and we removed from reservation 30,000,000 shares of common stock underlying the Preferred Stock and Old Warrants. The Notes bear interest at the rate of 12% per annum and were due and payable one year from the date of issuance. The investors have granted waivers of default and the notes are currently in good standing. The Exchange Warrants grant the Holders the right to purchase five shares of our common stock for every one dollar of principal of the Exchange Notes issued to the Holders at an exercise price equal to $0.11 per share. The Exchange Warrants have an exercise term equal to five years and are exercisable commencing on December 3, 2014. In connection with the issuance of the Exchange Notes, we entered into a security agreement with the Holders to secure the timely payment and performance in full of our obligations pursuant to the Exchange Notes. Equity Purchase Agreement On January 30, 2015, we entered into an Equity Purchase Agreement (“Purchase Agreement”) and a Registration Rights Agreement (“Registration Rights Agreement “) with Aladdin Trading, LLC (“Aladdin”) pursuant to which Aladdin has agreed to provide up to $1,400,000 of funding upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, we can deliver puts to Aladdin under the Equity Purchase Agreement under which Aladdin will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice, which investment amount may be any amount up to $1,400,000 less the investment amount received by us from all prior puts, if any. Puts may be delivered by us to Aladdin until the earlier of December 31, 2015, or the date on which Aladdin has purchased an aggregate of $1,400,000 of put shares. The number of shares of our common stock that Aladdin will purchase pursuant to each put notice (“Put Shares”) will be determined by dividing the investment amount specified in the put by the purchase price. The purchase price per share of common stock will be set at sixty (60%) of the Market Price for our common stock with Market Price being defined as the volume weighted average trading price for our common stock during the three consecutive trading days immediately following the date of our put notice to Aladdin (the “Pricing Period”). There is no minimum amount that we can put to Aladdin at any one time. On the put notice date, we are required to deliver put shares (“Estimated Put Shares”) to Aladdin in an amount determined by dividing the closing price on the trading day immediately preceding the put notice date multiplied by 60% and Aladdin is required to simultaneously deliver to us the investment amount indicated on the put notice. At the end of the Pricing Period, when the purchase price is established and the number of Put Shares for a particular put is determined, Aladdin must return to us any excess Put Shares provided as Estimated Put Shares or alternatively we must deliver to Aladdin any additional Put Shares required to cover the shortfall between the amount of Estimated Put Shares and the amount of Put Shares. At the end of the Pricing Period, we must also return to Aladdin any excess related to the investment amount previously delivered to us. Pursuant to the Equity Purchase Agreement, Aladdin and its affiliates will not be issued shares of our common stock that would result in Aladdin’s beneficial ownership equaling more than 9.99% of our outstanding common stock. Pursuant to the Registration Rights Agreement, we will be registering 17,500,000 shares of our common stock for issuance to and sale by Aladdin pursuant to the Equity Purchase Agreement. Note, Securities Purchase Agreement, and Warrant Purchase Agreement
In the cases of each instrument summarized in the table above and detailed in the paragraphs below we determined the conversion feature of the notes meet the definition of a derivative under ASC 815 and require bifurcation and are accounted for as separate embedded derivatives. We have estimated the fair market value of the embedded derivatives of the Notes as the difference between the fair market value of the Notes with the conversion feature and the fair market value of the Notes without the conversion feature associated with the embedded derivative, in both cases using relevant market data. In the case of the fair market value of the Notes with the conversion feature, a binomial lattice model was used utilizing a discount rate based on variable conversion probability. In the case of the fair market value of the Notes without the conversion feature associated with the embedded derivative, a discounted cash flow approach was used. The key valuation assumptions used consist of the price of our common stock, a risk free interest rate based on the average yield of a similarly termed Treasury Note and the historical volatility of our common stock over a period of similar length to the term of the instrument, all as of the measurement dates. The embedded derivatives were recorded on the balance sheet at their estimated fair values. Debt discounts are amortized over the life of the debt using the effective interest rate method. The fair value of the embedded derivative will be measured and recorded at