TherapeuticsMD, Inc. - Quarter Report: 2008 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended March
31, 2008
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from N/A to N/A
Commission
File Number: 000-16731
CROFF ENTERPRISES,
INC.
(Exact
Name of Registrant As Specified In Its Charter)
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Utah
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3773 Cherry Creek Drive North, Suite
1025
Denver, Colorado
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80209
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State
of Incorporation
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Address
of principal executive offices
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Zip
Code
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(303) 383-1555
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87-0233535
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Registrant’s
telephone number, including area code
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I.R.S.
Employer Identification Number
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Securities
registered pursuant to Section 12(b) of the Act: 0
Securities
registered pursuant to Section 12(g) of the Act: 551,244-Common
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$0.10 Par Value
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None
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Title
of each class
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Name
of each exchange on which
registered
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Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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. YES x NO
o
Indicate
by checkmark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition
of “accelerated filer, large accelerated filer, and smaller reporting company”
in Rule12b-2 of the Exchange Act.
Large
acclerated filer o Accelerated
filer o Non-accelerated
filer o Smaller Reporting Company x
Indicate
by checkmark whether the registrant is a shell company (as defined by Rule12b-2)
of the Exchange Act) YES x NO
o
As of May
1, 2008, the aggregate market value of the common voting stock held by
non-affiliates of the Registrant, computed by reference to the average of the
bid and ask price on such date was: $210,000.
As of May
1, 2008, the Registrant had outstanding 516,799 shares of common stock (excludes
102,644 common shares held as treasury stock).
CROFF ENTERPRISES,
INC.
INDEX
INDEX TO
INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q)
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED)
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Page
Number
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PART
I. UNAUDITED FINANCIAL INFORMATION
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Item
1. Unaudited Financial Statements
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3 –
8
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Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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9
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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10
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Item
4. Controls and Procedures
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10
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PART
II. OTHER INFORMATION
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Item
6. Exhibits and Reports on Form 8-K
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11
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Signatures
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11
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Certifications
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Attached
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- 2
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Forward-Looking
Statements & Engineering Reports
Certain
information included in this report, other materials filed or to be filed by the
Company with the Securities and Exchange Commission (“SEC”), as well as
information included in oral statements or other written statements made or to
be made by the Company contain or incorporate by reference certain forward
looking statements (other than statements of historical or present fact) within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.
All
statements, other than statements of historical or present facts, that address
activities, events, outcomes or developments that the Company plans, expects,
believes, assumes, budgets, predicts, forecasts, estimates, projects, intends or
anticipates (and other similar expressions) will or may occur in the future are
forward looking statements. These forward-looking statements are based on
management’s current belief, based on currently available information, as to the
outcome and timing of future events. When considering forward-looking
statements, you should keep in mind the cautionary statements in this Form 10-Q
and the Company’s Annual Report on Form 10-K for the year ended December 31,
2007. Such forward-looking statements appear in a number of places and include
statements with respect to, among other things, such matters as: future capital,
development and exploration expenditures (including the amount and nature
thereof), drilling, deepening or refracing of wells, oil and natural gas reserve
estimates (including estimates of future net revenues associated with such
reserves and the present value of such future net revenues), expansion and
growth of the Company’s operations, the opportunity and risk factors in seeking
a corporate acquisition, cash flow and anticipated liquidity, prospects and
development and property acquisitions, obtaining financial or industry partners
for prospect or program development, or marketing of oil and natural gas. We
caution you that these forward-looking statements are subject to risks and
uncertainties. These risks include, but are not limited to: general
economic conditions, the Company’s ability to finance acquisitions, the market
price of oil and natural gas, the risks associated with being a shell company,
the strength and financial resources of the Company’s competitors, the Company’s
ability to find and retain skilled personnel, climatic conditions, labor
relations, availability and cost of material and equipment, environmental risks,
the results of financing efforts, regulatory developments and the other risks
described in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2007.
