m8207110qsb.htm



 
FORM 10-Q
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

MARK ONE

  X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                        EXCHANGE ACT OF 1934
 
For the quarterly and six month period ended June 30, 2007
 
OR
 
 ___         TRANSITION REPORT pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______

Commission File Number: 1-100
 
CROFF ENTERPRISES, INC.
(Exact Name Of Registrant As Specified In Its Charter)
 
 Utah
 
 80209
 State of Incorporation    
 3773 Cherry Creek Drive North, Suite 1025 
 Zip Code
 
Denver, Colorado
 
 
 Address of principal executive offices
 
     
 (303) 383-1555 
 
87-0233535  
 Registrant’s telephone number, including area code 
 
 I.R.S. Employer Identification Number
     
 
Securities registered pursuant to Section 12(b) of the Act:

                                       Common -
                                                        $0.10 Par Value                                                                               None                              
                                      Title of each class                                                   Name of each exchange on which registered
 
Securities registered pursuant to Section 12(g) of the Act:   None

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 has required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     X      Yes  _____No

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes  _____            X      No

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act)    _____Yes          X      No

There were 551,344 shares of common stock outstanding on August 1, 2006, exclusive of 69,399 common shares held in treasury stock.
 
 


1


INDEX
 
INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q) TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED).
 
 
 
Page Number 
PART I.  UNAUDITED FINANCIAL INFORMATION 
 
Item 1.
. 
Unaudited Financial Statements 
3 
Item 2.
. 
Management’s Discussion and Analysis of Financial 
 
 
  
Condition and Results of Operations 
8 
Item3.
. 
Controls and Procedures 
11 
PART II. OTHER INFORMATION 
12 
Item 5.
 
Material Subsequent Events 
12 
Item 6.
 
Exhibits and Reports on Form 8-K 
12 
Signatures
 
 
13 
Certifications
 
 
14 
 
 
Forward-Looking Statements
 
Certain information included in this report, other materials filed or to be filed by the Company with the Securities and Exchange Commission (“SEC”), as well as information included in oral statements or other written statements made or to be made by the Company contain or incorporate by reference certain statements (other than statements of historical or present fact) that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
 
All statements, other than statements of historical or present facts, that address activities, events, outcomes or developments that the Company plans, expects, believes, assumes, budgets, predicts, forecasts, estimates, projects, intends or anticipates (and other similar expressions) will or may occur in the future are forward-looking statements. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the cautionary statements in this Form 10-Q and the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2006. Such forward-looking statements appear in a number of places and include statements with respect to, among other things, such matters as: future capital, development and exploration expenditures (including the amount and nature thereof), drilling, deepening or refracing of wells, oil and natural gas reserve estimates (including estimates of future net revenues associated with such reserves and the present value of such future net revenues), estimates of future production of oil and natural gas, business strategies, expansion and growth of the Company’s operations, cash flow and anticipated liquidity, prospects and development and property acquisitions, obtaining financial or industry partners for prospect or program development, or marketing of oil and natural gas. We caution you that these forward-looking statements are subject to risks and uncertainties.  These risks include but are not limited to: general economic conditions, the Company’s ability to finance acquisitions and drilling, the market price of oil and natural gas, the risks associated with exploration, the Company’s ability to find, acquire, market, develop and produce new properties, operating hazards attendant to the oil and natural gas business, uncertainties in the estimation of proved reserves and in the projection of future rates of production and timing of development expenditures, the strength and financial resources of the Company’s competitors, the Company’s ability to find and retain skilled personnel, climatic conditions, labor relations, availability and cost of material and equipment, environmental risks, the results of financing efforts, regulatory developments and the other risks described in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2006.
2

 
Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data and the interpretation of that data by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, these revisions could change the schedule of any further production and/or development drilling. Accordingly, reserve estimates are generally different from the quantities of oil and natural gas that are ultimately recovered.

             In addition, the Company is in a transition period, with the Company considering various “going forward” proposals that may materially alter the financing, structure, and core business of the Company, which may in turn, significantly affect current estimates or projections.
 
Should one or more of the risks or uncertainties described above or elsewhere in this Form 10-Q or presented in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2006 occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. We specifically disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement in its entirety and therefore disclaim any resulting liability for potentially related damages.
 
