UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

 (Amendment No. 1)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

Croff Enterprises, Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(3)

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2007 PROXY STATEMENT


SPECIAL MEETING OF SHAREHOLDERS


A Special meetingMeeting of Shareholders of
Croff Enterprises, Inc.
will be held at:



3773 Cherry Creek Drive North
Meeting Room, Second Floor, Room 280
Denver, Colorado
Telephone: (303) 383-1555

on

___________,


December 21, 2007, at 11:0010:30 A.M.


GENERAL INFORMATION & INCORPORATION BY REFERENCE


THIS PROXY STATEMENT IS BEING MAILED ON APPROXIMATELY MARCH ___,DECEMBER 7, 2007 TO ALL CROFF COMMON AND PREFERRED “B” SHAREHOLDERS OF RECORD IN CONNECTION WITH THE SOLICITATION OF THEIRYOUR VOTE BY THE BOARD OF DIRECTORS OF CROFF ENTERPRISES, INC. (“the Company” or “Croff”) with regard to a Special meetingMeeting of shareholders to be held on ___,December 21, 2007, at 11:0010:30 a.m. at 3773 Cherry Creek Drive, North #1025,Meeting Room 208, Denver, Colorado 80209, Telephone: (303) 383-1555, pertaining383-1555.  This meeting is called to discuss and vote upon the following described transfer of Croff’s assets pledged to the preferred “B” shares, (oil and gas assets) to a private corporation to be owned by the preferred “B” shareholders, after the preferred “B” share exchangeexchange.  Common shareholders also will be asked to vote upon the election of directors and resulting acquisition.ratification of the auditors in the same manner as at a general shareholder meeting.  This Proxy Statement should be reviewed in connection with the copy of the Croff Annual Report filed on SEC Amended Form 10-K10-K/A dated December 31, 2006.

2006 and as restated and filed on August 28, 2007.


VARIOUS ITEMS OF IMPORTANT INFORMATION AND ACCOUNTING FOR THE COMPANY RELATED TO THIS PROXY STATEMENT, SUCH AS “DESCRIPTION OF THE BUSINESS”, ARE SET-OUT IN THE ANNUAL REPORT CONCURRENTLY DELIVERED TO SHAREHOLDERS ON AMENDED FORM 10-K.10-K/A.  (SEE OTHER INFORMATION PARAGRAPH OF THIS PROXY AT PAGE 37)51).  SUCH DETAILED INFORMATION MAY BE RELEVANT IN REVIEWING THIS PROXY STATEMENT, BUT IS NOT REPEATED IN THIS DOCUMENT.   ACCORDINGLY, EACH SHAREHOLDER SHOULD REFER TO THE AMENDED 2006 FORM 10-K10-K/A BEFORE COMPLETINGCOMPLETING THEIR PROXY BALLOT.


Proxies voted in accordance with the accompanying ballot form, which are properly executed and received by the Secretary to the company prior to the Special meeting, will be voted. Shareholder Proposals are discussed at Page 53.

51.




TABLE OF CONTENTS

TABLE OF CONTENTS

 Page
General Information & Incorporation by Reference 1 
Glossary of Selected Commonly Used Terms 3-5 
General Description of Transaction and Proxy 6-106-11 
Common Shareholder Vote & Ballot Form 11-1211-14 
Preferred Shareholder Vote & Ballot Form 1214-15 
Voting Procedures & Terms 12-1415-17 
Principal Shareholders and Parties Having a Substantial Interest 14-1517-19 
Executive Compensation 15-16 
Proposed Directors and Executive Officers & Compensation 16 
Sharehold Interest of Proposed Management and Parties Having Substand Interests 19-2120 
Discussion of Proposed Remuneration 20 
Certain Relationships and Related Transactions 2121-22 
Management’s Stock Rights and Options 22 
Corporate Governance 23-2423-25 
Corporate Performance Graph 2425 
Matters Subject to Shareholder Vote: 25 

Election of Directors

25 

Exchange Agreement

Summary Information as to Directors/Principal Officers26
Executive Compensation27-28
Ratification of Appointment of Independent Accountants 29
Vote on Division of Company and Related Acquisition Terms 

Items 		25-3529-38 
ManagementsManagement’s Discussion and Analysis of Financial Condition andconditions of Result of Operations  36-3939 
Combined Crof/TRBT Pro- FormaCroff Financial StatementsAnalysis 42-4339-42 
Tax Considerations 43-4542 
Auditors 4543-44 
Risk Factors 45-5044-47 
Dissenting Shareholder Rights 5148 
Other Matters 5249 
Stockholder Proposals 5249 
Section 16(A) Beneficial Ownership Reporting Compliance 5249 
Other Information 5249 
ExhibitsExhibit   


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GLOSSARY OF SELECTED COMMONLY USED TERMS


The following terms are frequently used in this Proxy and may be important to you in understanding and interpreting various provisions of the overall Proxy Statement.  While your managementBoard has attempted to briefly define each of these terms in the context of where first used, it was believed that a general and centralized glossary of these selected terms as more extensively defined may also be helpful to shareholders in reviewing this proxy information:


Closing Date.Croff & Croff Oil.

The closing date


          As used herein Croff or the Company, shall mean and include only the public entity known as Croff Enterprises, Inc.  Whenever reference is a future date to be set between the current management of Croff and the TRBT group to exchange all documents and to tender shares and other considerations required by the exchange agreement. The closing date is conditioned upon and will occur after the anticipated majority share approval of the matters set-out in this proxy statement, but in all events not more than 30 days after the anticipated majority approval of the matters solicited by this proxy. The closing date will also be deemed to be the effective date for the merger transaction, even though the Articles of Amendment required by state law may be filed subsequentmade to the closing date. The closing dateproposed private company which will own  the Croff preferred “B” assets, it shall be the formal date on which all actions authorized by this proxy are deemed effective; except, however, the parties to the exchange agreement intend to use January 31, 2007designated Croff Oil or described as the effective date for all tax purposes incident to the closing of the merger. This excepted date should have no consequences to current public shareholders.

“the private company”.


Croff Majority Shareholders.


For the purposes of this proxy, the Croff majority common shareholders shall mean and include the common shares held by both the Croff principal shareholders, as defined below, andin combination with Mr. Julian D. Jensen, who is also an independent director of this company and a holder of approximately 5.7% of the common shares; which shareholder, in combination with the principal shareholders, constitutes a majority of the common shares.  As to the preferred “B” shares, the principal shareholders, defined below, are also the majority shareholders.

Exchange Agreement.Dissenting Shareholder Rights.

As generally

  Dissenting shareholder rights as used in this proxy statement,shall refer to those provisions of Utah law (Utah Code Annot. §16-10a-1301 et. seq.) which would require or allow the exchange agreement referscorporation in certain forms of reorganization or transfer of assets to that certain share exchange agreement entered between Croff and Taiyuan Rongan Business Trading Company Limited of China (“TRBT”) dated December 12, 2006 andoffer to shareholders an option to “cash-out” their shares for a proffered monetary consideration rather than for them to continue on in the reorganized company as subsequently more particularly described in these proxy materials and providing for the exchange of shares between the two entities together with the sale and liquidationa shareholder.  The specific terms of the oildissenting shareholder rights as employed in this proxy are separately set-out in the following sections, but will essentially provide a fixed price to be paid to all common and gas assets and related liabilities of Croff in exchange for the tender and cancellation of all preferred “B” shares;shareholders not wishing to continue on and vote in favor of the current proposed plan of asset transfer and corporate division.  The company will offer a cash payment byfixed redemption price per share and if the principal shareholders;shareholder is not satisfied with that price, they can propose an alternative price and see if the company will accept the alternative proposal.  If the company and the shareholder do not reach an agreed upon resolution, then Croff will be required to institute an action in a distributionUtah district court seeking a judicial determination of two common shares for each preferred “B” share to the Croff shareholders other thanfair valuation of the principal shareholders.

shares.


Independent Director.


Croff, because of its relatively small size and limited trading market, has not been subject to any institutional definition forof an independent directorsdirector by any national securities exchange, such as the New York Stock Exchange or the American Stock Exchange.  Further, because the company has a very limited public trading market for its shares, it has not deemed itself subject to any mandated definition of an independent directorsdirector by the National Association of Securities Dealers (NASDAQ).  Croff has adopted and applied internally the following definition of an independent director:


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A director which is not an officer or employee of the company, is not in a position to exercise control over other directors or shareholders and who holds less than 10% of the voting stock of the company.

A director who is not an officer or employee of the company, is not
in a position to exercise control over other directors or shareholders
and who holds less than 10% of the voting stock of the company.
General Notice Requirement to Shareholders.


The term notice requirement to shareholders is primarily used in this proxy statement in reference to procedures to be followed by the company in attempting to notify shareholders related to their interest as previous preferred “B” shareholders, but now holding common shares pursuant to the anticipated close of the exchange agreement.corporate division.  The Utah Revised Business Corporation Act (URBCA) provides that the company must continue to provide notice to shareholders for all notice purposes, including notice of meeting and voting, until and unless the company receives back two attempted mailings to such shareholders indicating the address is “undeliverable”.  Croff has undertaken by this proxy to attempt to notify all shareholders of record of the present proxy process and exchangethe division of their preferred “B” shares.the existing Croff Enterprises into two separate entities.  The subsequent management of the company will attempt, in the normal course of shareholder communications, to notice for shareholders that itthe company has not been able to contact with regard to exchange of shares on at least one other subsequent occasionthem prior to determining that itthe company has exhausted its notice requirements to that shareholder under Utah corporate law.  In the event that the company is no longer required to attempt notice to any shareholder, it will hold the exchange common shares as converted from preferred “B” shares under the Utah provisions for unclaimed property for a period not to exceed 5five years and deem that it may tender any unclaimed shares to the state of Utah as unclaimed property, pursuant to Utah Code Annot. §67-4a-208, which also requires providing the last known address of that shareholder.  Utah lost or abandoned property procedures once, (once stock or other valuable assets are tendered to the state as lost or abandoned property) are relatively complex,complex; but, in short, provide for the state to continue to attempt public notice for a prescribed period of time in an attempt to locate the holder of that property and after a prescribed period of time and series of published notices and public lists, depending on individual circumstances,  to deem that such location is not possible and allow the property or proceeds of sell to revert (escheat) to the state of Utah.


Oil and Gas Assets.Preferred “B” Assets..


The oil and gaspreferred “B” assets, are allwhich would be assigned to a separate corporation owned by the preferred “B” shareholders, constitute the present oil and gas properties, and lease interests owned by Croff, whether inand related bank accounts, receivables, production or in reserve,equipment and intangibles and all related liabilities pledged to the preferred “B” shares.  These assets are more particularly itemized and set-out in an exhibitthe 2006 Amended 10-K/A report and Schedule A to the exchange agreement. ForPlan of Corporate Division.  Upon the purposes of the exchange agreement and this proxy the valuation of oil and gas assets should be deemed to be the consideration being received as part of the exchange agreement, the $600,000, plus the preferred “B” shares to be received for cancellation from the principal shareholders. Upon close of the exchange agreement,corporate division plan, there will be no further oil and gas assets or interestliabilities left in Croff, which assets will have been acquired byCroff.

Plan of Corporate Division and Asset Transfer.

         The plan of corporate division is the principal shareholders as defined below. It should be understoodproposal for which this proxy is being solicited.  The plan essentially proposes that the Croff oil and gas assets are also sometimes described as theall preferred “B” assets in various documents and this proxy statement, andof Croff are the oil and gas assetsto be transferred to a new private corporate entity to be known as Croff Oil.  Each current preferred “B” shareholder of Croff Enterprises, Inc. would receive one share in Croff at the time of the share exchange which were solely and exclusively pledged as assets to theOil for each issued preferred “B” shares.

share, which preferred “B” shares would then be cancelled of record.  All common shareholders would continue on without change. Croff would essentially become, for an interim period, a shell company with only cash assets, seeking further acquisition or merger opportunities.
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Principal Shareholders.

