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 June 30, 2009


or





o  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 o
 
 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 o  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 o
            Accelerated
      filer oNon-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
July 7, 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
SIX MONTHS ENDED JUNE 30, 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
   June
      30,
                                                                                                                                                                                    2009
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  December
      31,
                                                                                                                                                                                    2008(Unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  8,071
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  54,419TOTAL
      CURRENT ASSETS
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  8,071
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  54,419TOTAL
      ASSETS
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  8,071
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  54,419LIABILITIES
      AND STOCKHOLDERS’ EQUITYLIABILITIESAccounts
      payable
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  500
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  3,646Dividends
      payable
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  32,076
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  32,076TOTAL
      LIABILITIES
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  32,576
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  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
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (621,820
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (578,618
                                                                                                                                                                                  )TOTAL
      STOCKHOLDERS’ EQUITY
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (24,505
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  18,697TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  8,071
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  54,419





The
accompanying notes are an integral part of the financial
statements


4


CROFF
ENTERPRISES, INC.
 CONDENSED
STATEMENTS OF OPERATIONS
 FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)


Three
      Months
                                                                                                                          Ended
                                                                                                                          June
      30,
                                                                                                                          2009
                                                                                                                        
                                                                                                                        
                                                                                                                        Three
      Months
                                                                                                                          Ended
                                                                                                                          June
      30,
                                                                                                                          2008
                                                                                                                        
                                                                                                                        
                                                                                                                        Six
      Months
                                                                                                                          Ended
                                                                                                                          June
      30,
                                                                                                                          2009
                                                                                                                        
                                                                                                                        
                                                                                                                        Six
      Months
                                                                                                                          Ended
                                                                                                                          June
      30,
                                                                                                                          2008EXPENSESGeneral
      and administrative
                                                                                                                        
                                                                                                                        $
                                                                                                                        14,169
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        55,453
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        43,202
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        90,575Consulting
      fees, non-cash compensation
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        250,000
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        250,000TOTAL
      EXPENSES
                                                                                                                        
                                                                                                                        
                                                                                                                        14,169
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        305,453
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        43,202
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        340,575(LOSS)
      FROM OPERATIONS
                                                                                                                        
                                                                                                                        
                                                                                                                        (14,169
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (305,453
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (43,202
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (340,575
                                                                                                                        )OTHER
      INCOME (EXPENSE)Interest
      income
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        988
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        3,429OTHER
      INCOME (EXPENSE)
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        988
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        3,429(LOSS)
      BEFORE INCOME TAXES
                                                                                                                        
                                                                                                                        
                                                                                                                        (14,169
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (304,465
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (43,202
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (337,146
                                                                                                                        )Provision
      for income taxes
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -NET
      (LOSS)
                                                                                                                        
                                                                                                                        $
                                                                                                                        (14,169
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (304,465
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (43,202
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (337,146
                                                                                                                        )NET
      (LOSS) INCOME PER COMMON SHAREBasic
      and diluted:
                                                                                                                        
                                                                                                                        $
                                                                                                                        (0.01
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (0.44
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (0.04
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (0.52
                                                                                                                        )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDINGBasic
      and diluted
                                                                                                                        
                                                                                                                        
                                                                                                                        1,017,573
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        686,677
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,017,573
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        653,710








The
accompanying notes are an integral part of the financial
statements





5


CROFF
ENTERPRISES, INC.
 CONDENSED
STATEMENTS OF STOCKHOLDERS’ EQUITY
 FOR
THE SIX MONTHS ENDED JUNE 30, 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 six monthsEnded
      June 30, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            (43,202
            )
            
            
            (43,202
            )Balance,
      June 30, 2009
            
            
            1,107,573
            
            
            $
            101,757
            
            
            $
            495,558
            
            $
            (621,820
            )
            
            $
            (24,505
            )


The
accompanying notes are an integral part of the financial
statements

























6


CROFF
ENTERPRISES, INC.


