The following information is being furnished pursuant to both Item 2.02 and Item 7.01.

On May 1, 2008, Rainmaker Systems, Inc. (the "Company") issued a press release reporting financial results for the three months ended March 31, 2008. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The press release, which has been attached hereto as Exhibit 99.1, discloses certain financial measures, such as non-GAAP net income and EBITDA, that may be considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. These measures should be considered in addition to, not as a substitute for, or superior to, financial measures prepared in accordance with generally accepted accounting principles. The non-GAAP financial measures included in our press release have been reconciled to what we believe is the nearest GAAP measure as is required under SEC rules regarding the use of non-GAAP financial measures.

As used herein, "GAAP" refers to accounting principles generally accepted in the United States.

(d) Exhibits

Exhibit No.   Description
99.1          Press Release dated May 1, 2008, issued by Rainmaker Systems, Inc.,
              reporting financial results for the three months ended March 31, 2008.