croff_8k-070709.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): July 7, 2009
Croff
Enterprises, Inc.
(Exact
name of Registrant as specified in its charter)
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Utah
(State
or other jurisdiction of incorporation or organization)
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000-16731
(Commission
File Number)
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87-0233535
(IRS
employer identification no.)
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9903
Santa Monica Blvd, Suite 287, Beverly Hills, California
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90212
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(818)
735-0050
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_______________________________________________________
(Registrant’s
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive
Agreement.
On July
6, 2009 Croff Enterprises, Inc. (“COFF” or the
“Company”) entered into an Agreement and Plan of Reorganization (the “Merger
Agreement”) with America’s Minority Health Network, Inc. (“AMHN”), and two of
its principal shareholders. AMHN is a development stage corporation that is
engaged in providing direct to consumer television programming in medical
offices that are focused on delivering health care to members of
African-American communities and other minorities located across the United
States. The Company believes that AMHN combines innovative programming that
provides increased health education awareness to patients and families visiting
their physicians and medical care givers while also delivering targeted
advertising that may effectively address community concerns and interests. COFF
and AMHN expect to complete the merger of AMHN into a wholly owned subsidiary of
COFF by July 31, 2009. COFF currently has no business operations or revenue
source. On completion of the merger, AMHN will become a wholly owned subsidiary
of the Company, the shareholders of AMHN will become the dominant shareholders
of the Company, and the business and operations of AMHN will become the business
and operations of the Company. The completion of the merger is subject to
further due diligence, confirmation of representations and warranties and
various other standard conditions to closing. No assurance can be given that
this transaction will close. A copy of the Merger Agreement is attached to this
Current Report on Form 8-K as Exhibit 2.01 and the description of the
transaction set forth herein is qualified in its entirety by reference to that
agreement.
Item
9.01 Financial Statements and Exhibits.
On July
10, 2009 Croff Enterprises, Inc. issued a press release reporting it has entered
into an Agreement and Plan of Reorganization with America’s Minority Health
Network, Inc. A copy of that press release is attached to this report as Exhibit
99.1.
(d)
Exhibits
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Exhibit
No.
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Description
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2.01
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Agreement
and Plan of Reorganization dated of July 6, 2009,
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99.1
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Press
Release dated July 10,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Croff
Enterprises, Inc.
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By:
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/s/ Gregory
R. Woodhill |
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Gregory
R. Woodhill |
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President
and Chief Financial Officer |
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