Should
one or more of the risks or uncertainties described above or elsewhere in this
Form 10-Q or presented in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2007 occur, or should underlying assumptions prove incorrect,
actual results and plans could differ materially from those expressed in any
forward-looking statements. We specifically disclaim all responsibility to
publicly update any information contained in a forward-looking statement or any
forward-looking statement in its entirety and therefore disclaim any resulting
liability for potentially related damages.
All
forward-looking statements attributable to us are expressly qualified in their
entirety by this cautionary statement.
PART
I. UNAUDITED FINANCIAL INFORMATION
ITEM
1. UNAUDITED FINANCIAL STATEMENTS
The
financial statements included herein have been prepared in conformity with
generally accepted accounting principles. The statements are unaudited but
reflect all adjustments, which, in the opinion of management, are necessary to
fairly present the Company’s financial position and results of operations. All
such adjustments are of a normal recurring nature.
- 3
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CROFF
ENTERPRISES, INC.
BALANCE
SHEETS
(Unaudited)
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December 31,
2007
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March 31,
2008
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|||||||
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ASSETS
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||||||||
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Current
assets
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||||||||
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Cash
and cash equivalents
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$ | 408,634 | $ | 360,984 | ||||
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Accounts
receivable
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86,730 | 68,174 | ||||||
| 495,364 | 429,158 | |||||||
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Total
assets
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$ | 495,364 | $ | 429,158 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||
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Current
liabilities
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||||||||
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Accounts
payable
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$ | 7,159 | $ | 15,500 | ||||
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Current
portion of ARO liability
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-- | -- | ||||||
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Accrued
liabilities
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70,667 | 68,612 | ||||||
| 77,826 | 84,112 | |||||||
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Stockholders’
equity:
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||||||||
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Class
A Preferred stock, no par value,
10,000,000 shares authorized, none issued
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-- | -- | ||||||
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Common stock, $.10 par value; 50,000,000 shares authorized,
620,643 shares issued and outstanding
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62,064 | 62,064 | ||||||
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Capital
in excess of par value
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439,615 | 439,615 | ||||||
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Treasury stock, at cost, 69,399 in 2007 and 98,644 shares in
2008
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(107,794 | ) | (147,604 | ) | ||||
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Retained earnings (deficit)
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23,653 | (9,029 | ) | |||||
| 417,538 | 345,046 | |||||||
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Total
liabilities and stockholders’ equity
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$ | 495,364 | $ | 429,158 | ||||
See
accompanying notes to unaudited condensed financial statements.
- 4
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CROFF
ENTERPRISES, INC.
STATEMENTS
OF OPERATIONS
For the
three months ended March 31, 2007 and 2008
(Unaudited)
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2007
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2008
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|||||||
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As
Restated
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||||||||
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Revenues
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||||||||
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Oil
and natural gas sales
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$ | -- | $ | -- | ||||
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Other
income (lease payments)
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-- | -- | ||||||
| -- | -- | |||||||
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Expenses
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||||||||
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Lease
operating expense including production taxes
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-- | -- | ||||||
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Proposed
drilling program
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-- | -- | ||||||
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General
and administrative
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16,743 | 32,122 | ||||||
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Overhead
expense, related party
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3,000 | 3,000 | ||||||
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Accretion
expense
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-- | -- | ||||||
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Depletion
and depreciation
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-- | -- | ||||||
| 19,743 | 35,122 | |||||||
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(Loss)
from operations
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(19,743 | ) | (35,122 | ) | ||||
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Other
income (expense)
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Interest income
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11,149 | 2,441 | ||||||
| 11,149 | 2,441 | |||||||
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(Loss)
from continuing operations before income taxes
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(8,594 | ) | (32,681 | ) | ||||
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Provision for income taxes
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-- | -- | ||||||
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Income
(loss) from continuing operations
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(8,594 | ) | (32,681 | ) | ||||
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Discontinued
operations:
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Income from operations of discontinued component
(including loss on disposal in 2007 of $93,371)
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84,966 | -- | ||||||
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Provision for income taxes
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22,000 | -- | ||||||
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Income
from discontinued operations
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62,966 | -- | ||||||
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Net
income (loss)
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$ | 54,372 | $ | (32,681 | ) | |||
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Net
income applicable to preferred B shares
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$ | 50,891 | $ | -- | ||||
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Net
income (loss) applicable to common shares
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$ | 3,481 | $ | (32,681 | ) | |||
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Basic
and diluted (loss) from continuing operations
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$ | (0.02 | ) | $ | (0.06 | ) | ||
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Basic
and diluted income from discontinued operations
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$ | 0.84 | $ | -- | ||||
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Basic
and diluted net income (loss) per common share
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$ | 0.01 | $ | (0.06 | ) | |||
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Weighted
average per outstanding shares
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551,224 | 521,979 | ||||||
See
accompanying notes to unaudited condensed financial statements.