fair value each subsequent reporting period and changes in fair value will be recognized in the statement of operations as a gain or loss on derivative We have recorded each of the instruments’ derivative liability balances on our balance sheet in the Derivative liabilities account; the carrying amount of each host contract has been recorded in Convertible note payable; On our statement of operations we have recorded gains (losses) resulting from fair value adjustments in Change in fair value of derivative liabilities and Gain on extinguishment of debt; we have recognized the amortization costs in Interest expense, net KBM Worldwide, Inc On January 23, 2015, we entered into a similar Securities Purchase Agreement with KBM Worldwide, Inc. ("KBM") providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $154,000. The Note was signed as of January 23, 2015 and was funded on January 23, 2015, with the Company receiving $150,000 of net proceeds after payment of KBM's legal fees. The Note bears interest at the rate of 8% per annum, is due and payable on October 16, 2015, and may be converted by KBM at any time after 180 days of the date of closing into shares our common stock at a conversion price equal to a 39% discount of the lowest closing bid price (as determined in the Note) calculated at the time of conversion. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. On July 16, 2015 with a payment of $213,908, constituting a repayment of the principle as well as payment of interest and a prepayment fee of 25% of the outstanding balance at payoff, the Note was assigned to Vinay Holdings. The Note was prepaid using funds invested by Vinay expressly for the purpose of purchasing the KBM Note. Iconic Holdings, LLC Note #1 On February 13, 2015, we entered into a Note Purchase Agreement with Iconic Holdings, LLC (“Iconic”) providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $108,000. On February 13, 2015, the Note was funded and we received $100,000 with $8,000 retained by Iconic through an original issue discount for due diligence and legal expenses related to this transaction. The Note bears interest at the rate of 8% per annum, is due and payable on February 13, 2016. Iconic shall have the right to convert any unpaid sums into our common stock at the rate of 60% of the lowest trading price reported in the 15 days prior to date of conversion, subject to adjustment as described in the Note. The Note also provides that Iconic will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by Iconic and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 9.99% of our outstanding shares of common stock. During the first 180 days following the date of the Note, we had the right to prepay the principal and accrued but unpaid interest due under the Note, together with any other amounts we may owe the holder under the terms of the Note, at a graduating premium ranging from 105% to 135% of face value. After this initial 180 day period, we do not have a right to prepay the note without written consent from Iconic. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. On August 10, 2015 we elected to prepay the Note. We fully extinguished the Note with a payment of $154,440 constituting a repayment of the principal as well as accrued interest and a 35% prepayment fee. Note #2 On September 21, 2015, we entered into an additional Note Purchase Agreement with Iconic providing for the purchase of a second Convertible Promissory Note ("Second Note") in the aggregate principal amount of $162,000. On September 21, 2015, the Second Note was funded and we received $150,000 with $12,000 retained by Iconic through an original issue discount for due diligence and legal expenses related to this transaction. The proceeds of the Second Note where used to extinguish the outstanding JMJ Financial note (see below) in addition to general working capital. The Second Note bears interest at the rate of 8% per annum, is due and payable on February 13, 2016. Iconic shall have the right to convert any unpaid sums into our common stock at the rate of 60% of the lowest trading price reported in the 15 days prior to date of conversion, subject to adjustment as described in the Second Note. The Second Note also provides that Iconic will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by Iconic and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 9.99% of our outstanding shares of common stock. During the first 180 days following the date of the Second Note, we have the right to prepay the principal and accrued but unpaid interest due under the Second Note, together with any other amounts we may owe the holder under the terms of the Second Note, at a graduating premium ranging from 105% to 135% of face value. After this initial 180 day period, we do not have a right to prepay the note without written consent from Iconic. The Second Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Second Note in the event of such defaults. JMJ Financial On March 24, 2015, we issued to JMJ Financial (the “Investor”) a convertible promissory note in the principal amount of $250,000 with an original issue discount of $25,000 (the “Note”). The Note is due in March 2017. As of March 25, 2015, the Investor funded $65,000 pursuant the Note. We may repay the Investor within 90 days of issuance without any interest payment. Thereafter, we may not make any payment until the Note matures, unless such payment is approved by the Investor. Interest accrues at the rate of 12% per annum with respect to any payment made after the initial 90-day period. At any time after 180 days of the Effective Date, the Investor may convert all or part of the Note into shares of our common stock at (a) the lesser of $0.08 or (b) 65% of the lowest trading price in the 25 trading days prior to the conversion. On September 22, 2015 we elected to prepay the Note. We fully extinguished the Note with a payment of $121,333 constituting a repayment of the principal as well as accrued interest and a 50% prepayment fee. Typenex Co-Investment, LLC On March 2, 2015, we entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC ("Typenex"), for the sale of a 10% convertible note in the principal amount of $168,000 (which includes Typenex legal expenses in the amount of $3,000 and a $15,000 original issue discount) (the “Note”) in exchange for proceeds of $150,000 to the Company. The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on February 2, 2016. The Note is convertible into common stock, at Typenex’s option, at the lesser of (i) $0.10, and (ii) 65% (the “Conversion Factor”) of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable conversion, provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.05, then in such event the then-current Conversion Factor shall be reduced to 60% for all future Conversions, subject to other reductions set forth in the Note. In the event we elect to prepay all or any portion of the Note, we are required to pay to Typenex an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Note includes customary event of default provisions. Typenex has agreed to restrict its ability to convert the Note and receive shares of our common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. We extinguished the Note on July 30, 2015 with a payment of $218,934 constituting a repayment of the principle as well as payment of interest and a prepayment fee of 25% of the outstanding balance at payoff. Additionally, we granted Typenex warrants (“Warrants”) to purchase shares of our common stock, $.001 par value. The Warrants will entitle the holder to purchase a number of shares equal to $84,000 divided by the Conversion Factor multiplied by the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding March 2, 2015, as such number may be adjusted from time to time pursuant to the terms of the Warrants. The Warrants are exercisable for five years at $0.10 per share subject to certain anti-dilution provisions set forth in the Warrants. On September 23, 2015 Typenex elected to fully exercise their Warrants and were issued 2,724,493 shares according to the terms of the agreement. All of the above Notes and Warrants were issued in transactions 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 and Rule 506 of Regulation D promulgated pursuant to that act by the SEC. Vinay Holdings On May 4, 2015, we entered into a Securities Purchase Agreement with Vinay Holdings. ("Vinay") providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $150,000. The Note bears interest at the rate of 8% per annum, is due and payable on November 4, 2015, and may be converted by Vinay at any time after 180 days of the date of closing into shares our common stock at a conversion price equal to a 39% discount of the lowest closing bid price (as determined in the Note) calculated at the time of conversion. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. In addition on June 6, 2015, we entered into a similar Securities Purchase Agreement with Vinay Holdings. ("Vinay") providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $100,000. The Note bears interest at the rate of 8% per annum, is due and payable on October 16, 2015, and may be converted by Vinay at any time after 180 days of the date of closing into shares our common stock at a conversion price equal to a 39% discount of the lowest closing bid price (as determined in the Note) calculated at the time of conversion. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. On July 16, 2015 Vinay was assigned the Note formerly held by KBM Worldwide, Inc. dated January 23, 2015. The note was due and payable on October 16, 2015. Vinay has granted a waiver of default and the note is currently in good standing. The assignment was the result of our prepayment of the Note to KBM Worldwide, Inc. with funds invested by Vinay Holdings expressly for the purpose of the Note assignment. |
DEPARTURES OF OFFICERS AND DIRECTORS |
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Departures Of Officers and Directors [Abstract] | |||||
Departures Of Officers and Directors [Text Block] |