Principal Shareholders.

The principal shareholders of Croff shall mean and include Mr. Gerald L. Jensen, Jensen Development Company, and CS Finance, LLC. all of which are business entities fully controlled by  Mr. Gerald L. Jensen, and which entities collectively own 67.2% of the preferred “B” shares outstanding and approximately 46%47% of the common stock, as more particularly described in these proxy materials.  Mr. Gerald L. Jensen is also the current chairman and president of Croff and through one or moreCroff.

Public Shareholders.

          Public shareholders of these controlled entities will be the intended purchaser of the Croff, oil and gas assets as described in the exchange agreement.

Public Shareholders.

Public shareholders as used generically in this proxy statement, are meant to include all shareholders who are not defined as part of the principal shareholders andshareholders; or, except as may be explicitly noted, are not members of the board of directors holding shares. Within this definition, thedirectors.  The public shareholdershareholders presently hold approximately 54.1%44% of the issued and outstanding common shares and approximately 32.8%32% of the preferred “B” shares.


Record Date.


The record date refers to the official date upon which Croff will determine the common and preferred “B” shareholders entitled to vote on the proxy matters in this proxy statement.  The record date set-out in thisthese proxy materials is a date thirty days prior to the date upon which the SEC review of the proxy waswill be completed and the proxy determined effective by the board of directors for mailing purposes to all shareholders of record as of that date.  The actual record date, as determined, will be inserted in this proxy prior to mailing.




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GENERAL DESCRIPTION OF TRANSACTIONPROXY


On December 12, 2006,June 1, 2007, Croff Enterprises, Inc. (hereafter “Croff” or the “company”) entered intoofficially terminated a Stock for Stock Equivalentproposed Share Exchange Agreement (the “Exchange Agreement”)plan withTaiyuan Rongan Business Trading Company Limited (hereafter “TRBT”), a private Chinese company located.  TRBT was engaged in or around the city of Taiyuan, Shanxi Province,operating retail shopping malls in the People’s Republic of China (“PRC” or “China”).

The essential natureChina.  That exchange, if closed, would have resulted in TRBT owning a preponderant majority of the exchange agreement provides for Croff to issue approximately 11,000,000 restricted common shares to the shareholders of TRBT under claimed exemptions from registration in exchange for the acquisition of 80% of the outstanding equity and ownership of TRBT by Croff. Croff will also convert its Preferred B share into two shares of its common stock in exchange for each share of Preferred B stock held by the non-principal shareholder holding Preferred B shareholders, and accept the tender of the remaining Preferred B shares from the principal shareholders as outlined below. Croff would then cancel all Preferred B shares.

In the event of an affirmative vote in favor of the exchange agreement, Croff would own eighty percent (80%) of all of the issued and outstanding equity interest of TRBT. TRBT in turn owns a seventy six percent (76%) ownership interest in six shopping malls located in or around the City of Taiyuan, China, which is located approximately 400 kilometers west of Beijing, China. As a result, Croff will own an approximately sixty one percent (61%) net interest in the shopping malls.

In the event of closing, the prior TRBT shareholders will receive and hold approximately 92.5% of all issued and outstanding shares of Croff and the currentcompany assuming the operation of such malls in the People’s Republic of China as its principal business.  The board terminated this Share Exchange prior to a proxy solicitation to its shareholders due to a failure of performance by TRBT, particularly related to timely providing adequate financial statements.


Subsequent to the termination of the proposed transaction with TRBT, Croff’s board of director’s appointed an independent committee to review the strategic direction of Croff, including whether to go forward with the transfer of the preferred “B” assets to a new entity and to cancel the preferred “B” shares.  The independent committee determined and the full board adopted a plan to “split” the existing Croff into two entities and transfer the Croff preferred “B” assets to the new entity, Croff Oil, and issue one common share in the new entity for each preferred “B” share outstanding.  Croff Enterprises would continue as a public company and continue to seek a strategic reorganization through acquisition or merger with an, as yet, undetermined business entity.    The oil and gas assets of Croff which are pledged to the preferred “B” shareholders as of a datewould be transferred, subject to approval of this Proxyproxy, to a new private entity to be known as Croff Oil Company, owned by the preferred “B” shareholders.

Each current preferred “B” shareholder would be entitled to one common share of Croff Oil for each Croff Enterprises preferred “B” share presently held of record.  It is intended that Croff oil would be operated as a private company with the existing management of Croff Enterprises constituting its initial officers.  Croff Oil’s initial board of directors would be Mr. Gerald L. Jensen, Mr. Richard Mandel and Mr. Julian Jensen.  All preferred “B” shares would be cancelled of record after the exchange to common shares as holder described above.  Existing preferred “B” shareholders, not tendering for exchange, would continue to hold approximate 7.5%be entitled to the common share exchange right until such time as the exchange common may be surrendered to the state of Utah as lost or abandoned property.

Under the Utah Dissenting Share Rights Statute, any shareholder not approving the division of the company and asset transfer will be afforded an opportunity to tender his, her or its common or preferred shares for cash in lieu of remaining as a shareholder in the public or intended private company.  The board has determined to offer $4.25/share for each preferred “B” share and $1.00/share for each common share under the dissenting shareholder rights provisions of this proxy. The preferred “B” purchase amounts will be paid by Croff from the preferred “B” accounts or by the Croff principal shareholders, which have agreed to provide all additional amounts needed.  The common shares will be purchased from corporate funds.  Each shareholder will also have a right under the Utah statute to challenge these offered redemption prices and to require a judicial determination if a compromise is not reached. The specific terms of Utah Dissenting Shareholder Rights are more fully set-out and described under a following section of this proxy headed as such.

The independent committee has determined that the simplified capital structure existing after and in the event of the transfer of oil and gas assets will more likely allow Croff to grow and gain more scalable oil and gas assets and that the company should have greater flexibility and success in going forward to acquire new oil and gas assets or other business opportunities if the existing assets are transferred.
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In the event of the conclusion of the corporate division, making a hypothetical assumption that all current public shareholders of Croff will retain their common shares rather than elect the dissenting rights for a cash payment, the public shareholders of Croff would own approximately 44% of the issued and outstanding common shares in Croff and, the Principal Shareholders would own approximately 56% of the issued and outstanding shares, including the shares held by other members of Croff.

the board of directors.


In the private company, Croff Oil, the Croff principals would hold approximately 67.2% of the common stock and the other prior Croff shareholder’s would own 32.8%, assuming no dissenting shareholder rights are exercised.

Croff has determined that if the cash redemption demand for its common shares exceeds $250,000, then Croff will reserve the right to terminate the plan of corporate division based upon Croff’s perception of the minimal amount of capital required by Croff to remain viable.

Croff has determined, through its board of directors, to attempt to continue as an oil and gas company subsequent to the completion of the corporate division, so far as possible, and intends to seek out new oil and gas assets as part of its ongoing business plan.  It is anticipated that the nature of oil and gas assets to be acquired in the future by Croff will be more “scalable” in nature, that is that they will be primarily acquired, so far as possible with potential for additional drilling and expansion opportunities.

The proposed exchange agreementplan of corporate division is subject only to an affirmative majority common and preferred shareholder vote and ratification pursuant to this Proxy Statement.at the meeting.  Estimates or projections of the effect of the transaction upon the valuation of the Croff shares or stock price of the shares cannot and will not be made by Croff as part of the acquisition.

exchange.


Each shareholder is further advised that the Croff principal shareholders intend to vote in favor of the exchange agreementcorporate division and all related matters and hold sufficient Croff common in connectionconjunction with Mr. Julian Jensen, a co-director, as to the common stockdirector, to constitute the Croff majoritya common shareholders;share majority.  As to the preferred “B” shares, the principal shareholder aloneshareholders currently hold a majority sharehold position.

Essential Terms  The analysis and basis of Share Exchange Agreementthe Board’s recommendation of each specific proxy proposal will be more fully set-out and explained under the following section on “Specific Matters to be Voted Upon”.


General Meeting Agenda.

In addition to the special items to be voted upon as generally described above, the board will present the current directors, and new director, as nominees for re-election and the ratification of the reappointment of the current independent auditor for Croff for an annual term by the common shareholders as part of general meeting agenda.  These matters are more fully discussed below:


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Summary of the Plan of Corporate Division and Asset Transfer.

The primary terms of the Agreementplan of corporate division and asset transfer are as set-out below.  However, each shareholder, or other interested party, is encouraged to review the complete Exchange Agreementplan as previously filedoutlined and the availability of which is subsequently set-out:

  • As noted above,set-out in the event of the successful consummation of the share exchangepursuant to the exchange agreement, Croff will be acquiring eighty percent (80%) ofthe issued and outstanding equity interest of TRBT, which in turn owns seventy sixpercent (76%) of all equity and ownership interest in six shopping malls in or around the city of Taiyuan, China, resulting in a net equity interest in the properties by Croffof approximately sixty one percent (61%).

  • As a necessary term and provision of the exchange agreement, the principal shareholders will, subject to majority common and preferred “B” shareholder vote,acquire 67.2% of all of the preferred B assets from Croff in exchange for thecancellation of the 67.2% of the class “B” preferred shares the principal shareholdersnow hold. The principal shareholders will exchange three hundred sixty threethousand and five hundred thirty five (363,535) shares, or 67.2% of the class “B”shares outstanding, in exchange for 67.2% of the stock of a new subsidiary to whichthe oil and gas assets of Croff have been assigned. These class “B” preferred shareswill be cancelled by the company of record upon tender. A discussion of preferred“B” asset and share valuation follows this outline of the essential terms of theexchange agreement.

  • The principal shareholders will concurrently with the exchange of their 67.2% of thepreferred “B” shares, tender the sum of six hundred thousand dollars ($600,000) incash to the company, and assume all liabilities of the oil and gas assets except taxliabilities of Croff, in exchange for the remaining 32.8% of the stock of the newCroff subsidiary to which all oil and gas assets have been assigned.

  • Croff will , as part of the exchange agreement closing and as consideration to thepreferred “B” shareholders who are not principal shareholders, convert all remainingpreferred “B” shares outstanding, being the remaining 32.8% of the issued andoutstanding class of preferred “B” preferred shares, to common shares on a ratio oftwo common shares for each class “B” preferred share. Upon the closing of theexchange agreement, all class “B” preferred shares will then be cancelled andterminated of record and the common shares issued for each remaining shareholderother than the principal shareholders. Any subsequent presentation of class “B”preferred shares will entitle the holders to receive two common shares for each “B”share for which the holder has not previously been delivered common shares. Class“B” preferred shareholders, who cannot be located under applicable notice provisionsof the Utah Revised Business Corporation Act (“URBC”), essentially being definedas those whose address on the company records are designated as “undeliverable”after two consecutive mailing efforts, may subsequently have any unclaimedcommon shares to which they would otherwise be entitled tendered to the State ofUtah as unclaimed property. Property may be deemed lost or abandoned andtendered to the state of Utah if unclaimed for a period of 5 years. As a result, uponthe closing of the exchange agreement, the company will have outstanding onlycommon shares. The state of Utah has various notice procedures to owners ofunclaimed property after tender to the state before the property or proceeds of salecan be claimed (escheat) by the state. These procedures and requirements arerelatively complex and beyond the scopeforepart of this disclosure.

  • While the company has not completed any independent appraisal or fairness opinionconcerning the consideration paid to the preferred “B” shareholders, the company hasvalued such shares for dissenting shareholder rights purposes at $4.00 per eachpreferred “B” share, based upon the

proxy statement.