- 5
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CROFF
ENTERPRISES, INC.
STATEMENTS
OF STOCKHOLDERS’ EQUITY
For the
year ended December 31, 2007 and the three months ended March 31,
2008
(Unaudited)
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Common stock
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||||||||||||||||||||
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Shares
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Amount
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Capital in excess of par
value
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Treasury stock
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Accumulated earnings
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||||||||||||||||
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Balance
at December 31, 2007
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620,643 | $ | 62,064 | $ | 439,715 | $ | (107,794 | ) | $ | 23,653 | ||||||||||
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Net
income for the three months ended March 31, 2008
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-- | -- | -- | -- | (32,681 | ) | ||||||||||||||
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Purchase
of treasury stock
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-- | -- | -- | (39,810 | ) | -- | ||||||||||||||
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Balance
at March 31, 2008
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620,643 | $ | 62,064 | $ | 155,715 | $ | (147,604 | ) | $ | (9,028 | ) | |||||||||
See
accompanying notes to unaudited condensed financial statements.
- 6
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CROFF
ENTERPRISES, INC.
STATEMENTS
OF CASH FLOWS
For the
three months ended March 31, 2007 and 2008
(Unaudited)
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2007
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2008
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Cash
flows from operating activities:
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||||||||
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Net
income (loss)
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$ | 54,372 | $ | (32,682 | ) | |||
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Adjustments
to reconcile net income to net cash provided by operating
activities:
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||||||||
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Depletion,
depreciation and accretion
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14,114 | -- | ||||||
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Changes
in operating assets and liabilities:
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||||||||
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Accounts
receivable
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(12,540 | ) | 18,556 | |||||
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Accounts
payable
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(410 | ) | 8,341 | |||||
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Accrued
liabilities
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2,000 | (2,055 | ) | |||||
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Net
cash provided by operating activities
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80,054 | (7,840 | ) | |||||
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Cash
flows from investing activities:
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||||||||
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Acquisition of property leases
and improvements
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(22,845 | ) | -- | |||||
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Net
cash provided (used) by investing activities
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(22,845 | ) | -- | |||||
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Cash
flows from financing activities:
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||||||||
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Repurchase of treasury
stock
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-- | (39,810 | ) | |||||
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Net
cash (used) by financing activities
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-- | (39,810 | ) | |||||
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Net
increase in cash and cash equivalents
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34,691 | (47,650 | ) | |||||
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Cash
and cash equivalents at beginning of period
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985,729 | 408,364 | ||||||
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Cash
and cash equivalents at end of period
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$ | 1,020,420 | $ | 360,984 | ||||
Supplemental
disclosure of non-cash investing and financing activities: None
See
accompanying notes to unaudited condensed financial statements.
