UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)





[X]    QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended March 31, 2009


or





[_]    TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





Commission
File Number:  000-16731





CROFF ENTERPRISES,
INC.


(Exact
name of registrant as specified in its charter)





Utah
              87-0233535


(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)9903 Santa Monica Blvd, Suite 287, Beverly Hills,
      California
              90212(Address
      of principal executive offices)
              (Zip
      Code)





(818)
735-0050


(Registrant's
telephone number, including area code)





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 [_]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web


site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant has been required to
submit and post such files). YES [_]  NO [X]





Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company.  See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule12b-2 of the Exchange Act.





Large
      accelerated filer [_]
            Accelerated
      filer [_]Non-accelerated
      filer [_]
            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 [_]





As of
April 28, 2009, the registrant had outstanding 1,018,099 shares of its $.10 par
value common stock (its only class of common stock).











CROFF
ENTERPRISES, INC.








INDEX TO
INFORMATION INCLUDED IN THE QUARTERLY REPORT ON FORM 10-Q


FOR THE
THREE MONTHS ENDED MARCH 31, 2009








Page





NumberPART
      I - FINANCIAL INFORMATIONItem 1. Financial
      Statements.
            3 –
      8Item 2. Management’s Discussion
      and Analysis of Financial Condition and Results of
      Operations.
            9Item
      4. Controls and Procedures.
            11PART
      II - OTHER INFORMATIONItem 6.
      Exhibits.
            11Signatures
            12Certifications
            Attached

















2




NOTE
REGARDING FORWARD-LOOKING STATEMENTS





This
report on Form 10-Q and other reports filed by Croff Enterprises, Inc. (“Croff”
or the "Company") from time-to-time with the Securities and Exchange Commission
(collectively the “Filings”) contain forward-looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management, as well as estimates and assumptions made by the Company's
management.  When used in the Filings, the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the negative of
those terms and similar expressions as they relate to the Company or the
Company's management identify forward-looking statements. Such statements
reflect the current view of the Company with respect to future events and are
subject to risks, uncertainties, assumptions and other factors relating to the
Company's industry, operations and results of operations and any businesses that
may be acquired by the Company.  Should one or more of those risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.








PART
I - FINANCIAL INFORMATION





Item
1.    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.





(The
financial statements commence on the following page.)








3


CROFF
ENTERPRISES, INC.


CONDENSED
BALANCE SHEETS




March
      31, 2009
                                        
                                        
                                        December
      31, 2008(Unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                                        
                                        $
                                        27,953
                                        
                                        
                                        $
                                        54,419TOTAL
      CURRENT ASSETS
                                        
                                        
                                        27,953
                                        
                                        
                                        
                                        54,419TOTAL
      ASSETS
                                        
                                        $
                                        27,953
                                        
                                        
                                        
                                        54,419LIABILITIES
      AND STOCKHOLDERS’ EQUITYLIABILITIESAccounts
      payable
                                        
                                        $
                                        6,213
                                        
                                        
                                        $
                                        3,646Dividends
      payable
                                        
                                        
                                        32,076
                                        
                                        
                                        
                                        32,076TOTAL
      LIABILITIES
                                        
                                        
                                        38,289
                                        
                                        
                                        
                                        35,722STOCKHOLDERS’
      EQUITYClass
      A Preferred stock; no par valueAuthorized
      – 10,000,000 sharesIssued
      and outstanding – 0 shares
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Common
      stock, par value $0.10 per shareAuthorized
      – 50,000,000 shares; 1,017,573 issued and outstanding
                                        
                                        
                                        101,757
                                        
                                        
                                        
                                        101,757Additional
      paid-in capital
                                        
                                        
                                        495,558
                                        
                                        
                                        
                                        495,558Retained
      (deficit) earnings
                                        
                                        
                                        (607,651
                                        )
                                        
                                        
                                        (578,618
                                        )TOTAL
      STOCKHOLDERS’ EQUITY
                                        
                                        
                                        (10,336
                                        )
                                        
                                        
                                        18,697TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                        
                                        $
                                        27,953
                                        
                                        
                                        $
                                        54,419






The
accompanying notes are an integral part of the financial
statements





4


CROFF
ENTERPRISES, INC.