·The essential terms of the plan simply provide for the transfer, without other consideration, of all oil and gas assets of Croff Enterprises to the newly created Utah corporation known as Croff Oil Company.  The shareholders of Croff Oil will be the current “B” preferred shareholders of Croff Enterprises who will receive one restricted common share in Croff Oil in exchange for each preferred “B” share currently held.  The preferred “B” shares subsequently will be cancelled of record. The transferred assets constitute approximately $1,500,000 of the total approximate $1,800,000 book value of Croff and will constitute the sole assets of the new private entity.  Croff Enterprises would essentially continue as a shell corporation with a book value of approximately $320,000 almost all of which would be in cash or cash equivalents.  All preferred “B” shares would be cancelled of record and all “B” shareholders would be issued one share of restricted common stock in the private entity, Croff Oil Company, for each preferred “B” share previously held in Croff.

·The common shares to be issued in the new entity, Croff Oil, would be restricted securities in a private company.  That is, the shares would not be registered under federal or state securities laws or regulations for distribution or trading; and, therefore, would not be free trading, but could only be resold upon the consent of counsel for the issuer.  The exemption from registration claims are subsequently discussed herein at page 39. Croff Oil Company intends to repurchase any shares offered for sale, except for private sales between shareholders at a price to be subsequently determined based upon a projected value of the company at the time of purchase.  It is believed this procedure prevents a further distribution of the Croff Oil stock.  As a result, there will be some decrease in liquidity with reference to the new restricted common shares of Croff Oil versus the preferred “B” shares in Croff Enterprises.  However, it should be noted there is, at present, no active trading market for the preferred “B” shares.  Croff is of the opinion, based upon the advice of its counsel, that the restricted shares may be repurchased by the Company without the company engaging in a registration or distribution of shares, since the only parties allowed to participate in the exchange would be those who are already restricted shareholders of record in the Issuer.  The potential reduction in liquidity, as discussed above, along with other Risk Factors, are more fully treated at page 48 of this proxy.

·It is intended that the board of directors of Croff Oil would be three members of the existing board of directors of Croff, as identified above, will be submitted pursuant to this proxy for reelection in Croff.  Each shareholder should understand, however, that they may propose on the common ballot form, as supplied with this proxy, alternative nominees and cast their votes in favor of such alternative nominees as part of the ballot process.  Because majority shareholders have indicated their intent to vote for the present board members, it is deemed that the present proposed board nominees will be elected as part of the reorganization.

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·Croff Oil will continue managing the existing oil and gas assets, presently under management in Croff, and will attempt to build or expand those assets for the benefit of the shareholders.  It is possible, though not warranted, that the board may consider future dividends to shareholders in Croff Oil Company.
·Croff will continue as a publicly held company with the same common shareholders as presently exists prior to the proposal of corporate division as set-out in this proxy statement.  It is anticipated that Croff will be, for an interim period, essentially a shell corporation with approximately $325,000 of capitalization and will continue to seek opportunities including merger or acquisition possibilities with individuals and/or entities to advance its business purposes.  The company intends primarily, though not exclusively, to focus upon various oil and gas opportunities which may result in new assets being acquired which are more expandable and more readily fit into the model of a public corporation.  It should be understood that in these anticipated endeavors, the public company will have limited financial resources presently available and may not be able to fully implement a plan of acquisition and growth without further capitalization, either from subsequent equity or debt financing.  Neither equity or debt financing is anticipated at this time. This limited capitalization is more further explained under the Risk Factor Section of this proxy.
·
Croff will, as a condition of the plan of division and asset transfer closing, amend its Articles of Incorporation to cancel all preferred “B” shares outstanding.  All “B” preferred shares will be cancelled and terminated of record.  Croff will distribute common shares in the new subsidiary, Croff Oil Company, with one common shares issued to each former “B” shareholder in Croff. Any subsequent presentation of “B” preferred shares will entitle the holder to receive a common share for each “B” share for which the holder has not previously been delivered common shares.  Preferred “B” shareholders who cannot be located under applicable notice provisions of the Utah Revised Business Corporation Act (“URBC”), essentially being defined as those whose address on the company records are designated as “undeliverable” after two consecutive mailing efforts, may subsequently have any unclaimed common shares to which they would otherwise be entitled tendered to the State of Utah as unclaimed property.   Typically, common shares issued but which remain unclaimed, may be deemed lost or abandoned and tendered to the state of Utah if still unclaimed after a period of five years.  Upon the closing of the plan of corporate division, Croff will have outstanding and issued only common shares.  The state of Utah provides various notice and public listing procedures to owners of unclaimed property after delivery to the state before the property or proceeds of sale can be tendered (escheat) to the state.  These procedures and requirements are beyond the scope of this disclosure, but are set out in Utah Code Annot. §67-4a-101 et.seq.

·Since Croff is essentially dividing the assets of the Company between its preferred “B” and common shareholders, there is no change of value for the “B” shareholders.  For any dissenting preferred “B” or common shareholders, the company has valued such shares for dissenting shareholder rights purposes at $4.25 per each preferred “B” share and $1.00 per common share, based upon the company’s analysis of a reasonable value as discussed subsequently.

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·The company will amend its Articles of Incorporation to increase the authorized class of Preferred “A” shares, no par, from five million shares to ten million shares to facilitate potential future funding by Croff.  No preferred “A” shares are presently issued and no distribution is contemplated.
·Croff does not believe there are or will be any anti-takeover implications of increasing the authorized class of preferred "A" shares. In point of fact, the number of such shares authorized was directed by the board to actually enhance the capacity of the company to complete a merger or acquisition by having a more "reasonable" number of such shares available for these purposes. There are no special rights or terms attached to such shares which would discourage the issuance or holding of such shares by any party seeking to gain control of Croff. It should be noted that certain shares in security transactions by unrelated parties have at times been created and authorized in such a manner that their issuance would discourage potential take-overs by creating special cash payments or stock options to existing officers, directors an d/or affiliates upon issuance (so called "golden parachutes") or which issuance may cause excessive dilution by triggering other stock rights or entitlement by the issuance of other shares or cash payments to existing management to discourage take-over offers (so called "poison pills"). No such right or devices exist as to the proposed increased authorized shares and the company's general orientation is to encourage acquisition opportunities upon a reasonable basis.
·The company will amend its Articles of Incorporation to increase the authorized Common shares, $0.10 par, from twenty million shares to fifty million shares to facilitate potential future funding by Croff.
·There are no anti-takeover rights or devices associated with the proposed increase in the common stock as discussed in the preceding section.
·It should be noted that the current principal shareholder, Mr. Gerald L. Jensen, and a co-director, Mr. Julian Jensen, hold and intend to vote a majority block of common shares in favor of the exchange plan.  Mr. Gerald L. Jensen, individually and through his controlled entities, owns a majority of the preferred B shares which he also intends to vote in favor of the exchange plan.
The foregoing is only intended to be a general description of the most essentialprimary terms of the exchange agreement and anyplan of corporate division.  Any interested party should review more carefully the following section IIsections of this proxy more fully describing the transaction,proposal, as well as the actual plan of corporate division and exchange agreement earlier filedattached as part of the December 14, 2006 8-K filing by the company. Copies of the exchange agreement can be viewed online at the SEC website (Exhibit “A” to this Proxy.

www.sec.gov/edgar) as part of the foregoing 8-K filing; at the company website (www.croff.com); or a printed copy may be obtained from Croff at its address above by telephoning or making a written request.

Analysis of Preferred “B” Share ExchangePlan of Corporate Division and Asset ValuationExchange.


The preferred “B” shares were created by board authorization and shareholder approval in 1996.  The purpose was to create a class of preferred shares which would preserve to all shareholders, at that timeprorata, their intended interest in the oil and gas assets of the company while allowing management to more easily consider diversification opportunities.  Since 1996 most, but not all, of subsequently acquired oil and gas assets have been acquired with assets and proceeds belonging to the preferred “B” shares and pledged to those shares.  A more particular itemization of these oil and gas assets is attached as an exhibitExhibit to the exchange agreementplan which can be reviewed by any interested shareholder as outlined above.  The plan fully preserves preferred “B” shareholder interest and valuation in this proxy. No independent appraisal of the preferred “B” assets have ever been undertaken by Croff for economic reasons and, because management believes any accurate market valuation of these assets for selling purposes wouldassets.  Valuation should only be extremely difficult and possibly inaccurate based upon the diverse geographic locations of the interests and their small fractional nature.an issue to shareholders considering dissenting rights.   The company does obtain an annual reserve reportreports of its oil and gas interests on an annual basis and has made informal internal projections of the possible range of value for its oil and gas assets based upon assumed and projected coststhose reserve reports which are included, in summary form, as part of production and selling prices for the oil and gas products.Croff’s annual 10-K reports.  It should be noted, however, that potential oil and gas recovery valuations do not directly correspond to possible “selling prices” or actual “market valuations”. However, the for oil and gas assets.

The board was satisfied thattook no position on valuation or making a recommendation in 2005 incident to the tender offer for preferred “B” shares toat $3.00 per share by Mr. Gerald Jensen, the principal shareholders in 2005 fell within a reasonable range, as does the present oilpresident, and gas liquidation aspects of the exchange agreement.

certain entities controlled by him.


In the event of the closing of the currentplan of corporate division and asset exchange, agreement, the remaining assets in Croff would beon its books and the $600,000 purchase consideration and other miscellaneous accounts estimatedseparated Preferred “B” Book Value is shown on Exhibit A to be approximately $100,000, plus books, records, and miscellaneous assets, less the dividend and retirement payments. Further, the preferred “B” shareholders, other than the principal shareholders (approximately 32.8%Plan of all “B” shares), are afforded the opportunity to tender their “B” shares pursuant to dissenting shareholder rights at $4.00 per share or demand alternative valuation. However, management believes the more significant valuation would be the estimated valueCorporate Division.
10

Summary Description of common shares received in exchange based upon thepro forma consolidated financial statements of Croff and TRBT as of December 31, 2006; whichpro formaconsolidations are attached to this proxy statement.

Matters to be Voted Upon


The following constitutes a general description and outlineanalysis of the matters to be voted upon.upon by both the common and preferred “B” shareholders with the reason for the Board’s recommendation as to each item.  Each shareholder is reminded that the current Croff majority shareholders hold a majority of both the common and preferred “B” stock with regard to the matters outlined for voting purposes; and, therefore, are believed to have sufficient votes to insure that the following matters are approved by majority shareholder vote at the meeting to which this proxy pertains.  However, management,the Board, rather than simply providing an Information Statement, has deemed it is in the interest of shareholders to review and be entitled to vote upon these matters. It was alsomatters or to exercise dissenting rights if not voting in favor of the position of


TRBT in negotiating the exchange agreement that the proxy proposals should be voted upon, particularlyproposal.   Further, the election of directors and increase in the number of shares. Further, Utah law requires the actual election of directors rather than approvalcannot be accomplished by a majority shareholder consent. Accordingly, your management takesconsent resolution.


It is believed the position thatpreferred “B” shareholders are only entitled under the following matters should be approved pursuantArticles of Incorporation of Croff to a proxy process, notwithstandingvote upon the majoritytransfer of assets to Croff Oil, but are also voting positionupon the termination of the present majority shareholders“B” shares by the direction of Croff.

the board.