All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

PART I.  UNAUDITED FINANCIAL INFORMATION


ITEM 1.  UNAUDITED FINANCIAL STATEMENTS

     The financial statements included herein have been prepared in conformity with generally accepted accounting principles. The statements are unaudited but reflect all adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and results of operations. All such adjustments are of a normal recurring nature.

3

 
CROFF ENTERPRISES, INC. 
BALANCE SHEETS
  (Unaudited)
 
 
 
December 31,
   
June 30
 
 
 
2006
   
2007
 
ASSETS 
 
 
   
 
 
 
Current assets: 
 
 
   
 
 
     Cash and cash equivalents 
  $
985,729
    $
1,050,929
 
     Accounts receivable 
   
124,900
     
119,189
 
 
   
1,110,629
     
1,170,118
 
 
 
Oil and natural gas properties, at cost, successful efforts method: 
   
1,340,362
     
1,363,207
 
     Accumulated depletion and depreciation 
    (583,830 )     (608,830 )
 
   
756,532
     
754,377
 
 
             Total assets 
  $
1,867,161
     
1,924,495
 
 
             LIABILITIES AND STOCKHOLDERS’ EQUITY 
               
 
Current liabilities: 
               
   Accounts payable 
  $
58,756
     
34,139
 
   Current portion of ARO 
   
23,000
     
23,000
 
   Accrued liabilities 
   
33,375
      (7,719 )
 
   
115,131
     
49,420
 
 
Long-term portion of ARO 
   
64,695
     
67,922
 
Stockholders’ equity: 
               
   Class A Preferred stock, no par value 
               
         5,000,000 shares authorized, none issued 
   
--
     
--
 
   Class B Preferred stock, no par value; 1,000,000 shares authorized, 
               
       540,659 shares issued and outstanding 
   
1,380,387
     
1,493,743
 
   Common stock, $.10 par value; 20,000,000 shares authorized, 
               
       620,643 shares issued and outstanding 
   
62,064
     
62,064
 
   Capital in excess of par value 
   
155,715
     
155,715
 
   Treasury stock, at cost, 69,399 shares 
               
       issued and outstanding in 2005 and 2006 
    (107,794 )     (107,794 )
   Retained earnings 
   
196,963
     
203,425
 
 
   
1,687,335
     
1,807,153
 
 
         Total liabilities and stockholders’ equity 
  $
1,867,161
    $
1,924,495
 
 
 
See accompanying notes to unaudited condensed financial statements

4


CROFF ENTERPRISES, INC.
 
STATEMENTS OF OPERATIONS
 
(Unaudited)
 
                         
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2006
   
2007
   
2006
   
2007
 
Revenues:
                       
  Oil and natural gas sales
  $
209,032
    $
211,792
    $
435,106
    $
422,121
 
  Interest income
   
7,221
     
11,279
     
13,879
     
22,428
 
  Other income
   
--
     
2,760
     
--
     
2,760
 
                                 
     
216,253
     
225,831
     
448,985
     
447,309
 
                                 
Expenses:
                               
  Lease operating expense including
                               
    production taxes
   
57,469
     
62,927
     
123,158
     
138,423
 
  General and administrative
   
35,874
     
40,789
     
98,826
     
84,661
 
  Overhead expense, related party
   
8,126
     
12,055
     
24,444
     
24,180
 
  Accretion expense
   
1,467
     
1,614
     
2,934
     
3,227
 
  Depletion and depreciation
   
12,000
     
12,500
     
24,500
     
25,000
 
     
114,936
     
129,885
     
273,862
     
275,491
 
                                 
Income before income taxes
   
101,317
     
95,946
     
175,123
     
171,818
 
Income taxes expense
   
23,000
     
30,000
     
39,000
     
52,000
 
                                 
Net income
  $
78,317
    $
65,946
    $
136,123
    $
119,818
 
                                 
Net income applicable to
                               
  preferred B shares
   
76,682
     
62,965
     
132,091
     
113,356
 
                                 
Net income applicable to
                               
  common shares
  $
1,635
    $
2,981
    $
4,032
    $
6,462
 
                                 
                                 
Basic and diluted net income
                               
  per common share
  $ *      
*
    $
0.01
    $
0.01
 
                                 
Weighted average common shares outstanding
   
551,224
     
551,224
     
551,224
     
551,224
 
 
* less than $0.01 per common share.