- 7
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CROFF ENTERPRISES,
INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Basis of
Preparation
The
condensed financial statements for the three month periods ended March 31, 2007
and 2008 in this report have been prepared by the Company without audit pursuant
to the rules and regulations of the Securities and Exchange Commission and
reflect, in the opinion of the management, all adjustments necessary to present
fairly the results of the operations of the interim periods presented
herein. Certain information in footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted pursuant to
such rules and regulations, although the Company believes the disclosures
presented herein are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto included
in the Company’s Annual Report on Form 10-K for the year ended December 31,
2007, which report has been filed with the Securities and Exchange Commission.
The Annual Report is available from the Company’s website at www.croff.com, and
online at the Securities and Exchange Commission website at www.sec.gov/edgar.
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1)
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Discontinued
Operations
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As of
December 31, 2007, pursuant to a plan adopted by the shareholders, the Company
had transferred its oil and gas operations to a Company owned by the
shareholders of the Preferred B Stock. The affect of these discontinued
operations on the Company are included in the Schedule of discontinued
operations as of March 31, 2007, set out below:
SCHEDULE
OF DISCONTINUED OPERATIONS
For the
Three Months Ended March 31, 2007
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Revenues
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||||
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Oil and natural gas
sales
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$ | 210,329 | ||
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Other income (lease
payments)
|
-- | |||
| $ | 210,329 | |||
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Expenses
|
||||
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Lease
operating expense including production taxes
|
75,086 | |||
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General
and administrative
|
27,039 | |||
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Overhead
expense, related party
|
9,125 | |||
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Accretion
expense
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1,613 | |||
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Depletion
and depreciation
|
12,500 | |||
| 125,363 | ||||
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Income
from discontinued operations
|
84,966 | |||
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Provision
for income taxes
|
22,000 | |||
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Net
income from discontinued operations
|
$ | 62,966 | ||
- 8
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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Overview
Croff
Enterprises, Inc. (“Croff’ or the “Company”) was incorporated in Utah in
1907.
Summary of Current and Subsequent
Material Events – Change of Control & Sale of Assets
In
December, 2007 Croff Enterprises, Inc. hereafter “Croff Enterprises” or “Croff”
spun-off its oil and gas assets, related bank accounts, along with all related
assets and liabilities to a new wholly owned subsidiary Croff Oil Company, Inc.
All shares of Croff Oil Company, Inc were then exchanged to the Croff preferred
B shareholders and the preferred B shares cancelled. All of the oil and gas
assets, including perpetual mineral interests, were pledged to the preferred B
shareholders at the creation of the preferred B class in 1996. All shareholders
of Croff Enterprises, Inc at the date of issuance in 1996 were given an
equivalent number of shares of preferred B stock, while keeping their common
shares. Since that time the preferred B stock has had a limited trading market
as it is not listed on any exchange. Based on the limited number of shareholders
and small capitalization, Croff Oil Company, Inc. is a private
corporation.
Beginning
December 31, 2007, and until any subsequent reorganization, Croff Enterprises
will not be engaged in any active business, but primarily is seeking to acquire
a private company with more scalable assets which desires to merge with a public
company in order to obtain a more active public market. Either an acquisition or
sale of controlling shares may cause a change in the control of the company and
a change in management and directors. At this time, Croff Enterprises has
approximately $340,000 in cash, only one class of stock, its common stock, and
no active business. While Croff may acquire another private or public company in
the energy business, it is also possible it may acquire another company in a
different business if such an acquisition would provide an opportunity for
growth in the company’s business and the chance of increasing the value of the
company’s stock. The Company intends to pursue such acquisition or
sale.
This
division of the Company occurred approximately three years after Croff’s Board
of Directors had determined to review Croff’s strategic alternatives with a view
to obtain more liquidity for the Company’s two classes of stock and to increase
the value to its shareholders of the company’s stock. In the first quarter of
2005, the Board felt the combined value of $2.30 for a common plus a preferred B
share did not reflect the total value of the Company. The Board set the value
under the Utah Dissenting Shareholders Rights Act in the fourth quarter of 2007
at $5.25 for a combination of both a preferred B and a common share, allowing
shareholders to receive this cash buyout.