The following is a summary outline of the items presented in this proxy statement for voting purposes.   A more detailed analysis of the items to be voted commences on page 11 of this proxy:


ITEMS TO BE VOTED UPON BY COMMON SHAREHOLDER VOTE & BALLOT FORMSHAREHOLDERS


The common shareholders will vote upon the following matters:


Special Meeting Items

1.
Item 1 – Approval of Plan of Corporate Division and Asset Exchange.  You will be asked to vote upon the shareplan of corporate division which transfers the Croff oil and gas assets and liabilities into Croff Oil in exchange and resulting acquisition of the TRBT shopping malls as a majority owned operating subsidiary.for common shares.  Details of the stock exchange agreementplan of corporate division are outlined in the preceding section and are more fully discussed subsequently in this Proxy Statement andproxy statement with a complete copy of the exchange agreement has beenplan of corporate division attached hereto as Exhibit “A” as previously filed by the company as part of an earlier 8-K filing dated December 14, 2007, which canexhibit to the 10-Q for the nine months ending September 31, 2007.  A copy may also be obtainedviewed through the SEC online EDGAR filing system at www.sec.govor, a.  A copy may also be reviewed on the company website www.croff.com.  The board recommends the approval of the plan of corporate division for essentially the following reasons:

·In prior discussions and proposals with other potential merger or physical copy obtained formacquisition companies dating back to 2005, each of the entities discussing some type of merger or acquisition transaction with Croff indicated that they had no interest in the existing oil and gas assets of Croff and would request their elimination from the company, upon request without charge.along with the class “B” preferred shares, as part of the overall merger or acquisition transaction.  This position was also true in discussing transactions with companies in related oil and gas development or marketing activities.

·
Present managementThe entire board has determined for some period of time that the present oil and gas assets of Croff, representswhich consist of very small royalties or non-operated working interests scattered over a significant geographically diverse number of states, is difficult to value or develop independently as part of a public company structure.  In particular, even with additional funding, the company would have little or no control over expanding or creating additional oil and gas interest relevant to these existing assets which are essentially small non-operated interests in leases or wells.  As a result, the board is convinced the future growth potential of the company, whether it be in alternative oil and gas development activities or unrelated business activities, would be enhanced by the sale and disposal of these assets and the elimination of the preferred “B” shares which were solely created to represent the ownership interest in these oil and gas assets as part of an earlier restructuring effort.

11
·The board of directors feels that the exchange agreement terms were structured through arm’s length negotiations;interest of shareholders is significantly safeguarded under the plan, because the interest of all shareholders in the preferred “B” assets remains unchanged.  Further, any shareholder not wishing to be a shareholder in a private company holding the preferred “B” assets will have dissenting shareholder rights under a Utah law to accept a cash payment as outlined in this proxy for those shares; or, alternatively, to suggest an alternative evaluation requiring the company to agree or seek a judicial valuation of the shares.

·The board of directors determined that the cost of obtaining a formal independent appraisal of these types of oil and gas assets would not be cost effective for the provisions for sellcompany or to its shareholders since it would only be relevant to the dissenting shareholder nor would it likely produce a highly reliable evaluation based upon the diverse nature of the oil and gas assets resulted,involved and their relatively limited aggregate value.

·The board also determined that because the anticipated new management for Croff (the TRBT group) did not wantSarbanes-Oxley Act, Section 404 would apply to have oil and gasthe company beginning in 2008, that the company’s net income is estimated to drastically decline as a result of the increased costs of compliance, based on the diverse small assets inof the company and requested in lieuits small size and small total revenues.  The only source of suchpaying these new expenses would be the income from the preferred “B” assets, a proposalthus substantially lowering the value of liquidation of the oil and gas assets for cash so that they would have the cash equivalent in the company to fund their ongoing operations and potential expansion. Further, TRBT required the cancellation of all class “B” shares to avoid any further potential claims related to these shares.
2.Vote to convert all the preferred “B” shares remaining afterif the salecompany is not divided.

For all of the foregoing reasons, the board of directors has agreed to adopt, subject to majority shareholder review and approval of both the common and the class B shares, the plan of corporate division, as well as the proposal for dissenting shareholder rights.

Board of Directors’ Position on Item 1.  The board urges your vote in favor of the oilplan of corporate division and gas assetsasset exchange.  The board believes, but cannot warrant, that the approval of the plan may subsequently enhance shareholder value and result in enhanced capacity of the company to two common shares per each class “B” share outstanding.complete a subsequent merger or acquisition.  The potential reduction in liquidity and other “Risk Factors” are discussed beginning at page 46 of this proxy statement.

3.2.
AsItem 2 – Increase of Authorized Common Shares.  It will be proposed as part of this proxy solicitation and as part of the plan of corporate division and asset exchange, agreement, shareholders willthat the company’s common stock be also askedincreased from the existing 20,000,000 to approve50,000,000 shares at $0.10 par value to provide increased possibility for future funding and potential reorganization activities by Croff. The board of directors believes that this change is appropriate and in the sale and transfer of all oil and natural gas assetsbest interest of Croff throughgoing forward to have potential capitalization that may be necessary to complete proposed merger or other reorganization possibilities.  Each shareholders should understand in this regard that the assignment of the Croff oil and gas assets to a new Croff subsidiary followed by the transfer of 67.2% of the subsidiaries shares to one or more of the principal shareholders in exchange for all of the Croff principal shareholders preferred “B” shares and assumption of liabilities for such oil and gas assets; followed by the assignment of the remaining 32.8% of the shares in the subsidiary for the payment of $600,000 and the issuance of two common shares to each preferred “B” shareholder other than the principal shareholders.
4.You are further asked to vote upon anmere increase in the authorized commoncapital will not in any way affect the issued and outstanding shares fromwhich will remain the current 20,000,000same immediately after the completion of the plan of corporate division and asset exchange and that the board has an ongoing responsibility to ensure no shares to 100,000,000 sharesare issued other than for a fair and adequate consideration in the opinion of the Croff board of directors.There are no anti-takeover provisions associated with the par value remaining at $0.10 per share. Thisthis proposal as approved by the anticipated majority shareholderpreviously discussed.

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Board of Directors’ Position on Item 2.  The board urges your vote will require an amendment to the Articles of Incorporation of the company as filed in the state of Utah, which will occur promptly after the closing. The purposefavor of this position was that as part of the negotiation of the share exchange TRBT requested an expansion of the authorized capital stock of the company forproposal, because it is believed beneficial to future potential funding and increased capitalization and wanted the authorization included as part of the overallor reorganization to avoid cost and effort subsequently to gain approval of this proposal.

5.You will also be asked to increase the authorized preferred “A” shares, none of which are issued and outstanding, from 5,000,000 to 10,000,000 shares with no par value.Again, this request was made by TRBT as part of the share exchange negotiations to provide adequate shares for future capitalization purposes.efforts.  There is no present intent to issue out anyadditional common shares.

3.
Item 3 – Increase in the Number of Authorized Preferred “A” Shares.  It will be proposed that the current class of non-voting preferred “A” shares, no par, be increased from 5 million to 10 million shares.  The board believes it may enhance future funding or reorganization efforts to have a larger potential class of preferred “A” shares.  No “A” shares have been issued or are presently contemplated to be issued.There are no anti-takeover provisions associated with this proposal as previously discussed.

Board of Directors’ Position on Item 3.  The board is recommending your approval of Item 3 to provide a broader number of preferred “A” shares for future financing or reorganization purposes consistent with the proposed increase in authorized common shares.  There is no present intent to issue any preferred “A” shares.

General Meeting Items

4.
Item 4 – Election of Board.  The present board believes that it would be extremely difficult, if not impossible, to solicit and none will be issuedadequately retain and pay independent management, for Croff following the assignment of the preferred “B” assets.  As a result, the four present board of directors of Croff Enterprises have agreed to submit their nomination for reelection as directors of Croff Enterprises for shareholder vote as part of this proxy solicitation.  Three members of the share exchange transactions.
6.You will be askedcurrent board have agreed to vote upon aserve on the new slateboard of director nominees proposed by TRBT. As generally explained above,Croff Oil Company, Gerald L. Jensen, Richard Mandel and Julian Jensen.  Present management believes it is in the TRBT nominees will assume managementbest interest of the company incidentfor shareholders to the closing of the share exchange, but wish to be formally elected by the shareholders of the corporation rather than to call a subsequent meeting for this purposes. Also, as noted above, election of directors under Utah law cannot be accomplished by majority shareholder consent or resolution, but requires an actual meeting and vote. You are reminded that the company does not have cumulative voting, that is a provision where by you can cast all of your votes for each director positionvote in favor of one director, and thereby assuring potential minority representation onthree members of the existing board of Croff Enterprises to also act as the board of directors. Asdirectors of Croff Oil for the reasons that the existing board has experience and knowledge of the assets and business operations being transferred to the private company, as well as a willingness to serve for the same minimal compensation presently received for their services to Croff Enterprise.  It is also anticipated that the new Croff Oil board would most likely appoint, on an interim basis, the same executive officers to operate Croff Oil as are presently serving Croff.
The present nominees and currently serving board members for Croff Enterprises are as follows with their biographical and other information as set-out subsequently in this proxy material:

13
·
Gerald L. Jensen
·Richard H. Mandel, Jr.
·Harvey Fenster
·Julian D. Jensen

Board of Directors’ Position on Item 4.  The current board serving Croff has nominated itself for reelection and as a result, we would urge your vote in support of those nominees.  You should also understand that voting for those nominees that you would essentially be voting for appointment of the absencesame persons to serve as the initial board of cumulativedirectors of Croff Oil which the board believes advisable for the reasons set-out above.  The proxy ballot will provide each voting it is probable thatshareholder the proposed TRBT nominees will all be elected by the current majority Croff shareholders.right to nominate and vote for alternative members for board positions.


5.
Item 5 – Ratification of Independent Auditor.  As part of the general meeting provisions, the board of directors has appointed Mr. Ronald C. Chadwick, P.C. of 2851 South Park Rd., Suite 720, Aurora, CO  80014 as the independent Certified Public Accountant for the company for the calendar year ending December 31st, 2008 subject to shareholder ratification.  Mr. Chadwick has served the company for the past year after an interim appointment for the calendar year 2007.  The board as well as the audit committee have been pleased with the cooperation and services provided by Mr. Chadwick and would recommend ratification of this appointment.  If the shareholders fail to ratify Mr. Chadwick, then the board will seek appointment of an alternative impendent auditor for the company based upon recommendations and nominations of the independent audit committee of the board.  The present audit committee supports the nomination of Mr. Chadwick for the reasons set-out by this paragraph.

Board of Directors’ Position on Item 5.  The board of directions, including the audit committee of the board, recommends the reappointment of Mr. Chadwick as the independent auditor for the company based upon his past performance, fees and services and urges your vote in favor of this ratification.

The foregoing items 4 & 5 constitute all of the general meeting matters in which the board intends to bring before the shareholder meeting being noticed by this proxy.  The board has received no further or additional written request for other matters to be considered at the board of directors meeting and therefore, has not scheduled or included within this proxy any shareholder proposals.  See section on Shareholder Proposals at page 51.  Should any other matters come before the meeting, they will be considered if appropriately brought in accordance with the requirements of the By-laws of the corporation.  No such shareholder or other proposal is known or anticipated at the shareholders meeting.


ITEMS TO ALSO BE VOTED UPON BY PREFERRED SHAREHOLDER VOTE & BALLOT FORM“B” SHAREHOLDERS


The transfer of preferred “B” assets out of theto a separate company for share consideration is deemed to require the vote of the majority of the classpreferred “B” shareholders.  This provision for saleThe board has also determined that preferred “B” shareholders should vote upon the conversion of all preferred “B” shares to common shares in the new company and subsequent cancellation of the preferred “B” class B oil and gas assets for cash was required by TRBT as part of the arm’s length negotiations in the exchange agreement and suits their ongoing business purpose of operating the company solely as a management and development entity for shopping malls.shares.  The current majoritypreferred “B” principal shareholders of Croff plan to vote their majority position in favor of this proposal,these proposals, along with the common shareholder matters outlined above.