See accompanying notes to unaudited condensed financial statement.

5


 
CROFF ENTERPRISES, INC. 
STATEMENTS OF STOCKHOLDERS’ EQUITY 
  For the year ended December 31, 2006 and the six months ended June 30, 2007
  (Unaudited)
 
 
 
 
 
   
 
   
 
   
 
   
Capital in
   
 
   
 
 
 
 
 Preferred B stock
   
Common stock
   
excess of
   
Treasury
   
Accumulated
 
 
 
Shares
   
 Amount
   
Shares
   
Amount
   
par value
   
stock
   
earnings
 
 
Balance at December 31, 2006 
   
540,659
    $
1,380,387
     
620,643
    $
62,064
    $
155,715
    $ (107,794 )   $
196,963
 
 
Net income for the six months 
                                                       
      ended June 30, 2007 
   
-
     
-
     
-
     
-
     
-
     
-
     
119,818
 
   Preferred stock reallocation 
   
-
     
113,356
     
-
     
-
     
-
     
-
      (113,356 )
 
Balance at June 30, 2007 
   
540,659
     
1,493,743
     
620,643
    $
62,064
    $
155,715
    $ (107,794 )   $
203,425
 
 
See accompanying notes to unaudited condensed financial statement
 
 
6


CROFF ENTERPRISES, INC.
 
STATEMENTS OF CASH FLOWS
 
For the six months ended June 30, 2006 and 2007
 
(Unaudited)
 
             
             
             
   
2006
   
2007
 
Cash flows from operating activities:
           
  Net income
  $
136,123
    $
119,818
 
  Adjustments to reconcile net income to
               
    net cash provided by operating activities:
               
      Depletion, depreciation and accretion
   
27,434
     
28,227
 
      Changes in operating assets and liabilities:
               
        Accounts receivable
   
19,232
     
5,711
 
        Accounts payable
    (6,814 )     (24,617 )
        Accrued liabilities
    (48,903 )     (41,094 )
    Net cash provided by operating activities
   
127,072
     
88,045
 
                 
Cash flows from investing activities:
               
  Deposit received for sale of assets
   
100,000
     
--
 
  Acquisition of property leases and improvements
    (50,454 )     (22,845 )
    Net cash provided by investing activities
   
49,546
      (22,845 )
                 
Cash flows from investment activities:
               
  Costs incurred for the benefit of farmout agreement
    (300,621 )    
--
 
    Net cash (used) by financing activities
    (300,621 )    
--
 
                 
Net increase (decrease) in cash and cash equivalents
    (124,003 )    
65,200
 
Cash and cash equivalents at beginning of period
   
902,257
     
985,729
 
Cash and cash equivalents at end of period
  $
778,254
    $
1,050,929
 
                 
Supplemental disclosure of non-cash investing and financing activities: None
         
                 
   
                 

See accompanying notes to unaudited condensed financial statement.

7


CROFF ENTERPRISES, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Basis of Preparation

The condensed financial statements for the three and six month periods ended June 30, 2006 and 2007 in this report have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission and reflect, in the opinion of the management, all adjustments necessary to present fairly the results of the operations of the interim periods presented herein.  Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes the disclosures presented herein are adequate to make the information presented not misleading.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2006, which report has been filed with the Securities and Exchange Commission.  The Annual Report is available from the Company’s website at  www.croff.com, and online at the Securities and Exchange Commission website at www.sec.gov/edgar.

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.  Croff is an independent energy company engaged in the business of oil and natural gas exploration and production, primarily through the acquisition of producing oil and natural gas leases as well as the ownership of perpetual mineral interests.  Other companies operate almost all of the wells from which Croff receives revenues and Croff has no control over the factors which determine royalty or working interest revenues, such as markets, prices and rates of production.  Today, Croff participates as a working interest owner in approximately 40 wells or units of several wells.  Croff holds small royalty interests in approximately 212 wells.