On July 16, 2015, Jonathan Weiss resigned as our Chief Financial Officer. Mr. Weiss's resignation was not the result of any disagreement with our policies, practices or procedures. Mr. Weiss continues to hold 320,000 shares of our restricted common stock or approximately 0.3% of the issued and outstanding common. On July 16, 2015, the Board of Directors appointed Richard Corredera as our new Chief Financial Officer. Mr. Corredera joined CrowdGather in May 2014 resulting from the merger with Plaor, Inc., and has served, and will continue to serve, as our Chief Operating Officer. Mr. Corredera has approximately 20 years of experience in software engineering, systems design and business development. From April 2012 to the present, Mr. Corredera has served as President and Chief Operating Officer of Plaor where he manages the business operations of Plaor including strategic business development, compliance, and accounting. Mr. Corredera is an enrolled agent and admitted to practice before the Internal Revenue Service. On July 17, 2015, Jonathan Dariyanani resigned as a director of CrowdGather, Inc. Mr. Dariyanani's resignation was not the result of any disagreement with our policies, practices, or procedures. |
SUBSEQUENT EVENTS |
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Subsequent Events [Abstract] | ||||
Subsequent Events [Text Block] |
On November 15, 2015, we issued a Promissory Note for $50,000 received from Vinay Holdings. The proceeds are used to provide us with working capital. Under the terms of the Note, we agree to repay the principal including interest at 12%. The Note, including interest, is due November 15, 2016. On December 1, 2015, we issued a Promissory Note for $50,000 received from Vinay Holdings. The proceeds are used to provide us with working capital. Under the terms of the Note, we agree to repay the principal including interest at 12%. The Note, including interest, is due December 1, 2016. |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Accounting Policies [Abstract] | ||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include our activities and our wholly-owned subsidiaries, Adisn, Inc. and Plaor, Inc. All intercompany transactions have been eliminated. |
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Basis of Accounting, Policy [Policy Text Block] | 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 have 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, 2015. 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 months ended October 31, 2015, 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, 2015, included in our annual report on Form 10-K. |
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Use of Estimates, Policy [Policy Text Block] | 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. |
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Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | 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. |
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Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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 qualitative 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. |
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Investment, Policy [Policy Text Block] | 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. |
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Inventory, Policy [Policy Text Block] | Inventory Inventory is valued at the lower of cost or market, using the first-in, first-out (FIFO) method. |
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Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition We currently work with third-party advertising networks and advertisers pay for advertising on a cost per thousand impressions, cost per click or cost per action basis. We also derive revenue from the sale of virtual goods associated with our online games, as well as from services provided for customer events. 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. Online Game We operate Mega Fame Casino (“MFC”), a full-featured free-to-play online social casino. MFC is available on Facebook, Google Play, and the Apple App Store. MFC generates revenue through the sale of virtual currency to players that they may exchange to play at any of our online slot machines, video poker machines, Hold’em style poker tables, or for other features and experiences available within MFC. Players can pay for our virtual currency using Facebook credits (prior to July 2013) or Facebook local currency payments (beginning July 2013) when playing our games through Facebook and can use other payment methods such as credit cards or PayPal on other platforms. Revenue from the sale of virtual currency to players is recognized when the service has been provided to the player, assuming all other revenue recognition criteria have been met. We have determined that an implied obligation exists by the Company to the paying player to continue displaying the purchased virtual goods within the online game over their estimated life or until they are consumed. The proceeds from the sale of virtual goods are initially recorded as deferred revenue. We recognize revenue as the goods are consumed, assuming all other revenue recognition criteria have been met, which is generally over a period of 90 days. Events Our games also offer unique interactions with a large number of well-known celebrities from film, television, professional sports, and the music industry. Through a combination of regularly scheduled events and special events, our players can play and interact with their favorite stars in ways not known to be available in other social games. Our most popular celebrity event is our bi-weekly celebrity shootout tournament. We recognize revenue upon conclusion of the event, assuming all other revenue recognition criteria have been met. |
