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| COFF.OB > SEC Filings for COFF.OB > Form 8-K on 10-Jul-2009 | All Recent SEC Filings |
10-Jul-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhibi
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.
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
Exhibit No. Description
2.01 Agreement and Plan of Reorganization dated of July 6, 2009,
99.1 Press Release dated July 10, 2009
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