14
The preferred “B” shareholders will vote on the following:

Item 1 - Vote to Transfer Oil and Gas Assets.The Preferred B shareholders hold non-voting shares, except as to the sale or exchange of oil and gas assets pledged to the “B” shares which requires majority approval of the preferred “B” shares.  The PreferredThePreferred B shares were created under the amendment to the Articles of Incorporation of Croff in 19911996 which afforded voting rights for any transfer of oil and gas assets pledged to the class B shares.  As a result, the class B sharesall preferred “B” shareholders will be eligible to vote on the singular matter of the transfer of the oil and gas assets for the cash and share consideration as outlined above.

Item 2 – Conversion of Preferred “B” Shares to Common Shares.  It should also be understood that under the exchangetransfer agreement, if approved and after the transfer of oil and gas assets and pursuant to the Amendment of the Articles of Incorporation, the preferred B shares held by all class “B” shareholders, other than the principal shareholders, will be exchangedcancelled and thereafter constitute the right to one common share of Croff Oil for common shares as generally explained aboveeach cancelled “B” share held.  Because the Board believes this proposal is inextricably tied to the transfer of oil and canceled of record. gas assets and fundamentally effects the preferred “B” shareholder, they are also being asked to vote on this conversion item.

Again, you are reminded that the present majority shareholders of Croff as to the common shares and the principal shareholders, alone, as to preferred “B” shares hold sufficient shares to insure the “B” share approval of the foregoing proposal.proposals.  The B“B” shares will not vote upon any other matters outlined above for common shareholders and the exchangeconversion of common shares to the non-principal B shareholders will occur afterprior to the closing. As
Board of Directors’ Position as to “B” Shareholders - Items 1 & 2.  The Board urges your vote in favor of these two related proposals, because they are an integral part of the corporate reorganization, and integral to its completion as previously discussed.  The board notes that it believes the situation of prior “B” shareholders will be little affected by the reorganization since they will simply own the same relative percentage of the same assets in a result,new private entity, but with voting rights.  Further, any “B” shareholder who does not approve the exchange sharesplan will notstill be voted on the foregoing commonentitled to exercise dissenting shareholder matters.

rights


VOTING PROCEDURES & TERMS


Effective Date/Closing Date


The effective date for all matters voted upon will be the closing date which by agreement of the parties to the exchange agreement will occur as soon as possible after the anticipated approval of all matters to be voted upon in this proxy solicitation, but in no event later than 30 days after the shareholder approval.  The closing date will be deemed the effective date for all transactions between Croff and TRBT related totransaction described by this proxy; except, the parties intend for use January 31, 2007 as the designated date for determining the closing of accounts for tax purposes. It does not appear to current Croff management that this date will pose any negative consequences to the current Croff public shareholders.

proxy.


15

Record Date and Notice Date


The Utah Revised Business Corporation Act (URBCA) provides in §16-10a-707 that the company shall establish a “record” date for determining from the official shareholder list a date certain for certifying the shareholders entitled to vote.vote at any shareholder meeting.  The foregoing statute provides that such date should be determined in accordance with the by-laws,corporate by-laws; or, absent a specific by-law provision, by the board but no more than seventy (70) days prior to the votingmeeting date under the proxy.  The Croff by-laws provide for determination by its board, but require a record date within fifty (50) days of the vote date.  As a consequence, your board has determined to set the record date at or around the nearest business day occurring thirty (30) days prior to the meeting date, but which date cannot be finally set prior to the completion of the SEC proxy review process and final determination of a meeting date.  The board anticipates setting a meeting date inhas now set the final proxy, as approved, within thirty (30) days of the mailing date of the proxy and a “record date” to determine shareholders entitled to vote thirty (30) days prior to such mailing date. The mailing date will be fixed within two days of receiving final comments on the proxy from the SEC and noted in the final version of this proxy.

following dates:

Record Date: December 1, 2007
Mailing Date: December 7, 2007
Meeting Date: December 21, 2007


Utah law (URBCA, §16-10a-705) provides that notice of the meeting in which votes are solicited must occur not more than 60 days or less than 10 days prior to such meeting as the company may determine.  Your board has determined to notice the meeting thirty (30) days after the determined effective date of the proxy materials.

for December 21, 2007.

Revocability of Proxy


A shareholder returning the enclosed proxy ballot has the power to revoke it at any time before it is exercised and may do so by written notice to the Secretary of the company at the address set forth above, effective upon receipt of such written notice prior to the close of voting, or by voting in person at the special meeting.  Attendance at the special meeting, in and of itself, will not constitute revocation of a proxy.


Solicitation and Voting Procedures


The record date as determined above for the determination of shareholders entitled to vote at the Special meeting is currently expected to be the close of business on .December 1, 2007.  There were issued, outstanding and entitled to vote on such date one class of Common Shares, each of which is entitled to one vote.  Croff does not have cumulative voting.  Accordingly, each shareholder must vote all of his shares on each separate ballot proposal or nominee, or abstain from voting on that item or person.  The company will bear all costs of this proxy solicitation.


Croff has two classes (“A” & “B”) of generally non-voting preferred shares.shares as discussed previously.  No “A” shares have been issued. issued, nor is there any present proposal, plan or intention, written or oral, to issue preferred “A” shares.

Each holder of common stock, as of 1996, was issued one share of class “B” preferred stock for each common share owned. At the same time, the company pledged all of its oil and gas assets existing at that time to the class B“B” preferred stock.  In 2005, the Croff Principalsprincipals tendered for the balance of the preferred B“B” shares and now hold 67.2% of the issued and outstanding preferred B“B” shares.  The preferred “B” shares are non-voting as to general corporate matters, but are entitled to vote upon, and will be counted separately in this proxy solicitation, as to the disposition of the preferred “B” assets of the company.


16
Common shares and preferred “B” shares entitled to vote will be determined based upon the official shareholder record of .December 1, 2007.   Actual votes cast will be determined by the physical counting of votes in person or proxy by the Inspector of Elections to be appointed prior to the meeting by the Board of Directors.  Any dispute as to votes or entitlement to vote will be decided by majority vote of the Board of Directors.  Abstentions and broker non-votes will not be counted for either quorum or ballot purposes.


As to each item to be voted upon in this Proxy,proxy, a numerical majority of the issued and outstanding shares must be present or voted by Proxyproxy at the meeting.  Each proposal to be voted upon will only be adopted by a majority vote of shares voted at the meeting, provided a quorum is present.  That is, a quorum will be established by the presence in person or by proxy of 275,622 common shares and 270,330 preferred “B” shares.  Each item will be adopted by an affirmative vote of a majority of the common shareshares present in person or by proxy, as determined by the Inspector of Elections.  Provided, however, the proposal dealing with the sale and transfer of the preferred “B” assets will also require majority approval of the outstanding preferred “B” shares.


There are no matters to be voted upon as described by this Proxy upon which management will proceed absent majority shareholder approval as described above.


Dissenting Shareholders Rights


Any dissenting shareholder’s rights of Croff shareholders are deemed to arise under Utah Law. In essential terms, dissenting shareholder rights afford minority shareholder’s the right to “dissent” from certain corporate actions approved by the majority of shareholders if they do not believe the economic treatment they are to receive from such company actions are fair or equitable.  In most cases this would involve situations where the shareholder is receiving compensation derived from or for the shareholder’s shares as a result of a merger, share exchange, or the acquisition or sale of assets.

  The dissenting shareholder rights are more fully discussed at page 50.


As to the matters to be voted upon in this Special Meeting, each common and preferred “B”


shareholder will be given dissenting shareholder rights as more fully discussed under that section of this Proxy Statement.


This Proxy is solicited on behalf of Board of Directors who urge your vote in favor of the matters proposed.



PRINCIPAL SHAREHOLDER AND PARTIES HAVING A SUBSTANTIAL INTEREST


The company knows of no person or group, except the following, which as of the date of this Proxy Statement beneficially owns and has the right to vote more than 5% of the Croff’s Common Stock.common stock or holds shares as a director or officer.  The following principal shareholders, as well as principal officers and directors, as of September 30, 2007 should be deemed to be persons who have a substantial interest and influence as to the matters proposed in this Proxy:

NAMES AND ADDRESS OF BENEFICIAL OWNER 

COMMON SHARES
BENEFICIALLY OWNED 

PERCENT OF CLASS

    
1.     Jensen Development Company (1) 
3773 Cherry Creek Drive North #1025 
Denver, Colorado 80209 		132,130 24.0%
 

2.

Gerald L. Jensen
3773 Cherry Creek Drive North #1025 
Denver, Colorado 80209 		121,358 22.0%
 

3.

Julian D. Jensen
311 S. State Ste. 380
Salt Lake City, UT 84111    		31,663 5.7%
    

Directors as a Group 

303,651 56.1%
 

17
COMMON SHARES

Names and Address of Beneficial Owner Beneficially Owned  Percent of Class
    
1.  Jensen Development Company (1) 132,130  24.0%
     3773 Cherry Creek Drive North #1025     
     Denver, Colorado  80209     
      
2.  Gerald L. Jensen 126,748  23.1%
     3773 Cherry Creek Drive North #1025     
     Denver, Colorado  80209     
      
3.  Julian D. Jensen 31,663  5.7%
     311 S. State Ste. 380     
     Salt Lake City, UT 84111     
      
4.  Richard Mardel, Jr. 18,100  3.2%
     3773 Cherry Creek Drive North #1025     
     Denver, Colorado  80209     
      
5.  Harvey Fenster 0  0%
     3773 Cherry Creek Drive North #1025     
     Denver, Colorado  80209     
      
Directors as a Group 307,641  56%

(1) Includes shares held by Jensen Development Corporation (132,130) which is wholly owned by Gerald L. Jensen.



Summary Information as to Current Directors/Principal Officers

         NAME
Director Since
Compensation
Terms
Summary Information as to Current Directors/Principal Officers

     NAME

 Director Since CompensationTerms
Gerald L. Jensen
Chairman of the Board
President
1985
Salary as President: $54,000 -
Inside Director Compensation - See
Executive Compensation Below
Elected in annual meeting in
December 2006 to serve until
next regular meeting or
 resignation
Richard Mandel, Jr.
Independent Director
1985
Outside Director Stipend Only
(See Executive Compensation Below)
Elected in annual meeting in
December 2006 to serve until
next regular meeting or
resignation
Julian D. Jensen
Independent Director
1990
Outside Director Stipend Only
(See Executive Compensation Below)
Elected in annual meeting in
December 2006 to serve until
next regular meeting or
resignation
Harvey Fenster
Independent Director

Dec. 2006

Outside Director Stipend Only
(See Executive Compensation Below)
 AppointedElected  December, 2006 to
serve until next regular meeting
or resignation


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Security Ownership of Certain Beneficial Owners and Management


The following table sets forth the beneficial ownership of common stock and preferred B stock of the Company as of December 31, 2006,March 1, 2007 by (a) each person who owned of record, or beneficially, more than five percent (5%) of the Company’s $.10 par value common stock, its common voting securities, and (b) each director and nominee in 2006-2007as of March 1, 2007 and all directors and officers as a group.