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Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue Advance payments from customers that are non-refundable and relate to non-cancellable contracts that specify our obligations are recorded to deferred revenue until the aforementioned revenue recognition criteria have been met. |
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Cost of Sales, Policy [Policy Text Block] | Cost of Revenue Our cost of revenue consists primarily of the direct expenses incurred in order to generate online game revenue. Such costs are recorded as incurred. Our cost of revenue consists primarily of hosting and data center costs related to operating our online games, royalty fees and expenses for hosting celebrity events, primarily appearance and facility fees. Additionally, expenses relating to the fulfillment of specific customer advertising campaigns and the costs associated with the manufacturing and distribution of our synthetic human pheromone consumer products are included in our cost of revenue as well. |
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Compensation Related Costs, Policy [Policy Text Block] | 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. |
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Internal Use Software, Policy [Policy Text Block] | Internal-Use Software Development Costs We expense costs as incurred for internal-use software during the preliminary stages of development. Costs incurred by us during the application development stage are capitalized, subject to their recoverability. All costs incurred after the software has been implemented and is fully operational are expensed as incurred. As of October 31, 2015, we have not capitalized any internal-use software development costs. |
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Comprehensive Income, Policy [Policy Text Block] | 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 $798,000 and $1,741,000 for the three and six months ended October 31, 2015, respectively. |
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New Accounting Pronouncements, Policy [Policy Text Block] | 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. |
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Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the current year presentation. |
ACQUISITION (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] | The total value of the acquisition was approximately $6,058,000 and has been allocated in accordance with ASC 805 as per the Company’s valuation estimate as follows:
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PROPERTY AND EQUIPMENT (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following:
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INTANGIBLE ASSETS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangibles consist of the following:
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STOCK OPTIONS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the status of our unvested shares as of October 31, 2015 is presented below:
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Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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:
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SEGMENT INFORMATION (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interim Period, Costs Not Allocable [Table Text Block] | Interim segment information for sales and related costs for the six months ended October 31, 2015 and 2014 was as follows:
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NOTES PAYABLE AND DERIVATIVE LIABILITIES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Embedded Warrant and Host Contract [Table Text Block] | Notes and Warrant Purchase Agreements
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Schedule Of Embedded Convertible Feature and Host Contract [Table Text Block] | Note, Securities Purchase Agreement, and Warrant Purchase Agreement
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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
3 Months Ended | 6 Months Ended |
---|---|---|
Oct. 31, 2015 |
Oct. 31, 2015 |
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Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 798,000 | $ 1,741,000 |
GOING CONCERN (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Apr. 30, 2015 |
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Net Income (Loss) Attributable to Parent | $ (798,037) | $ (1,650,869) | $ (1,742,022) | $ (4,887,315) | |
Retained Earnings (Accumulated Deficit) | $ (32,299,372) | $ (32,299,372) | $ (29,892,286) |