CONDENSED
STATEMENTS OF OPERATIONS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008


(UNAUDITED)







2009
                                      
                                      
                                      2008EXPENSESGeneral
      and administrative
                                      
                                      $
                                      29,033
                                      
                                      
                                      $
                                      35,122Consulting
      fees, non-cash compensation
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -TOTAL
      EXPENSES
                                      
                                      
                                      29,033
                                      
                                      
                                      
                                      35,122(LOSS)
      FROM OPERATIONS
                                      
                                      
                                      (29,033
                                      )
                                      
                                      
                                      (35,122
                                      )OTHER
      INCOME (EXPENSE)Interest
      income
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,441OTHER
      INCOME (EXPENSE)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,441(LOSS)
      FROM BEFORE INCOME TAXES
                                      
                                      
                                      (29,033
                                      )
                                      
                                      
                                      (32,681
                                      )Provision
      for income taxes
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -NET
      (LOSS)
                                      
                                      $
                                      (29,033
                                      )
                                      
                                      $
                                      (32,681
                                      )NET
      (LOSS) INCOME PER COMMON SHAREBasic
      and diluted:
                                      
                                      $
                                      (0.03
                                      )
                                      
                                      $
                                      (0.06
                                      )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDINGBasic
      and diluted
                                      
                                      
                                      1,107,573
                                      
                                      
                                      
                                      521,979





The
accompanying notes are an integral part of the financial statements




5


CROFF
ENTERPRISES, INC.


CONDENSED
STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR
THE THREE MONTHS ENDED MARCH 31, 2009


(UNAUDITED)





Common
      Stock
                        
                        
                        Additional
                          Paid-in
                        
                        RetainedShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        Deficit
                        
                        
                        TotalBalance,
      December 31, 2008
                        
                        
                        1,107,573
                        
                        
                        $
                        101,757
                        
                        
                        $
                        495,558
                        
                        $
                        (578,618
                        )
                        
                        $
                        18,697Net
      (loss) for the three monthsEnded
      March 31, 2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        (29,033
                        )
                        
                        
                        (29,033
                        )Balance,
      March 31, 2009
                        
                        
                        1,107,573
                        
                        
                        $
                        101,757
                        
                        
                        $
                        495,558
                        
                        $
                        (607,651
                        )
                        
                        $
                        (10,336
                        )








The
accompanying notes are an integral part of the financial statements






6


CROFF
ENTERPRISES, INC.


CONDENSED
STATEMENTS OF CASH FLOWS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008


(UNAUDITED)








2009
                                  
                                  
                                  2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) from continuing operations
                                  
                                  $
                                  (29,033
                                  )
                                  
                                  $
                                  (32,682
                                  )Adjustments
      to reconcile net (loss) to net cash(used)
      by operating activities:Changes
      in operating assets and liabilities:Accounts
      receivable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,556Accounts
      payable
                                  
                                  
                                  2,567
                                  
                                  
                                  
                                  8,341Accrued
      liabilities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (2,055
                                  )NET CASH (USED) PROVIDED BY
      OPERATING ACTIVITIES
                                  
                                  
                                  (26,466
                                  )
                                  
                                  
                                  (7,840
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Purchase
      of treasury stock
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (39,810
                                  )NET CASH (USED) BY FINANCING
      ACTIVITIES
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (39,810
                                  )NET
      INCREASE (DECREASE) IN CASHAND
      CASH EQUIVALENTS
                                  
                                  
                                  (26,466
                                  )
                                  
                                  
                                  (47,650
                                  )CASH
      AND CASH EQUIVALENTSAT
      THE BEGINNING OFTHE
      PERIOD
                                  
                                  
                                  54,419
                                  
                                  
                                  
                                  408,634CASH
      AND CASH EQUIVALENTSAT
      THE END OF THE PERIOD
                                  
                                  $
                                  27,953
                                  
                                  
                                  $
                                  360,984











The
accompanying notes are an integral part of the financial statements





7


CROFF
ENTERPRISES, INC.


CONDENSED
NOTES TO FINANCIAL STATEMENTS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009


(UNAUDITED)








1.          ORGANIZATION
AND NATURE OF BUSINESS





Croff
Enterprises, Inc. (“Croff’ or the “Company”) was incorporated in Utah in
1907.  Due to the Spin-Off (as described below), the Company currently
has no business operations or revenue source and has reduced its operations to a
minimal level (although it continues to file reports required under the
Securities Exchange Act of 1934).   As a result, the Company is a
“shell company” under the rules of the Securities and Exchange Commission (the
“SEC”).  During that period, it is expected that the Company’s
management will seek opportunities for a merger or other business combination
with a privately-held operating company (on terms that may or may not be
favorable to the Company's existing shareholders).  Should the Company
exhaust its available funds before a merger or other business combination is
completed and be unable to obtain additional funds from the sale of debt or
equity securities and/or other financing sources (again on terms that may or may
not be favorable to the Company's existing shareholders), it is expected that
the Company will be required to discontinue operations entirely, seek protection
under federal bankruptcy laws, or both.