Under the
Utah Dissenting Shareholder’s Rights Act, Croff common and preferred “B”
shareholders had the option to receive a cash option from the company in
exchange for their shares. Common shares were redeemed at $1.00 per share and
Preferred “B” shares were redeemed at $4.25 per share. If a shareholder did not
approve of the price they were able to propose a different price with
justification. 24,030 common shares of Croff Enterprises were redeemed at $1.00
per share, while 10,415 shares were redeemed at various prices from $1.00 to
$2.70. There were 35,930 shares of preferred “B” shares redeemed all of which
accepted the $4.25 per share price. The result of
shareholders exercising their rights under the Utah Statute was that issued and
outstanding common shares were reduced from 551,244 to 516,799 common shares by
March 31, 2008.
Liquidity
and Capital Resources
At March
31, 2008, the Company had assets of $429,158 and current assets totaled $429,158
compared to current liabilities of $84,112. The Company had a
current ratio at March 31, 2007 of approximately 5:1. During the three
month period ended March 31, 2008, net cash provided by operations totaled a
loss of $7,840, as compared to an increase of $80,054 for
the same period in 2007. This decrease was due to the exchange of the oil and
gas assets to the former preferred “B” shareholders, resulting in no
active business in 2008. The Company had no short-term or long-term
debt outstanding at March 31, 2008. In February and March of 2008,
the Company purchased 34,445 shares of its common stock at a cost of $46,811,
which is included in the treasury at March 31, 2008. This reduced cash from
approximately $380,000 to $340,000.
Results
of Operations
Three
months ended March 31, 2008 compared to three months ended March 31,
2007.
The
Company had a net loss for the first quarter of 2008 which totaled $32,681
compared to a net income of $54,372 for the same period in 2007. As a
result of the Plan of Corporate Division there was only interest income in the
first quarter of 2008, while there were oil revenues in the first quarter of
2007. The decrease in revenues was partially offset by a decrease in overhead
costs from approximately $15,000 per quarter to approximately
$3,000. The President’s salary also decreased from $13,500 per
quarter in 2007 to $1.00 per year in 2008.
General
and administrative expense, including overhead expense paid to a related party,
for the first quarter of 2008, totaled $35,122 compared to $19,743 for the same
period in 2007. This cost included the costs of the audit, expenses relating to
the division of the company, and additional accounting and legal costs.
Provision for income taxes for the first quarter of 2008 was zero compared to
$22,000 from the same period in 2007. This decrease is attributable to the net
loss for 2008.
- 9
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Results
of Discontinued Operations
Revenues
for the first quarter of 2008 totaled $2,441 compared to $221,478 for the period
ending March 31, 2007, a decrease due to the spinoff of the oil and gas assets.
Interest income decreased from $11,149 in 2007 to $2,441 in the first quarter of
2008, due to the spinoff of the preferred “B” stock, cash accounts, and lower
interest rates. Oil and gas revenues decreased from $210,329 in the
first quarter of 2007 to $0 in the first quarter of 2008.
For the
first quarter of 2008, there
were no lease operating expenses, compared to $75,086 incurred for the first
quarter in 2007. This decrease was due to the spinoff of the oil and gas
assets before December 31, 2007. Estimated depreciation and depletion expense
for the first quarter of 2008 was $0 compared to $12,500 for
2007.