    Shares of  Shares of 
Owners &  Common Percentage Preferred B Percentage
Addresses Class Owned Stock Owned Class B Owned Stock Owned
   Beneficially Common Stock Beneficially Preferred B Stock
 
Gerald L. Jensen 253,488(1) 46.0% 363,535(1) 67.2%
   3773 Cherry Creek Drive N, #1025        
   Denver, CO 80209        
  
Edwin W. Peiker, Jr.(2) 4,000 0.7% 0 0%
   550 Ord Drive        
   Boulder, Colorado 80401        
 
Dilworth A. Nebeker(3) 2,900 0.5% 0 0%
   10823 Palliser Bay Drive        
   Las Vegas, Nevada 89141        
 
Richard H. Mandel, Jr. 18,100 3.2% 8,000 1.5%
   3333 E. Florida #94        
   Denver, Colorado 80210        
 
Julian D. Jensen 31,663 5.7% 0 0%
   311 South State Street, Suite 380     ��  
   Salt Lake City, Utah 84111        
 
Harvey Fenster(4)        
25 Oak Meadow Road 

               -      

 

               -      

 

               -      

 0%
Evansville, IN 47725        
 
Directors as a Group 303,651 56.1% 371,535 68.7%
 
 
(1) Includes 132,130 shares of Common and 132,130 shares of preferred B held by Jensen Development Company which is owned by Gerald L. Jensen.
 
(2) – (3) Resigning in December, 2006. 
 

  Shares of     Shares of    
Owners & Common  Percentage  Preferred B  Percentage 
Addresses Class Owned  Stock Owned  Class B Owned  Stock Owned 
  
Legally/Beneficially
  
Common Stock
  
Beneficially
  Preferred B Stock 
             
Gerald L. Jensen  258,878(1)  47.1%  363,535(1)  67.2%
     3773 Cherry Creek Drive N, #1025                
     Denver, CO 80209                
                 
                 
Richard H. Mandel, Jr.  18,100   3.2%  8,000   1.5%
     3333 E. Florida #94                
     Denver, Colorado 80210                
                 
Julian D. Jensen  31,663   5.7%  0   0%
     311 South State Street, Suite 380                
     Salt Lake City, Utah  84111                
                 
Harvey Fenster (4)
                
   -   -   -   0%
     3773 Cherry Creek Drive N, #1025                
     Denver, CO 80209                
                 
Directors as a Group  308,641   56%  371,535   68.7%
(4) (1)

Appointed December, 2006

Includes 132,130 shares of Common held by Jensen Development Company and 363,535 shares of preferred B held by CS Finance LLC and Jensen Development Company which companies are owned by Gerald L. Jensen.



EXECUTIVE COMPENSATION


Summary of Compensation

Certain additional required information concerning remuneration, other compensation and ownership of securities by the Directorsdirectors and Officersofficers of Croff is set-out in the annual report on Form 10-K10-K/A for 2006 concurrently being sentdelivered to shareholders with this proxy information and incorporated by this reference. Directors currently receive $350 for each half-day session of meetings of the Board and $500 for each full day meeting.  The Audit Committee Chairman receives $500 per quarter and each member receives $350 per quarter. Mr. Dilworth NebekerThe company has only one compensated principal officer, its president and Mr. Edwin Peiker were paid a retirement stipend of $10,000 each on their resignation in December, 2006.

15

Remuneration

During the fiscal year ended December 31, 2006, there were no officers, employees or directors whose total cash or other remuneration exceeded $80,000. The following table summarizes the compensation to the sole executive officer for Croff,CEO, Mr. Gerald L. Jensen:

Jensen, who is currently paid at the rate of $54,000 per year.



Executive Compensation TableDiscussion and Analysis

2003 - 2006 Compensation Gerald L. Jensen, President. (No other executive salaries)

  2003  2004  2005  2006 
YTD         
Annual Compensation         
             Salary  $54,000  $54,000  $54,000  $54,000 
             Bonus  $0  $0  $0  $0 
             Other Annual Compensation  $0  $0  $0  $0 
  
Long Term Compensation         
 Awards         
             Restricted Stock Awards  $0  $0  $0  $0 
 Payouts         
             No. Shares Covered by Option Grant  0  0  0  0 
             Long Term Incentive Plan Payout  $0  $0  $0  $0 
                 All Other Compensation(1)  $1,620  $1,620  $1,620  $1,620 
 


(1)Mr. Gerald JensenIn the sections and tables that follow, Croff has also received an IRA contribution fromattempted to clearly delineate the companypresent compensation structure to existing management.  As a preparatory section to the actual compensation disclosure, we will discuss management’s analysis of $1,620 (3% of salary) per year since 2003.

Gerald L. Jensen is employed ascompensation under the President and Chairman of Croff Enterprises, Inc. Mr. Jensen commitsfollowing heading:


19
·
Objectives of Croff Compensation Program.  Historically, and currently, Croff has only had one compensated principal officer, its president, CEO and chairman of the board, Mr. Gerald L. Jensen.  Mr. Jensen serves the company utilizing a substantial amount of his time, but not all, to his time, but also is an officer in various private companies, and thus is essentially a part-time officer.  As a result, an independent majority of the board on an annual basis have reviewed the compensation to Mr. Jensen.  Independent members of the board have determined since 2003 that $54,000 as an annual compensation salary for the services rendered by Mr. Jensen were a reasonable and adequate salary based upon the size and nature of the company, the size of its revenues and income, and the part-time nature of the position.  Within these considerations, it was also determined that there should be no collateral benefits or indirect compensation extended to the president or the board members, except that the board did agree to make an annual IRA (Individual Retirement Account) contribution in the amount of $1,620 per year for the periods subsequent to 2003, to the president.  There have been no stock options to directors since they were last exercised or expired in 2002.  Croff currently does not have a Chief Financial Officer (CFO), but employs a chief accounting officer.  This employee is paid on a part-time basis through a third party contract arrangement.

·
Services to be Rewarded.  Historically, the Croff board had determined that the chief executive officer should be given a salary to reward him for the day-to-day management and operation of the oil and gas business of the company and completing other administrative duties and governmental filings.  As subsequently noted, the chief executive officer in the existing management structure also had the responsibilities to do initial reviews and screening of any merger or other acquisition proposals and to determine what, if any, of those proposal would be suitable for further board review and due diligence.   As also noted previously, an independent majority of the board, excluding Mr. Gerald L. Jensen, determined and set the salary for the president and believes that the compensation is reasonable for the size and the nature of the company and the services performed.  The board also determined, acting as a committee of the whole, that no annual compensation would be paid to board members as such; but that they would be reimbursed for meeting attendance as previously described.   Further, there has been no stock rights, warrants or other options granted as part of compensation for management in any capacity or for other purposes, since the last exercised options in 2002.

·
Elements of Compensation.  As noted above, as to historical management there were no stock options, rights, benefits, or other collateral benefits paid to the single compensated officer of the corporation or to any director since 2002.  In addition to the base salary, the company did pay a small annual IRA contribution as outlined above to the president.  The board of directors are compensated only for meeting on a stipend basis.  This compensation pattern and the absence of any collateral or indirect compensation is fully set-out in the summary compensation below.

·
Compensation After Corporate Division.  Mr. Gerald L. Jensen has agreed to serve both Croff and Croff Oil as their respective president with all compensation being paid by Croff Oil.

Within the company. Directors, excluding the President, are not paid a set salary by the company, but are paid $350 for each half-day board meeting and $500 for each full-day board meeting.

Options, Warrants or Rights

The company had no outstanding stock options, warrants or rights, presently, or as of December 31, 2006.

PROPOSED DIRECTORS AND EXECUTIVE OFFICERS & COMPENSATION

The following is a listing and brief business biographical information for eachcontext of the proposed newforegoing discussion and analysis of current and prospective compensation, this information is also set-out in tabular format as follows for all current and prospective executive officers.  The board has agreed it will continue paying directors for attendance at board meetings on a per diem basis at the current rate.  Further, the board has asked the president to investigate the cost and executive officers who will assume positions in the company in the event of the closing of the Exchange Agreement:

procedures for obtaining liability insurance for board members.

20
Directors:SUMMARY EXECUTIVE COMPENSATION TABLE
CURRENT MANAGEMENT1

Name and Principal Position1.
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-
Equity
Incentive
Plan
Compen-
Sation
($)
Change in
Pension
Value and
Nonquali-
Fied
Deferred
Compensation
Earnings
($)
All
Other
Compen-
Sation
($)
Total
($)
Mr. Aizhong An, Age 62,Gerald
L. Jensen:
President, CEO
and Chairman of the Board President and CEO,
2004
2005
2006
2007¹
Mr. Aizhong An is an experienced Chinese business executive. In 1969, after military service, Mr. An returned to his hometown Taiyuan Hao Zhuang (Good Village), and worked as a deputy manager of a local business management group. Mr. An founded the privately owned TRBT Industry Co., Ltd. in 1985. He was recognized as a business pioneer, as TRBT was a “non-state-run enterprises”, a rarity in China in 1985. In 1991, Mr. An founded Taiyuan Clothing City Group Company Limited (“TCCG”). TCCG’s main business was and is the development and management of shopping and distribution centers. Mr. An serves as President & CEO of TCCG. In 2002, TCCG had over 5,000 distributors and retailers in their centers. By the end of 2004, TCCG had five centers and 9 locations. These assets, to the extent of 76% ownership, were consolidated into TRBT. TRBT is the largest shopping and distribution center group in Shanxi province.
$54,000
$54,000
$54,000
$54,000
2.
None
None
None
None
Mr. Samuel Liu, Age 44, Director, COO
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Mr. Liu was a senior manager in a trading company (annual revenues approx. 300 million dollars) in U.S.A. from 1986 – 1993 known as Accords System, Inc.. From 1994 – 2002 he was the president of Super Nu-Life Products, Inc., a nutri-ceuticals manufacturer. From 2003 to present Mr. Liu was active in founding, organizing and managing a number of foreign investment projects in China, and he counsels China companies on doing business in the U.S.A., and in mergers with public companies in the U.S.A. Mr. Liu has a Master of Arts degree from Beijing University, awarded in 1984.
Annual
IRA
Contribution
$1,620
For
Each Year
$55,620
$55,620
$55,620
$55,620
3.Mr. Jiming Zhu, Age 53, Director, Vice President, CFO
Mr. Jiming Zhu started work as an accountant for the Hao Zhuang management group from 1974--1976. In 1994, he joined the TRBT industry group. He was co-founder of Taiyuan Yudu Minpin Shopping Mall and worked as its General manger from 1996 to the present. Mr. Zhu has been elected as a “Manager of the Year” of “non-state-run Enterprises” in Taiyuan every year since 1996.
4.Ms. Junhui An, Age 36, Independent Director
Mrs. Junhui An started work as Human Resources manager in Clothing City in 1996. Clothing City is a predecessor entity to TRBT. During 1996-2002 she recruited the management team for the Clothing City mall. She was named General Manager of Clothing City in 2002. Ms. Junhui An is the daughter of Aizhong An.
5.Mr. Omar J. Gonzalez, Age 44, Independent Director
Mr. Gonzalez from 1984 to the present is the owner/manager of Omar’s Exotic Birds, an exotic bird chain having three retail stores in Southern California. Mr. Gonzalez has also been active in pet product distributions, bird breeding and supervising private zoological sites. Mr. Gonzalez has a B.A. degree in Human Resources from Dominguez Hills University in Gardena, California.


2.Dr. Gregory J. Frazer, Age 54, Independent Director
Dr. Gregory Frazer entered the private practice of Audiology and Hearing Aid Dispensing in 1982. For 14 years, he owned and operated Hearing Care Associates, a private audiology practice in the U.S. In 1996, he founded Sonus-USA, Inc.which is now part of the largest corporate audiology chain in the world. In 2003, Dr. Frazer re-entered private practice in Brentwood, California, as owner of Pacific Hearing, Inc., a public corporation traded OTC, and Director of Audiology at Pacific Eye & Ear Specialists, Inc Previously, Dr. Frazer was a UCLA Clinical Instructor in the Department of Head & Neck Surgery at Olive View Medical Center, and an Adjunct Professor for the Kirksville College of Medicine/Arizona School for Health Sciences Doctor of Audiology Program. Since 1999, he has been a facilitator for the University of Florida Doctor of Audiology Program.
3.Mr. Umesh Patel , Age 50, Independent Director
Mr. Umesh Patel is currently the President and Vice President of Marketing and Sales at Digital Learning Management Corporation, a public corporation “DGTL,” OTCBB, where he was formerly a CFO. Previous to this position, he was with WebVision, Inc. At WebVision, Inc., Mr. Patel was the controller, and assisted in raising equity for international expansion. From 1990-2001, Mr. Patel was the President of Tech Med Billings Services.