Restructure
of Operations.





In
December 2007, Croff spun-off its oil and gas assets, related bank accounts, and
all related assets and liabilities to a new wholly-owned subsidiary named Croff
Oil Company, Inc. (the “Spin-Off”).  All shares of Croff Oil Company,
Inc. were then exchanged for  Croff’s outstanding Series B preferred
shares and the Series B preferred  shares were then cancelled. All of
Croff’s oil and gas assets, including perpetual mineral interests, had been
pledged to its Series B preferred shareholders at the creation of the Series B
preferred class in 1996. All shareholders of Croff at the date of issuance in
1996 were given an equivalent number of shares of Series B preferred stock,
while keeping their common stock.





The
Spin-Off occurred approximately three years after Croff’s Board of Directors had
determined to review its 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.  In the first quarter of 2005, the Board believed
the combined value of $2.30 for a common share plus a Series B preferred share
did not reflect the total value of the Company. Therefore, in the fourth quarter
of 2007 the Board of Directors set the value of a combined Series B preferred
share and a common share at $5.25, allowing shareholders to receive this cash
buyout.  Under the Utah Dissenting Shareholder’s Rights Act, Croff’s
common and Series B preferred shareholders had the option to receive cash from
the Company in exchange for their shares.  Common shares were redeemed
at $1.00 per share and Series B preferred shares were redeemed at $4.25 per
share. If a shareholder did not approve of the price, the shareholder was able
to propose a different price with justification.  Pursuant to the
buyout, 24,030 common shares of Croff were redeemed at $1.00 per share, and
an additional 10,415 common shares were redeemed at various prices from $1.00 to
$2.70.  In addition, 35,930 shares of Series B preferred stock were
redeemed, all for the $4.25 per share price. As a result of shareholders
exercising their rights, the number of outstanding preferred shares was reduced
from 551,244 to -0- by December 31, 2007.





Going
Concern.





As shown
in the accompanying financial statements, the Company has incurred a net
operating loss of $(29,033) during the three months ended March 31,
2009.





The
Company is subject to those risks associated with shell
companies.  The Company has sustained losses since the Spin-Off and
additional debt and equity financing will be required by the Company to fund its
activities and to support operations.  However, there is no assurance
that the Company will be able to obtain additional financing.





8





Item
2.      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.  Due to the Spin-Off (as described below), the Company currently
has no business operations or revenue source and has reduced its operations to a
minimal level (although  it continues to file reports required under
the Securities Exchange Act of 1934).   As a result, the Company
is a “shell company” under the rules of the Securities and Exchange Commission
(the “SEC”).  As of March 31, 2009, the Company had available cash and
cash equivalents of $27,953, which it believes will provide funding for its
minimal operations until approximately December 31, 2009.  During that
period, it is expected that the Company’s management will seek opportunities for
a merger or other business combination with a privately-held operating company
(on terms that may or may not be favorable to the Company's existing
shareholders).  Should the Company exhaust its available funds before
a merger or other business combination is completed and be unable to obtain
additional funds from the sale of debt or equity securities and/or other
financing sources (again on terms that may or may not be favorable to the
Company's existing shareholders), it is expected that the Company will be
required to discontinue operations entirely, seek protection under federal
bankruptcy laws, or both.





Restructure
of Operations.





In
December 2007, Croff spun-off its oil and gas assets, related bank accounts, and
all related assets and liabilities to a new wholly-owned subsidiary named Croff
Oil Company, Inc. (the “Spin-Off”).  All shares of Croff Oil Company,
Inc. were then exchanged for  Croff’s outstanding Series B preferred
shares and the Series B preferred  shares were then cancelled. All of
Croff’s oil and gas assets, including perpetual mineral interests, had been
pledged to its Series B preferred shareholders at the creation of the Series B
preferred class in 1996. All shareholders of Croff at the date of issuance in
1996 were given an equivalent number of shares of Series B preferred stock,
while keeping their common stock.