Summary of Current Events – Primarily Termination of the Tiayuan Rongan Business Trading Company Ltd. Acquisition Agreement

Croff Enterprises, Inc. announced on December 14, 2006, a Stock Exchange Agreement (providing for shareholder approval) providing for the majority acquisition of the Tiayuan Rongan Business Trading Company Limited, hereafter “TRBT”, a Chinese company, which operates shopping malls, located in the city of Taiyuan, Shanxi Province, in the Peoples Republic of China. The stock for stock equivalent Exchange Agreement (hereafter “exchange agreement”) provided for a change in control of Croff, a change in the business of Croff, and new management team. As part of that agreement, Croff was to cancel its Preferred B stock by exchanging all Preferred B assets (oil and gas assets and cash) in exchange for all (67.2%) of the Preferred B shares of the principal shareholder. The 67.2% of the Preferred B shares held by C. S. Financial LLC and Jensen Development Company, which are owned by Croff’s Chairman, Gerald L. Jensen, would be exchanged for 67.2% of the assets and the balance of the Preferred B assets purchased for $600,000.

On June 1, 2007, Croff Enterprises, Inc. announced that it had terminated the exchange agreement with “TRBT”. The agreement was cancelled due to the failure of TRBT to timely supply qualifying financial statements to complete the proxy process and to comply with reporting requirements of a public company.  As part of the “TRBT” agreement, Croff had agreed to cancel all of its Preferred B shares and sell the remaining 32.8% of its oil and gas assets not held by the principal shareholders in return for receiving all of the principal shareholders Preferred B shares constituting 67.2% of all Preferred B shares and the sum of $600,000.

8


             Subsequent to the cancellation of the “TRBT” Exchange Agreement, the Board appointed an Independent Committee to determine whether to seek the continuation of the Preferred B sale and pursue other strategic alternatives. The Independent Committee was constituted on June 15, 2007. The Independent Committee is reviewing the strategic options available to the Company with the goals of simplifying the corporate structure, becoming a larger company and lowering the costs of compliance for a small public company.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operation are based upon financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.  The Company analyzes its estimates, including those related to oil and natural gas revenues, oil and natural gas properties, marketable securities, income taxes and contingencies.

The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its financial statements and the uncertainties that it could impact results of operations, financial conditions and cash flows.  The Company accounts for its oil and natural gas properties under the successful efforts method of accounting.  Depletion, depreciation and amortization of oil and natural gas properties and the periodic assessments for impairment are based on underlying oil and natural gas reserve estimates and future cash flows using then current oil and natural gas prices combined with operating and capital development costs. There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves and in projecting future rates of production and timing of development expenditures. Historically, oil and natural gas prices have experienced significant fluctuations and have been particularly volatile in recent years. Price fluctuations can result from variations in weather, levels of regional or national production and demand, availability of transportation capacity to other regions of the country and various other factors. Increases or decreases in oil and natural gas prices received could have a significant impact on future results.

Liquidity and Capital Resources

At June 30, 2007, the Company had assets of $1,924,495 and current assets totaled $1,170,118 compared to current liabilities of $49,420.  Working capital at June 30, 2007 totaled $1,120,698 an increase of 13% compared to $995,498 at December 31, 2006.  The Company had a current ratio at June 30, 2007 of approximately 24:1. During the six month period ended June 30, 2007, net cash provided by operations totaled $88,045, as compared to $127,072 for the same period in 2006. This decrease was primarily due to reduction of current liabilities in 2007.  The Company’s cash flow from operations is highly dependent on oil and natural gas prices.  The Company had no short-term or long-term debt outstanding at June 30, 2007.

Capital expenditures in the second quarter included $22,845 paid for completion of the Shriners II well which was started in 2006. This well is currently producing.  The Company’s plans for ongoing development, acquisition and exploration expenditures, and possible equity repurchases over and beyond the Company’s operating cash flows will depend entirely on the Company’s ability to secure acceptable financing, and reasonably priced opportunities.  Bank borrowings may be utilized to finance the Company’s 2007 capital budget.  In addition, the Company will utilize its internal operating cash flows.  Future cash flows are subject to a number of variables, including the level of production and oil and natural gas prices.  There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned levels of capital expenditures or that increased capital expenditures will be undertaken.