Officers:
1.Mr. Aizhong An, Age 62, CEO
“See prior biographical description”
2.Mr. Samuel Liu, Age 44, COO
“See prior biographical description”
3.Mr. Jiming Zhu, Age 53, Vice President, CFO, Treasurer
“See prior biographical description”
4.Mrs. Junhui An, Age 35, Vice President
“See prior biographical description”
5.Ms. Maggie Zheng, Age 35, Secretary
Ms. Zheng has been Vice President in charge of the commercial banking division of United Commercial Bank, a state chartered bank, in City of Industry, California from April of 2006 to the present. From 2005 to 2006, she directed international banking operations for East West Bank, a private banking facility, in Pasadena, California. From January 2002 to December 2004, she worked for Washing International Group, an international business development company in Chicago, Illinois. Ms. Zheng holds an MBA degree from De Paul University awarded in 2003.


Proposed compensation and sharehold interest¹ Compensation would terminate as of new management and principal shareholders.

In the following tables, Croff will set-out the total compensation for each anticipated principal officerclosing date if plan of the surviving entity immediately upondivision is approved, with final payments prorated through the closing date of the exchange agreement. Compensation includes all forms of compensation, such as salary as well as any indirect compensation such as payment of insurance or other benefits. Also included in the compensation table are any stock rights and options which will exist as of the time immediately following the closing date of the exchange agreement. Thereafter, the new management has agreed to not seek or accept any increase of compensation for six months from the closing date of the exchange agreement. Any material change in compensation will be subsequently reported by the company in various securities law filings under the Securities and Exchange Act of 1934. The second of the two following tables will set-out the sharehold interest and percentage ownership of the new management and significant shareholders for the company immediately upon the closing of the exchange agreement.

Proposed Summary Compensation Tablemonth.

Name, Position and AddressAnnual Salary or Other Direct
Compensation		Valuation of all
Indirect Benefits		Stock Warrants or
Other Stock Rights
Aizhong An
CEO, Chairman
148 Chaoyang Street
Taiyuan, Shanxi China		$19,200NoneNone
Samuel Liu
President, COO
22128 Steeplechase Lane
Diamond Bar, CA 91765		$60,000NoneNone
Jiming Zhu
Vice President, CFO,
Treasurer
148 Chaoyang Street
Taiyuan, Shanxi China		$19,200NoneNone
Junhui An
Vice President
148 Chaoyang Street
Taiyuan, Shanxi China		$24,000NoneNone
Maggie Zheng
Vice President, Secretary
25 N. Elmolino St. Apt E
Alhambra, CA 91801		$42,000NoneNone


SHAREHOLD INTEREST OF PROPOSED MANAGEMENT AND SHAREHOLDERS
 HOLDING OVER FIVE PERCENT OF SHARES

New Croff Directors, Nominated by
TRBT(1) 		Capital Paid In
Currency to TRBT		Percent of
Current
Registered
TRBT
Capital		Number of
Croff Common
to be Issued
(shown as a %
of total Croff
common after
closing –
12,049,642
1An, Aizhong
Director, Officer
148 Chaoyang Street
Taiyuan, Shanxi China
RMB 1,280,000 (2)
80%
54.3%
6,542,630
2Liu, Yong
Beneficial Shareholder
210 Tower B, Hi-Tech Plaza
Tian An Cyber Park, Futian
Shenzhen, China 518048
0
0%
5.92%
713,302
3Wang, Tao
Beneficial Shareholder
170 Hongqi Ave
Haerbin, China 150030
0
0%
8.88%
1,069,954
4Huang, Hai
Beneficial Shareholder
3105 Bank of America Tower
Central Hong Kong
0
0%
7.9%
951,873
5Deng Xiangjun
Beneficial Shareholder
CMA Building
64 Connaught Rd
Central Hong Kong		00%7.9%
951,873
   TOTALSRMB 1,280,00080%84.90%-
10,229,632

(1)Beneficial Shareholders includes shares held by controlled entities. See table on page 19.
(2)     The RMB is the official Chinese currency. As of the date of this Proxy the exchange rate was approximately eight RMB equals one dollar.

DISCUSSION OF PROPOSED REMUNERATION

The initial total remuneration to be paid to the principal officers and directors of the company, post closing date of the exchange agreement, as outlined above, is believed modest by U.S. standards. Further, each shareholder or prospective shareholder should note that no front-end stock options or rights have been created or granted to management or will exist as of the closing date. However, after an initial commitment


not to alter or amend compensation for six months from closing, management may create new and enhanced compensation to management, including various management stock options, warrants or other stock rights. It is unlikely that any increase in compensation, as approved by the Board, will require initial shareholder approval, but management stock option programs most likely will be submitted at some point for shareholder ratification or approval. Further, because of the minority status of public shareholders in the company, there will be essentially no independent approval or check upon the granting of future compensation to management as it may deem appropriate. These matters are further discussed in this proxy under the Risk Factor section. While not directly a compensation issue, it should be further understood that the company will most likely be required to initially employ substantial independent legal and accounting experts who will advise the company as to ongoing compliance and operation as a U.S. public company and these third party service expenditures will probably constitute a significant cost and burden to the company, particularity during its reorganization period.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Historically, as well as will be the situation after the effective date of the closing of the proposed exchange agreementcorporate division and resulting reorganization, there has existed and will continue to exist various control relationships in Croff which have resulted in transactions which cannot be considered as true “arm’s-length” transactions between fully independent parties.  Historically, Mr. Gerald L. Jensen and affiliated entities have been the majority and controlling shareholder.shareholder of Croff.  While the Boardboard has independently passed upon various proposals and transactions related to transactions with Mr. Jensen and related entities, as previously reported, these transactions could not be considered as fully independent arm’s length transactions between independent parties. In the same light, the new management group and its principal shareholder, Mr. Aizhong An, will have a substantial control positionparties in the public entity and may engage in various transactions related to issuance of shares, stock options or rights or other forms of compensation which, while passed upon by the Board of Directors, may not constitute fully independent or arm’s length transaction in Croff.

all situations.


Present management or anticipated new management cannot foresee or predict all potential conflicts or related party transactions that may arise in the future, but believe that the following may constitute some of the more significant historical and potential future related party conflict transactions, which are set-out below in outline fashion and, as to past events,well as procedures which have been more fully treated and set-out in prior disclosuresdeveloped to shareholders in public filings by Croff:

  • During 2005, pursuant to a tender offer and required public filings, Mr. Gerald L. Jensenand related entities (principal shareholders) acquired in a tender offer to all preferred “B”shareholders approximately 110,344 additional shares or and additional 20.4% of thepreferred “B” shares at $3.00 per share bringing their total holdings to 67.2 % or 363,535shares. There was no independent fairness opinion obtained, but Croff’s Board ofDirectors, absent Mr. Gerald Jensen, acting as an independent committee, believed that theterms and conditions for such tender were reasonable. It should be understood that noindependent determination of fairness by a fully independent individual or group wasemployed due to cost considerations andlimit the Board’s independent determination of theunreliabilityimpact of such estimates for the type of assets held by Croff as more fully discussedunder Purposes of the Transaction.

  • As to the aspects of the present exchange agreement dealing with the cash and stock tenderfor remaining Class B preferred assets of the company by Mr. Gerald L. Jensen and related

conflicts or potential conflicts:

·
Historically, the Board has adopted a policy that as to any proposal or transaction which involves any interest of a director or officer, such proposal or transaction must be independently reviewed and adopted, with or without modification, or rejected by a majority of independent board members.  After presentation, such review is conducted and a determination made outside the presence of the interested party.  This same procedure has been followed in considering management compensation.  The board is not aware of any incidence where shareholder ratification was believed required or sought relative to this procedure.

    entities, again there has been no fully independent fairness opinion or review. Thecompany’s board believes that such terms are reasonable based upon the present economicstatus and circumstances of the company, and due to the company obtaining a independentannual oil and gas reserve report from which to make a general analysis of the value of thepreferred “B” oil and gas assets. From this basis the company believes the resulting twocommon shares converted from each preferred “B” share, other than principal shareholders,is within the range of a reasonable offer, particularly in light of dissenting shareholderoffering rights at $4.00 for each preferred “B” share and the potential increased bookvaluation of the common shares after closing. In addition, the board evaluated theincreased revenue per share from continuing operations, and the potential higher netearnings from continuing operation after closing, based on the 2006 financials of eachcompany. However, each investor should consider the lack of such independent fairnessopinion or review as an essential risk factor as it pertains to this related party transaction.

  • The ongoing business of Croff will be substantially controlled by Mr. Aizhong An who willhold a preponderate majority of the outstanding shares of the company for the foreseeablefuture. As a result, decisions and transactions between Croff and Mr. Aizhong An will notbe fully arm’s-length transactions, even if reviewed and passed upon by an independentmajority of the Board. Further, there is no assurance or guarantee that the Board can, orwill, act independently of Mr. Aizhong An’s influence. In all events, Mr. An will be in asubstantial majority sharehold position to determine direction and terms of any transactionsby the company for the foreseeable future, subject to only to board review and approval. Ultimately, Mr. An may also elect such further or replacement individuals to the Board ashe deems appropriate and may thereby, exercise ultimate control and authority over thefuture operations, business decisions and management of the company.

  • Mr. Gerald Jensen’s compensation has been determined and set by the other boardmembers voting independently, but there is no assurance that his position as the majorityshareholder may not have influenced such considerations.

  • Historically, Croff has reported other related party transactions as part of its current 10-Kfiling which is incorporated by this reference; but does not believe such disclosures relevantto its ongoing activities pursuant to the reorganization.

21
·During 2005, pursuant to a tender offer and required public filings, Mr. Gerald L. Jensen and related entities (principal shareholders) acquired in a tender offer to all preferred “B” shareholders approximately 110,344 additional “B” shares or an additional 20.4% of the preferred “B” shares at $3.00 per share bringing their total holdings to 67.2 % or 363,535 shares.  There was no independent fairness opinion obtained and Croff’s Board of Directors (absent Mr. Gerald Jensen) acting as an independent committee referred such terms and conditions to the shareholders without recommendation.  It should be understood that no independent determination of fairness by a fully independent individual or group was employed due to cost considerations and the board’s independent determination of the unreliability of such estimates for the type of assets held by Croff.

·As to the aspects of the present transfer agreement dealing with the proposed corporate division and transfer of assets, there has been no independent fairness opinion or review.  The company’s board believes that such terms are reasonable based upon the fact that each present ‘B” shareholder will receive the same relative interest in the current Croff oil and gas assets in the new company but with voting rights.  From the basis of its annual reserve report and current prices of oil and gas, the company believes a price of $4.25/share for each preferred “B” share is fair for those dissenting shareholders seeking a cash settlement.  The common redemption price at $1.00/share is more subjectively projected as the maximum perceived value of Croff as a public shell, and approximates the current limited trading range.  However, each shareholder exercising dissenter’s rights should consider the lack of such independent fairness opinion or review as an essential risk factor as it pertains to this or any related party transaction.

·Mr. Gerald Jensen’s compensation has been determined and set by the other board members voting independently.