The
Spin-Off occurred approximately three years after Croff’s Board of Directors had
determined to review its 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.  In the first quarter of 2005, the Board believed
the combined value of $2.30 for a common share plus a Series B preferred share
did not reflect the total value of the Company. Therefore, in the fourth quarter
of 2007 the Board of Directors set the value of a combined Series B preferred
share and a common share at $5.25, allowing shareholders to receive this cash
buyout.  Under the Utah Dissenting Shareholder’s Rights Act, Croff’s
common and Series B preferred shareholders had the option to receive cash from
the Company in exchange for their shares.  Common shares were redeemed
at $1.00 per share and Series B preferred shares were redeemed at $4.25 per
share. If a shareholder did not approve of the price, the shareholder was able
to propose a different price with justification.  Pursuant to the
buyout, 24,030 common shares of Croff were redeemed at $1.00 per share, and an
additional 10,415 common shares were redeemed at various prices from $1.00 to
$2.70.  In addition, 35,930 shares of Series B preferred stock were
redeemed, all for the $4.25 per share price. As a result of shareholders
exercising their rights, the number of outstanding common shares was reduced
from 551,244 to 516,799 by March 31, 2008.





Liquidity
and Capital Resources.





At March
31, 2009, the Company had assets of $27,953 and current assets totaled $27,953
compared to current liabilities of $38,289. At March 31, 2008, the Company had
assets of $429,158 and current assets totaled $429,158 compared to current
liabilities of $84,112. During the three month period ended March 31, 2009, net
cash used by operations totaled $26,466, as compared to cash provided by
operations of $7,840 during the three months ended March 31,
2008.  All of those changes are due to the Spin-Off, which left the
Company with no active business in 2008. The Company had no short-term or
long-term debt outstanding at March 31, 2009.  During the three months
ended March 31, 2008, the Company purchased 33,245 shares of its common stock at
a cost of $39,810; all purchased shares were included in the Company’s treasury
stock at March 31, 2008.





9




Results
of Operations  - Three months ended March 31, 2009, compared to three
months ended March 31, 2008.





The
Company had a net loss for the three months ended March 31, 2009, which totaled
$29,033 compared to a net loss of $32,682 for the same period in
2008.  As a result of the Spin-Off, there was no income in the three
months ended March 31, 2009 or 2008.





General
and administrative expense, for the three months ended March 31, 2009, totaled
$29,033 compared to $35,122 for the same period in 2008. 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 three months ended March 31, 2009 and 2008, was zero.





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), 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 Financial Accounting Standards Board (“FASB”) issued SFAS
159, The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment of SFAS 115 (“SFAS  159”), which became
effective for fiscal periods beginning after November 15, 2007. Under SFAS 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.  Croff does not expect the impact of adoption to have a
material impact on its consolidated financial statements.





In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations
(“SFAS 141 R”).  SFAS 141R 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.  SFAS 141R 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"). 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
became effective January 1, 2008.  Croff currently uses the
“simplified” method to estimate the expected term for share option grants as it
does not have enough historical experience to provide a reasonable estimate.
Croff will continue to use the “simplified” method until it has enough
historical experience to provide a reasonable estimate of expected term in
accordance with SAB 110.  Croff does not expect SAB 110 will have a
material impact on its consolidated balance sheets, statements of income and
cash flows.





10





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 in its filings with  the SEC is recorded,
processed, summarized and reported within the time periods required by the SEC.
As of March 31, 2009, the Company’s management, under the supervision and with
the participation of the Company’s Chief Executive Officer, who is also the
Company’s 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 Chief Financial
Officer concluded that, as of the end of the fiscal quarter ended March 31,
2009, the Company’s disclosure control and procedures are effective in alerting
him to material information that is required to be included its SEC
filings.





Changes in Internal Control Over
Financial Reporting.





There
have been no changes in the Company’s internal control over financial reporting
during the fiscal quarter ended March 31, 2009, that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.








PART
II - OTHER INFORMATION








Item
6.     Exhibits.





The
following Exhibits are attached hereto:





31
            Rule
      13a-14(a)/15d-14(a) Certification.





32
            Section
      1350 Certification.








11





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 thereunto
duly authorized.





Dated:
      April 29, 2009
              CROFF
      ENTERPRISES, INC.By
      /s/ GREGORY R.
      WOODHILLGregory
      R. Woodhill, President andChief
      Financial Officer








12













EXHIBIT
INDEX








Exhibit Number
              Description31
              Rule
      13a-14(a)/15d-14(a) Certification.32
              Section
      1350 Certification.











13