ACQUISITION (Details) - USD ($) |
1 Months Ended | ||
---|---|---|---|
May. 19, 2014 |
Oct. 31, 2015 |
Apr. 30, 2015 |
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Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 55,075,801 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.001 | $ 0.001 |
Business Acquisition, Share Price | $ 0.11 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 6,058,000 |
ACQUISITION (Details) - Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable |
Oct. 31, 2015
USD ($)
|
---|---|
Cash and cash equivalent | $ 102,000 |
Accounts receivable, Net | 87,000 |
Prepaids and other assets | 25,000 |
Property and equipment | 18,000 |
Amortizable intangible assets: | |
Trademarks, trade name, licensing and branding | 4,240,938 |
Goodwill allocated | 1,817,400 |
Total assets acquired | 6,290,338 |
Fair value of liabilities assumed | (232,000) |
Net fair value | $ 6,058,338 |
INVENTORY (Details) |
Oct. 31, 2015
USD ($)
|
---|---|
Inventory [Line Items] | |
Inventory, Finished Goods, Net of Reserves | $ 31,000 |
INVESTMENTS (Details) - USD ($) |
1 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 02, 2014 |
Dec. 01, 2014 |
Nov. 21, 2014 |
Oct. 31, 2015 |
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Investment In Stock Conversion Disclosure [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | 10,000,000 | 1,250,000 | |
Restricted Stock [Member] | ||||
Investment In Stock Conversion Disclosure [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 50,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 714,286 |
PROPERTY AND EQUIPMENT (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
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Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 12,000 | $ 59,000 |
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) |
Oct. 31, 2015 |
Apr. 30, 2015 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 666,000 | $ 666,000 |
Less: accumulated depreciation | (639,209) | (625,097) |
Property, Plant and Equipment, Net | 27,033 | 41,143 |
Furniture, fixtures and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 34,000 | 34,000 |
Computers, software, servers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 620,000 | 620,000 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,000 | $ 12,000 |
CONCENTRATIONS OF CREDIT RISK (Details) |
6 Months Ended |
---|---|
Oct. 31, 2015 | |
Accounts Receivable [Member] | Three Platforms [Member] | |
Concentration Risk, Percentage | 100.00% |
INTANGIBLE ASSETS (Details) - USD ($) |
6 Months Ended | ||||
---|---|---|---|---|---|
Aug. 11, 2015 |
Oct. 31, 2015 |
Apr. 30, 2015 |
Oct. 31, 2014 |
May. 19, 2014 |
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Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 390,000 | $ 389,000 | |||
Impaired Intangible Asset, Facts and Circumstances Leading to Impairment | 16,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.01 | ||
Weedtracker.com [Member] | |||||
Payments to Acquire Productive Assets | $ 1,000 | ||||
Stock Issued During Period, Shares, Purchase of Assets | 28,571 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Shares Issued, Price Per Share | $ 0.05 |
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) |
6 Months Ended | |
---|---|---|
Oct. 31, 2015 |
Apr. 30, 2015 |
|
Finite-Lived Intangible Assets, Gross | $ 8,464,000 | $ 8,477,000 |
Less: accumulated amortization | (1,202,716) | (812,846) |
Finite-Lived Intangible Assets, Net | 7,261,000 | 7,664,000 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 4,066,000 | 4,066,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 4,398,000 | $ 4,411,000 |
Indefinite Lived Intangible Asset Useful Term | Indefinite |
PREFERRED SERIES B STOCK (Details) - USD ($) |
1 Months Ended | |||
---|---|---|---|---|
Apr. 08, 2013 |
Dec. 01, 2014 |
Apr. 30, 2014 |
Apr. 30, 2013 |
|
Class of Stock [Line Items] | ||||
Convertible Debt, Noncurrent | $ 1,100,000 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 5,500,000 | |||
Preferred Stock, Shares Subscribed but Unissued | 10,000,000 | |||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 30,000,000 | |||
Preferred Stock, Shares Authorized | 1,000,000 | |||
Exchange Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.11 | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Redemption Price Per Share | $ 1.00 | $ 1.00 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,000,000 | 1,000,000 | ||
Additional Paid in Capital, Preferred Stock | $ 1,000,000 | $ 1,000,000 | ||
Common Stock Additional Shares Issued | 10,000,000 | 10,000,000 | ||
Share Price | $ 0.08 | $ 0.08 | ||
Certificate of Designation [Member] | ||||
Class of Stock [Line Items] | ||||