The Company believes that borrowings from financial institutions, projected operating cash flows and the cash on hand will be sufficient to cover its working capital requirements for the next 12 months, if continuing its current oil and gas activities.  In connection with consummating any significant acquisition or funding an exploratory or development drilling program, additional debt or equity financing will be required, which may or may not be available on terms that are acceptable to the Company.
9

 
While certain costs are affected by the general level of inflation, factors unique to the oil and natural gas industry result in independent price fluctuations. Over the past five years, significant fluctuations have occurred in oil and natural gas prices. Although it is particularly difficult to estimate future prices of oil and natural gas, price fluctuations have had, and will continue to have, a material effect on the Company.  Overall, it is management’s belief that inflation is generally favorable to the Company since it does not have significant operating expenses.

Results of Operations

Three months ended June 30, 2007 compared to three months ended June 30, 2006.

The Company had a net income for the second quarter of 2007 which totaled $65,946 compared to a net income of $78,317 for the same period in 2006.  This decrease in income from 2006 was due to lower prices for natural gas, higher lease operating expenses, and higher general and administrative expenses. The company expects lease operating expenses to remain relatively stable and general and administrative expenses to be higher due to strategic corporate changes.

Revenues for the second quarter of 2007 totaled $225,831, a slight increase from the same period in 2006. Oil and natural gas sales for the second quarter of 2007 totaled $211,792, a 1.3% increase from the same period in 2006.  Increased oil prices were mostly offset with lower natural gas prices in the current quarter.  The Company’s average sales price of oil in the second quarter of 2007 was slightly higher than the same period in 2006.  The Company’s average sales price of natural gas in the second quarter of 2006 was approximately $5.50 per Mcf (Mcf equates to one thousand cubic feet). The price in the second quarter of 2007 was approximately $5.00 per Mcf.

For the second quarter of 2007, lease operating expenses, which include all production related taxes, totaled $62,927 compared to $57,469 incurred for the same period in 2006.  This increase was primarily due to inflation in oil service pricing in 2007.

Estimated depreciation and depletion expense for the second quarter of 2007 totaled $12,500 and for 2006, totaled $12,500.

General and administrative expense, including overhead expense paid to a related party, for the second quarter of 2007, totaled $52,844 compared to $44,000 for the same period in 2006.  This increase related primarily to the higher costs incurred in the TRBT acquisition and proxy.  The Company has incurred additional costs during the second quarter in both 2006 and 2007, associated with compliance with the Sarbanes-Oxley Act of 2002.

Provision for income taxes for the second quarter of 2007 totaled $30,000 compared to $23,000 for the same period in 2006.  This increase is primarily attributable to the expiration of offsetting tax loss carry forwards in 2007 and being in a higher tax bracket.

Six Months ended June 30, 2007 compared to the six months ended June 30, 2006.
 
Revenues for the six months ended June 30, 2007 totaled $ 447,309 essentially equal with revenues of $448,985 at June 30, 2006. Net income for the six months ended June 30, 2007 and 2006 totaled $119,818 and $136,123 respectively. This decrease in the net income was primarily due to a higher provision for income taxes.

Oil and gas sales for the six months ended June 30, 2007 totaled $422,121 a 3% decrease from the $435,106 for the same period in 2006. This slight decrease in oil and gas sales in 2007 compared to 2006 is primarily attributed to a decrease in natural gas prices.

 
10

 
Lease operation expense which includes all production related taxes for the six months ended June 30, 2007 totaled $138,423 an 11% increase from $123,158 in 2006. This increase was primarily due to higher oilfield service costs in 2007.

Depletion and depreciation expense for the six months ended June 30, 2007 totaled $25,000 from the sum of $24,500 incurred for the same period in 2006. This increase was due to the small increase in producing assets in 2007.

General and administrative expenses, including overhead expense paid to related party, for the six months ended June 30, 2007 totaled $108,841 compared to $123,270 for the same period in 2006. Overhead expense paid to related party for the six months ended June 30, 2007 totaled $24,180 compared to $24,444 incurred for the same period in 2006. The decrease in overhead expenses is primarily attributed to timing of professional fees in the cancelled TRBT acquisition.  The Company has also incurred additional costs during both 2006 and 2007 with respect to strategic planning.[This should conform to the quarter above]

Provision for income taxes for the six months ending June 30, 2007 totaled $52,000 compared to $39,000 from the same period in 2006. This increase is primarily attributable to the expiration of offsetting tax loss carry forwards in 2007 and being in a higher tax bracket.
 
