UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~June 9~~July 19, 2016

CROWDGATHER, INC.

(Exact name of registrant as specified in its charter)

NEVADA		000-52143		20-2706319
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~SECTION ~~1.01~~3 ~~Entry~~- SECURITIES ~~into~~AND aTRADING ~~Material Definitive Agreement~~MARKETS

OnItem ~~June 7, 2016, CrowdGather, Inc~~3.02 ~~(the "Company"~~Unregistered orSales ~~"we") entered into a subscription agreement and issued a Convertible Promissory Note ("Note") with an aggregate principal amount~~ of ~~$50,000~~Equity to Vinay Holdings ("Vinay"). On June 7, 2016, the Note was funded and the Company received $50,000. The Note bears interest at the rate of 12% per annum and matures 90 days following June 7, 2016. On the 90th day the balance of the note will be converted to common stock of the Company at $0.01 or a market adjusted price in certain circumstances. In addition to the common stock issued upon conversion Vinay also received warrants in an amount of 50% of the amount of common shares of the Company converted, such warrants expiring three years from the date of issuance, at an exercise price of $.03 per share.Securities

On ~~June~~July 719, 2016, ~~CrowdGather~~Crowdgather, Inc. (the "Company" ~~or "we"~~) ~~entered~~ ~~into~~issued a5,793,267 ~~subscription agreement~~shares ~~and~~of ~~issued~~restricted acommon ~~Convertible~~stock ~~Promissory~~to Sanjay ~~Note~~Sabnani (~~"Note"~~CEO) ~~with~~ anrelated ~~aggregate principal~~to ~~amount~~a of $7556,000 toloan anon ~~investor~~April ~~("Investor"). On June 7~~13, ~~2016, the Note was funded and the Company received $75,000~~2015. The ~~Note bears interest at~~ ~~the~~shares ~~rate~~were ofissued ~~12%~~pursuant ~~per~~to ~~annum~~a ~~and~~settlement ~~matures~~of 90a ~~days~~Promissory ~~following~~Note. Mr. ~~June~~Sabnani 7,converted ~~2016. On~~ the ~~90th~~remaining ~~day~~$57,932.67 ~~the~~due ~~balance~~to ofhim ~~the~~into ~~note~~5,793,267 ~~will~~shares beof ~~converted~~restricted to common stock of ~~the~~CrowdGather, ~~Company~~Inc. The atconversion rate was $0.01 orper ashare ~~market~~and ~~adjusted price in certain circumstances.~~ this ~~In addition to the common stock issued upon~~ conversion ~~the~~extinguishes ~~investor also received warrants in an amount of 50% of~~ the ~~amount of common shares of the Company converted, such warrants expiring three years from the date of issuance, at an exercise price of $~~Note.~~03 per share.~~

The ~~foregoing~~Registrant ~~descriptions~~relied upon Section 4(a) of the ~~subscription agreements~~Securities ~~and~~Act ~~notes~~of ~~issued~~1933, byas ~~the~~amended, ~~Company~~for isthe ~~qualified~~offer inand sale of its ~~entirety~~stock. It ~~by reference~~believed tothat ~~the~~Section ~~full~~4(a) ~~text~~was ofavailable because the offer ~~form~~and ~~Note~~sale ~~and~~was ~~related~~not ~~Subscription~~a ~~Agreement, which~~public ~~are~~offering ~~included~~of asits ~~exhibits~~securities toand ~~this~~there ~~Current~~was ~~Report~~no general onsolicitation ~~Form~~or ~~8-K~~general ~~and~~advertising ~~are incorporated~~involved byin ~~reference~~the offer or sale.

~~Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~SIGNATURES

~~The~~Pursuant to ~~disclosures~~the ~~under~~requirements ~~Item~~of ~~1.01~~the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report~~to be signed on ~~Form~~its ~~8-K~~behalf by the undersigned hereunto duly authorized.

~~-1-~~CrowdGather, Inc.

~~Item~~By: ~~9.01 Exhibits.~~

~~The~~/s/ ~~following~~Sanjay ~~exhibits are filed with this report on Form 8-K.~~Sabnani

Exhibit Number		Exhibit
10.1		Form of Convertible Promissory Note
10.2		Form of Subscription Agreement

____________________________________

~~SIGNATURES~~Sanjay Sabnani

~~Pursuant to~~Title: ~~the requirements of the Securities Exchange Act of 1934~~CEO, ~~the registrant has~~ ~~duly~~President, ~~caused~~Secretary, ~~this~~Director ~~report~~and toChairman beof ~~signed on its behalf by~~ the ~~undersigned hereunto duly authorized.~~Board

~~CrowdGather~~Date: July 20, ~~Inc.~~ 2016

By:

/s/ Sanjay Sabnani

____________________________________

Sanjay Sabnani

Title: CEO, President, Secretary, Director and Chairman of the Board

Date: June 9, 2016

-2-

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