Description on Certificate of Designation of Relative Rights and Preferences of Preferred Stock | (i) the conversion price for the shares of Series B Shares is the price per share equal to the quotient of the original issue price of $1.00 per share (the Original Issue Price) divided by the number of shares of common stock into which each share of Series B Shares may be converted (the Conversion Rate), subject to adjustment from time to time for recapitalizations and as otherwise set forth in the Certificate of Designation; (ii) each share of Series B Shares is convertible into shares of common stock at the option of the holder at any time after the date of issuance at a Conversion Rate of 20 shares of common stock for each share of Series B Shares; (iii) the holder of outstanding Series B Shares will be entitled to receive dividends, when declared by the Board of Directors, at an annual dividend rate of 10% per share of Series B Shares, with such right to receive dividends being cumulative and will accrue and be payable annually; (iv) the shares of Series B Shares may be redeemed by us, at our option, at a redemption price equal to 120% of the amount obtained by multiplying the Original Issue Price of the Series B Shares by the number of shares of Series B Shares to be redeemed from the investor; and (v) so long as any shares of Series B Shares remain outstanding, we will not, among other things, amend or restate any provisions of our Articles of Incorporation or Bylaws, declare or pay dividends on any shares of common stock or other security other than Series B Shares, authorize or issue any equity security having a preference over or being on parity with the Series B Shares, change the authorized number of directors, or enter into indebtedness of more than $1,000,000, without the prior written consent of a majority of outstanding shares of Series B Shares. | |||
Preferred Stock, Shares Authorized | 25,000,000 |
STOCK OPTIONS (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | $ 17,900 | $ 100,000 | $ 78,900 | $ 199,000 |
2008 Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 189,323 | $ 189,323 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 8 years 8 months 16 days |
STOCK OPTIONS (Details) - Schedule of Nonvested Share Activity - 2008 Stock Option Plan [Member] |
3 Months Ended |
---|---|
Oct. 31, 2015
$ / shares
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, May 1, 2014 Number of Shares | shares | 3,210,261 |
Number of shares, Granted | shares | 0 |
Number of shares, Vested | shares | (69,688) |
Less: valuation allowancev | shares | (261,198) |
Non-vested balance, April 30, 2015 Number of Shares | shares | 2,879,375 |
Non-vested balance, May 1, 2014 Weighted Average Grant Date Fair Value | $ / shares | $ 0.1 |
Weighted average, Granted | $ / shares | 0 |
Weighted average, Vested | $ / shares | 0.06 |
Weighted average, Forfeited/Expired | $ / shares | 0 |
Non-vested balance, April 30, 2015 Weighted Average Grant Date Fair Value | $ / shares | $ 0.09 |
STOCK OPTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions |
6 Months Ended |
---|---|
Oct. 31, 2015
USD ($)
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.50% |
Expected volatility | 100.00% |
Expected option life (in years) | 4 years |
Expected dividend yield | $ 0 |
COMMITMENTS AND CONTINGENCIES (Details) |
Oct. 31, 2015
USD ($)
ft²
|
---|---|
Commitments And Contingencies [Line Items] | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | $ | $ 2,553 |
Capital Leases, Future Minimum Payments Due Thereafter | $ | $ 14,000 |
California [Member] | |
Commitments And Contingencies [Line Items] | |
Area of Land | ft² | 1,309 |
Boston [Member] | |
Commitments And Contingencies [Line Items] | |
Area of Land | ft² | 10,000 |
SEGMENT INFORMATION (Details) - Interim segment information for sales and related costs - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
|
Revenues: | ||||
Revenues | $ 518,964 | $ 393,734 | $ 1,228,115 | $ 800,324 |
Cost of Revenues: | ||||
Cost of Revenue | 95,976 | 147,445 | 253,268 | 254,914 |
Gross Profit: | ||||
Total gross profit | $ 462,989 | $ 246,289 | 974,847 | 545,410 |
Forum advertising [Member] | ||||
Revenues: | ||||
Revenues | 257,000 | 385,000 | ||
Cost of Revenues: | ||||
Cost of Revenue | 1,000 | 2,000 | ||
Gross Profit: | ||||
Total gross profit | 256,000 | 383,500 | ||
Social gaming [Member] | ||||
Revenues: | ||||
Revenues | 971,000 | 415,000 | ||
Cost of Revenues: | ||||
Cost of Revenue | 252,000 | 253,000 | ||
Gross Profit: | ||||
Total gross profit | $ 719,000 | $ 162,000 |
PROVISION FOR INCOME TAXES (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Apr. 30, 2015 |
Apr. 30, 2014 |
|
Provision For Income Taxes [Line Items] | ||
Taxes, Other | $ 800 | $ 800 |
DEPARTURES OF OFFICERS AND DIRECTORS (Details) |
1 Months Ended |
---|---|
Jul. 16, 2015
shares
| |
Business Experience Term | 20 years |
2008 Stock Option Plan [Member] | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 320,000 |
Percentage Of Issued and Outstanding Common Stock | 0.30% |
SUBSEQUENT EVENTS (Details) - Commercial Paper [Member] - Subsequent Event [Member] - USD ($) |
1 Months Ended | |
---|---|---|
Dec. 01, 2015 |
Nov. 15, 2015 |
|
Subsequent Event [Line Items] | ||
Long-term Debt, Gross | $ 50,000 | $ 50,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% |
Debt Instrument, Maturity Date | Dec. 01, 2016 | Nov. 15, 2016 |
1 Year CrowdGather (PK) Chart |
1 Month CrowdGather (PK) Chart |
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