 
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s major current market risk exposure is in crude oil and natural gas prices.  Realized pricing is primarily driven by the prevailing domestic price for oil and natural gas.  Historically, prices received for oil and natural gas production have been volatile and unpredictable.  Pricing volatility is expected to continue.  Natural gas price realizations for the Six months ended June 30, 2007, ranged from a monthly low of approximately $3.50 per Mcf to a monthly high of approximately $8 per Mcf.  Oil prices ranged from a monthly low of approximately $55 per barrel to a monthly high of approximately $70 per barrel. A decline in prices of oil or natural gas could have a material adverse effect on the Company’s financial condition and results of operations.  For the six months ended June 30, 2007, a 10% reduction in oil and natural gas prices would have reduced revenues by approximately $42,000.
 
ITEM 4.   CONTROLS AND PROCEDURES

 
As of June 30, 2007, our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Exchange Act, the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act, and the rules and regulations promulgated thereunder.
 
11


PART II.                      OTHER INFORMATION

ITEM 5.  SUBSEQUENT EVENTS

 
(a)  
 On August 15, 2007, Jennifer Miller resigned as the chief accounting officer and secretary of the corporation. The Board expects to appoint a new officer at its next meeting.

         (b)  Within the next five days, the company intends to file an Amended 10-K to correct what the Company regards as certain technical accounting disclosure matters.  In all events, the Company does not believe that the accounting changed any of the actual performance data, such as revenues, net earnings or balance sheet data, but were made primarily to conform the categorizations and descriptions of certain financial information as requested by the SEC.  Further, the Company does not intend to, for the foregoing reasons, restate any of its prior financial statements or prior filings.  Any person wishing to obtain a listing of and directory to the specific amendments in the financial data and narrative information within the 10-K/A may obtain a copy identifying those changed sections from the Company upon written request.

 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


   (a)  
Exhibits – The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

 
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
 
31.2 Certification of Acting Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
 
32.1 Certification of Chief Executive Officer, dated May 12, 2006, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002. *
 
32.2 Certification of Acting Chief Financial Officer, dated May 12, 2006, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002. *

 
*
Filed herewith
 
 
 
 

 

   (b)  
The following reports on Form 8-K were filed by Registrant

The Company filed a current report on Form 8-K on June 1, 2007 announcing that the Exchange Agreement with Taiyuan Rongan Business Trading Company has been terminated.
 
12

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CROFF ENTERPRISES, INC.


Date: August 20, 2007                                                                           By /s/ Gerald L. Jensen                                                                           
Gerald L. Jensen,
Acting Chief Financial Officer and Chief Executive Officer



13

ex31_1.htm
EXhibit 31.1
CERTIFICATIONS


I, Gerald L. Jensen, certify that:

1.  
As Chief Executive Officer, I have reviewed this quarterly report on Form 10-Q of Croff Enterprises, Inc.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
As Chief Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
As Chief Executive Officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 20, 2007                                                                           By /s/ Gerald L. Jensen
Gerald L. Jensen, President,
Chief Executive Officer

ex31_2.htm
Exhibit 31.2
CERTIFICATIONS


I, Gerald L. Jensen certify that:

1.  
As Acting Chief Financial Officer, I have reviewed this quarterly report on Form 10-Q of Croff Enterprises, Inc.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
As Acting Chief Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
As Acting Chief Financial Officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 


Date: August 20, 2007                                                                           By /s/ Gerald L. Jensen                                                                           
Gerald L. Jensen,
 Acting Chief Financial Officer
 

 
ex32_1.htm
 
Exhibit 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Croff Enterprises, Inc. (the "Company") on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald L. Jensen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  This Report on Form 10-Q for the period ended June 30, 2006 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  I further certify to the best of my knowledge that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Croff Enterprises, Inc.



Date: August 20, 2007                                                                           By /s/ Gerald L. Jensen
Gerald L. Jensen, President,
Chief Executive Officer




 Acting Chief Financial Officer

ex32_2.htm
Exhibit 32.2



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Croff Enterprises, Inc. (the "Company") on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald L. Jensen, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  This Report on Form 10-Q for the period ended June 30, 2007 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  I further certify to the best of my knowledge that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Croff Enterprises, Inc.



Date: August 20, 2007                                                                           By /s/ Gerald L. Jensen
Gerald L. Jensen,
 Acting Chief Financial Officer