Accounting
Pronouncements Regarding Interim Financial Statements
SFAS 158
“Employers” Accounting for Defined Benefit Pension and Other Postretirement
Plans-an amendment of SFAS 87, 88, 106, and 132(R).” This statement requires an
employer to recognize the over funded or under funded status of a defined
benefit postretirement plan (other than a multi-employer plan) as an asset or
liability in its statement of financial position and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not-for-profit organization. This statement requires an employer to measure the
funded status of a plan as of the date of its year-end statement of financial
position, with limited exceptions. The Company does not maintain a defined
benefit pension plan and offers no other post retirement benefits.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—Including an Amendment of SFAS No. 115
(“SFAS No. 159”), which becomes effective for fiscal periods beginning
after November 15, 2007. Under SFAS No. 159, companies may elect to measure
specified financial instruments and warranty and insurance contracts at fair
value on a contract-by-contract basis, with changes in fair value recognized in
earnings each reporting period. This election, called the “fair value option”,
will enable some companies to reduce volatility in reported earnings caused by
measuring related assets and liabilities differently. We do not expect the
impact of adoption to have a material impact on our consolidated financial
statements.
In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations, (“SFAS
141 R”). SFAS 141 R establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, including goodwill, the liabilities assumed and any non-controlling
interest in the acquiree. The Statement also establishes disclosure requirements
to enable users of the financial statements to evaluate the nature and financial
effects of the business combination. SFAS 141R is effective for business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. The
impact of adopting SFAS 141R will be dependent on the future business
combinations that the Company may pursue after its effective date.
In December 2007, the SEC
issued SAB 110 Share-Based
Payment. SAB
110 amends and replaces Question 6 of Section D.2 of Topic 14, “Share-Based
Payment,” of the Staff Accounting Bulletin series. Question 6 of Section D.2 of
Topic 14 expressed the views of the staff regarding the use of the “simplified”
method in developing an estimate of the expected term of “plain vanilla” share
options and allows usage of the “simplified” method for share option
grants prior to December 31, 2007. SAB 110 allows public companies which do not
have historically sufficient experience to provide a reasonable estimate to
continue use for the “simplified” method for estimating the expected term of
“plain vanilla” share option grants after December 31, 2007. SAB 110 is
effective January 1, 2008. We currently use the “simplified” method to estimate
the expected term for share option grants as we do not have enough historical
experience to provide a reasonable estimate. We will continue to use the
“simplified” method until we have enough historical experience to provide a
reasonable estimate of expected term in accordance with SAB 110. The Company
does not expect SAB 110 will have a material impact on its consolidated balance
sheets, statements of income and cash flows.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The
Company’s major market risk exposure is finding a suitable acquisition of a
private company or other reorganization within a reasonable time.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
The
Company maintains controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. At the end of the period covered by this
Quarterly Report on Form 10-Q, the Company’s management, under the supervision
and with the participation of the Company’s Chief Executive Officer, who is also
the Company’s Acting Chief Financial Officer, evaluated the effectiveness of the
design and operation of the Company’s disclosure controls and procedures. Based
on that evaluation, the Company’s Chief Executive Officer, and the Acting Chief
Financial Officer, concluded that as of the end of such period the Company’s
disclosure control and procedures are effective in alerting them to material
information that is required to be included in the reports the Company files or
submits under the Securities Exchange Act of 1934.
Changes
in Internal Controls Over Financials Reporting
There
have been no changes in the Company’s internal control over financial reporting
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
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PART
II. OTHER
INFORMATION
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
|
(a)
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Exhibits
– The following documents are filed as exhibits to this Quarterly Report
on Form 10-Q:
|
|
|
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
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31.2
Certification of Acting Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
|
|
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32.1
Certification of Chief Executive Officer, dated May 12, 2008, pursuant to
18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley
Act of 2002.*
|
|
|
32.2
Certification of Acting Chief Financial Officer, dated May 12, 2008,
pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002.*
|
|
|
33.1
8-K dated March 6, 2008, Croff Announces Results of Corporate
Division
|
|
|
*
|
Filed
herewit
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
CROFF
ENTERPRISES, INC.
Date: May
12,
2008 By
/s/ Gerald L.
Jensen
Gerald L. Jensen,
President,
Chief Executive Officer
Date: May
12,
2008 By
/s/ Gerald L.
Jensen
Gerald L. Jensen
Acting Chief Financial
Officer
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