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Form 8-K

 

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) March 31, 2006

 

 

Croff Enterprises, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Utah

(State or Other Jurisdiction of Incorporation)

 

01-100   87-0233535
(Commission File Number)   (IRS Employer Identification No.)

 

3773 Cherry Creek Drive North, Suite 1025 Denver, CO   80209
(Address of Principal Executive Offices)   (Zip Code)

 

(303) 383-1555

(Registrant’s Telephone Number, Including Area Code)

 

Item 4.01. CHANGES IN REGISTRANT'S CERTIFING ACCOUNTANT

 

On March 31, 2006, Croff Enterprises, Inc. (the "Company") announced that Causey, Demgen & Moore Inc. ("CDM") declined to stand for re-appointment as Croff's registered public accounting firm due to the restrictions imposed by Section 208(a) of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities Exchange Commission that prohibit partners on the audit engagement team from providing audit services to the issuer for more than five consecutive years and from returning to audit services with the same issuer within five years.

 

CDM's report on the Company's financial statements for the fiscal years ended December 31, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the years ended December 31, 2005 and 2004, there were no disagreements with CDM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to CDM's satisfaction, would have caused them to make reference to the subject matter of such disagreement in connection with their report on the Company's financial statements for such years.

 

The Company provided CDM with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of CDM's letter stating its agreement with such statements.

 

Croff has engaged the registered public accounting firm of Ronald R. Chadwick, P.C., to review the 2006 quarterly financial reports for Croff.

 

 

2

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.

 

       

CROFF ENTERPRISES, INC.

        (Registrant)

Date: March 31, 2006

           /s/    Gerald L. Jensen    
                Gerald L. Jensen
               

President

Chief Executive Officer

 

3

INDEX TO EXHIBITS

 

  Exhibit No.  
   

Description    

16.1   Letter from Causey Demgen & Moore Inc.

 

4

 

 

CDM

CAUSEY DEMGEN & MOORE INC.

Certified Public Accountants and Consultants
Suite 4650
1801 California Street
Denver , Colorado 80202-2681
Telephone: (303) 296-2229
Facsimile: (303) 296-3731
www.cdmcpa.com

March 30, 2006

 

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Croff Enterprises, Inc.
       SEC File No. 1-100

 

Ladies and Gentlemen:

The undersigned Causey Demgen & Moore Inc. previously acted as the registered public accounting firm to audit the financial statements of Croff Enterprises, Inc. (the “Company”). We are no longer acting as the registered public accounting firm to the Company.

This letter will confirm that we have reviewed Item 4.01 of the Company’s Form 8-K dated March 31, 2006, captioned “CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT” and that we agree with the statements made therein as they relate to us.

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

 

Dated this 30th day of March, 2006.

 

Sincerely,

/s/ CAUSEY DEMGEN & MOORE INC.

CAUSEY DEMGEN & MOORE INC.
Denver, Colorado