CONDENSED
STATEMENTS OF CASH FLOWS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)





2009
                                                                            
                                                                            
                                                                            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) from operations
                                                                            
                                                                            $
                                                                            (43,202
                                                                            )
                                                                            
                                                                            $
                                                                            (337,146
                                                                            )Adjustments
      to reconcile net (loss) to net cash(used)
      by operating activities:Consulting
      fees, non-cash compensation
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            250,000Changes
      in operating assets and liabilities:Accounts
      receivable
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            86,730Accounts
      payable
                                                                            
                                                                            
                                                                            (3,146
                                                                            )
                                                                            
                                                                            
                                                                            5,274Accrued
      liabilities
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (70,667
                                                                            )NET
      CASH (USED) PROVIDED BY OPERATING ACTIVITIES
                                                                            
                                                                            
                                                                            (46,348
                                                                            )
                                                                            
                                                                            
                                                                            (65,809
                                                                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Dividends
      paid
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (174,642
                                                                            )Purchase
      of treasury stock
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (46,570
                                                                            )NET
      CASH (USED) BY FINANCING ACTIVITIES
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (221,212
                                                                            )NET
      INCREASE (DECREASE) IN CASHAND
      CASH EQUIVALENTS
                                                                            
                                                                            
                                                                            (46,348
                                                                            )
                                                                            
                                                                            
                                                                            (287,021
                                                                            )CASH
      AND CASH EQUIVALENTSAT
      THE BEGINNING OFTHE
      PERIOD
                                                                            
                                                                            
                                                                            54,419
                                                                            
                                                                            
                                                                            
                                                                            408,634CASH
      AND CASH EQUIVALENTSAT
      THE END OF THE PERIOD
                                                                            
                                                                            $
                                                                            8,071
                                                                            
                                                                            
                                                                            $
                                                                            121,613





The
accompanying notes are an integral part of the financial
statements











7


CROFF
ENTERPRISES, INC.
 CONDENSED
NOTES TO FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED JUNE 30, 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.  See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Subsequent
Events” below regarding a pending transaction involving the
Company.
 
 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 $(43,202) during the six months ended June 30,
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 June 30, 2009, the Company had available cash and cash
equivalents of $8,071 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.  See “Subsequent Events” below regarding a
pending transaction involving the Company.


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 June
30, 2009, the Company had assets of $8,071 and current assets totaled $8,071
compared to current liabilities of $32,576. At June 30, 2008, the Company had
assets of $121,613 and current assets totaled $121,613 compared to current
liabilities of $44,509. During the six month period ended June 30, 2009, net
cash used by operations totaled $46,348, as compared to cash used by operations
of $65,809 during the six months ended June 30, 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 June 30,
2009.  During the six months ended June 30, 2008, the Company
purchased 33,245 shares of its common stock at a cost of $46,570; all purchased
shares were included in the Company’s treasury stock at June 30,
2008.








9





Results
of Operations  - Three months and six months ended June 30, 2009,
compared to three months and six months ended June 30, 2008.
 The
Company had a net loss for the three months ended June 30, 2009, which totaled
$14,169 compared to $304,465 for the same period in 2008. As a result of the
Spin-Off, there was only interest income in the three months ended June 30,
2008.
 
 General
and administrative expense, for the three months ended June 30, 2009, totaled
$14,169 compared to $55,453 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.  During the three months ended
June 30, 2008, the Company issued 500,000 shares of its common stock valued at
$2.00 per share based on the fair market value in payment of consulting fees and
recorded an expense of $250,000. Provision for income taxes for the three months
ended June 30, 2009 and 2008, was zero.
 
 The
Company had a net loss for the six months ended June 30, 2009, which totaled
$43,202 compared to a $337,146 for the same period in 2008.  As a
result of the Spin-Off, there was only interest income in the six months ended
June 30, 2008.
 
 General
and administrative expense, for the six months ended June 30, 2009, totaled
$43,202 compared to $90,575 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. During the six months ended June 30,
2008, the Company issued 500,000 shares of its common stock valued at $2.00 per
share based on the fair market value in payment of consulting fees and recorded
an expense of $250,000. Provision for income taxes for the six months ended June
30, 2009 and 2008, was zero.


Subsequent
Events.
 
 On July
6, 2009, 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
company 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 and AMHN expect to complete the merger of AMHN
into a wholly-owned subsidiary of the Company by July 31, 2009.  Upon
completion of the merger, AMHN will become a wholly-owned subsidiary of the
Company, the shareholders of AMHN will become the Company’s dominant
shareholders, and the business and operations of AMHN will become the business
and operations of the Company.  Completion of the merger is subject to
further due diligence, confirmation of representations and warranties and
various other standard conditions to closing. As a result, no assurance can be
given that the merger will be completed.  A copy of the Merger
Agreement is attached to the Company’s Current Report on Form 8-K dated July 7,
2009 (as Exhibit 2.01), and the description of the transaction set forth herein
is qualified in its entirety by reference to that agreement.


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.


10


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.








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 June
30, 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 June 30, 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 June 30, 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.
    CROFF
      ENTERPRISES, INC.Dated:
      July 10, 2009
                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