·Historically, Croff has employed a policy and procedure that all non-operated oil and gas production opportunities known to any member of the board will be first made available for consideration by the Croff board before being privately pursued for development.

·Historically, Croff has reported other related party transactions as part of its current 10-K/A filing which is incorporated by this reference; but does not believe such disclosures relevant to its ongoing activities following the plan of division.


MANAGEMENT'S STOCK RIGHTS AND OPTIONS


As previously noted, there are no and will be no remaining stock options, warrants or other stock rights held by managementexisting as of the closing of the  exchange agreement, nor will there be any such rights for at least six months after closing. New management will not have or be entitled to any stock options, warrants or other stock rights for a period of six months from the closing.transfer agreement.  However, as noted above, in the future the new management may determine and create various forms of executive stock rights or options with or without shareholder approval and subject only to public disclosure. Further, because Mr. Aizhong An will be the predominate shareholder in Croff, there will not be any direct public restraint or direction as to the nature, amount or timing of such stock rights or warrants after the initial six month period.


22

CORPORATE GOVERNANCE


Audit Committee.


Prior to 2004, Croff did not have an Audit Committee. However, under existing statutory requirements, the company implemented, as of January 1, 2004, an audit committee complyingbelieved to be compliant with the requirements of the Sarbanes-Oxley Act. From 2004 through his resignation on December 12, 2006, Mr. Dilworth Nebeker acted as Chairman of this committee and Mr. Ed Peiker served as the other member on the audit committee. After December 5, 2006, Mr. Harvey Fenster, an independent board member, was appointed as Chairman and Mr. Richard Mandel as aan independent board member, also serves on the audit committee. Both are deemed to be independent directors.member.  The present audit committee as presently constituted has met twice and is presenting its first report related to the company’s December 31, 2006 audited financials.

three times during 2007.


Board of Directors.Directors & Conflict Avoidance.


The company is governed by its board of directors consisting of Mr. Gerald L. Jensen who is also the President of the company.  The other current directors are deemed independent directors, as that term has been previously defined in these proxy materials, and include: Mr. Richard Mandell,Mandel, Jr., Mr. Julian D. Jensen, who is the brother of the president, and Mr. Harvey Fenster who was recently appointed in December, 2006 after the resignation of Mr. Dilworth A. Nebeker and Mr. Edwin W. Piker,Peiker, Jr.  Further information as to each of these directors and the sole executive officer of the company have been previouslywill be set-out in these proxy materials, including compensation and sharehold positions, and are further described in the enclosed and incorporated Form 10-K10-K/A information.


Mr. Harvey Fenster and Mr. Richard MendellMandel currently constitute the two members of the audit committee for the corporation.


Potential conflicts that may exist between Mr. Gerald L. Jensen as the sole executive officer and the company and due to itshis majority shareholder position have been set-out and treated in the preceding section on Potential Conflicts and Related Party Transactions. Potential conflicts are further treated as part of the enclosed and disseminated 10-K10-K/A materials.

  At all times in setting Mr. Jensen’s compensation or considering any transaction or proposal in which he had an interest, the other board members would consider and decide such matters without the participation of Mr. Gerald L. Jensen.


Independent Board Members.

As noted previously, all of the directors, except Mr. Gerald L. Jensen, are deemed to be independent based upon the definition employed by the company as previously described in the glossary; which essentially provides for determination of independence if the director is not a principal officer or employee of the company, is not in a position to exercise actual control over the board or the company and if such person holds less than 10% of the issued and outstanding voting stock.  All of the directors, other than Mr. Gerald L. Jensen, are believed to meet this criteria, evencriteria.  Even though Mr. Julian D. Jensen is a brother of the president, Mr. Gerald L. Jensen.Jensen, Mr. Julian D. Jensen and the other members of the board believe that he acts in an independent capacity and has not, and does not, act under direction, authority or control of Mr. Gerald L. Jensen.  The definition of independent director, as adopted by the company and as stated above, has also been posted on the company’s website.

All of the nominees for director positions contained in these proxy materials are unrelated and have no prior business relationship with the existing board of directors and constitute a board fully and independently nominated and proposed by the TRBT group. Again, any known potential conflict or related party transaction has been described as to this group in the preceding section under that caption and their biographical information has been previously set-out in these proxy materials.

23

Attendance at Meetings.

During calendar year 2006,2007 to date, there were sixhave been seven board meetings of the company, the held company records reflect that of these six board meetings, each were attended either in person or by telephone by each of the directors except that on one occasions, Mr. Edwin Peiker was absent.directors.  The audit committee met on sixthree occasions and was attended by each of its members on each occasion.  The audit committee submitted sixtwo reports to the board of directors.  The independent committee of the board met three times.  The company does not, at present, have any formal policy on attendance at board of directors meetings, but would anticipate that any director who is not able to attend on a consistent basis would so inform the board and consider resigning his position if his other responsibilities did not allow a consistent attendance.


Director Compensation.

The compensation to directors has been determined by a committee of the whole of the board. Because directors are only paid a flat stipend and any required per diem for attendance at meetings, the company has felt there was no reason to have an independent compensation committee for directors or officers to this point.

Audit Committee Charter.

The audit committee as formed in December, 2002 adopted an audit committee charter basically establishing procedures to deal independently with the company’s auditors and to report to or receive independent reports from the auditors as required under the Sarbanes-Oxley Act.  The charter also contains ethical standards to avoid conflicts of interest.

Code of Ethics.

The company has not to date adopted a formal code of ethics, though the board periodically reviews and discusses the necessity of observing fidelity and fiduciary standards to the company and its shareholders, avoiding conflicts and apparent conflicts, avoiding any form of insider dealing, trading or favoritism, or violating the corporate opportunity doctrine.

Other Committees.


The company does not have other standing committees, including a nominating or compensation committee, a diversity committee or an executive committee.  The company believes that such independent committees are presently unnecessary due to the extremely small size of the company and its board of directorsdirectors; and, because, on any material matter involving acquisitions, compensation or nomination, the disinterested members of the board have met as committee of the whole. In like manner, because

Nominating Process.

 Because of the small size of the company and because there does not appear to be any active interest by alternative persons wishing to serve on the board of directors the company simply acts as a committee of the whole for nominating purposes.  The company does not have any prescribed criteria for qualification of those sitting on the board of directors, but believes that its present board is qualified to act upon the matters and areas in which the company presently operates.

  The board would entertain any outside nomination for a directorship and would attempt to propose for nomination the best qualified applicant.  To date, there have been no outside nominees.


Shareholder InformationInformation.


Croff is aware of the general rules and regulations of the Securities and Exchange Commission regarding shareholder comments and proposals.  In all prior proxy statements, Croff has included direction to shareholders in each annual proxy for, at least, the past five years generally outlining their right and the procedures to file any shareholder statements or proposed resolutions.  Historically, Croff has not received any shareholder proposals or suggested resolutions and does not anticipate any resolutionsshareholder proposals related to the present proxy matters at issue.


24
CORPORATE PERFORMANCE GRAPH



Normally contained in this section would be a graph comparing the company’s common stock performance to the performance of the general market on which it trades, as well as comparisons to the relevant industry segment of that market.  However, because during the last year, Croff had only a very limited trading market on the Electronic Bulletin Board, it is deemed such presentation wouldcould be inaccurate and potentially misleading.  Croff continues to have very limited trading activity.  The trading range during the last year has ranged from approximately $1.40$1.25 per share to $3.00$3.50 per share. Since December 15, 2006, a more active market has developed and it may be possible to chart this activity in the future.



MATTERS SUBJECT TO SHAREHOLDER VOTE



I.


ELECTION OF DIRECTORS


The resigningcurrent Croff Board consistsand nominee consist of Gerald L. Jensen, Richard H. Mandel, Jr., Harvey Fenster and Julian D. Jensen.  The new slate of directors, whose election is urged, are more fully described above. Please review particularly the priorfollowing biographical information on nominees and the sectionsections on Potential Conflicts and Related Party Transactions.

Transactions and Risk Factors.

GERALD L. JENSEN, 67, PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS

President of Croff Oil Company since October 1985.  Mr. Jensen has been an officer and director of Jenex Petroleum Corporation, a private oil and gas company, for over ten years, and an officer and director of other subsidiary or related companies.  In 2000, Mr. Jensen became Chairman of Provisor Capital Inc., a private finance company.  Mr. Jensen was a director of Pyro Energy Corp., a public company (N.Y.S.E.) engaged in coal production and oil and gas, from 1978 until it was sold in 1989.  Mr. Jensen is also an owner of private real estate, finance, and oil and gas companies.

RICHARD H. MANDEL, JR., 78, DIRECTOR

Mr. Mandel has been a director of Croff Enterprises, Inc. since 1986. Since 1982, Mr. Mandel has been President and a Board Member of American Western Group, Inc., an oil and gas producing company in Denver, Colorado.  From 1977 to 1984, he was President of Universal Drilling Co., Denver, Colorado.  Prior to 1977, Mr. Mandel worked for The Superior Oil Co., Honolulu Oil Co., and Signal Oil and Gas Co. as engineer and in management.

JULIAN D. JENSEN, 59, DIRECTOR

Mr. Jensen is the brother of the Company’s president and has served as legal counsel to the Company for the past eight years.  Mr. Jensen has been a director since 1991.  Mr. Jensen has practiced primarily in the areas of corporate and securities law, in Salt Lake City, Utah, since 1975.  Mr. Jensen is currently associated with the firm of Jensen, Duffin & Dibb L.L.P., which acts as legal counsel for the Company.

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HARVEY FENSTER, 66, DIRECTOR

Mr. Harvey Fenster has been a director since 2006.  Mr. Fenster currently is the President of BA Capital Company, a financial advisory services company.  From 1991 to 1994, he served as Senior Vice President and Chief Financial Officer of The Katz Corporation, a public international media representation firm.  Previously, Mr. Fenster was Executive Vice President and Chief Financial Officer of Pyro Energy Corp., a New York Stock Exchange listed public company engaged in coal mining, oil and gas exploration and development.  Mr. Fenster has also served as a director of Uranium Resources, Inc., a public company engaged in uranium exploration and production.  Mr. Fenster, a Certified Public Accountant is retired from public practice.



SUMMARY INFORMATION AS TO DIRECTORS/PRINCIPAL OFFICERS

         NAME
Director Since
Compensation
Gerald L. Jensen (1)
1985
Salary as President: $54,000 -
Inside Director Compensation - See Below*
Richard Mandel, Jr.
1985
Outside Director Stipend Only
(See Below)
Julian D. Jensen
1991
Outside Director Stipend Only
(See Below)
Harvey Fenster
2006
Outside Director Stipend Only
(See Below)













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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS

The following table sets forth the beneficial ownership of common stock and preferred B stock of the Company as of September 30, 2007 by (a) each person who owned of record, or beneficially, more than five percent (5%) of the Company’s $.10 par value common stock, its common voting securities, and (b) each director and nominee and all directors and officers as a group.

  Shares of     Shares of    
Owners Common  Percentage  Preferred B  Percentage 
  of Class of  Stock Owned  of Class B    
  Beneficially  
Common Stock
  
Beneficially
  Preferred Stock 
             
Gerald L. Jensen  258,878*  47.1%  363,535*  67.2%
     3773 Cherry Creek Drive N, #1025                
     Denver, CO 80209                
                 
Richard H. Mandel, Jr.  18,100   3.2%  8,000   1.5%
     3333 E. Florida #94                
     Denver, Colorado 80210                
                 
Julian D. Jensen  31,663   5.7%  0   0%
     311 South State Street, Suite 380                
     Salt Lake City, Utah  84111                
                 
Harvey Fenster                
    25 Oak Meadow                
    Evansville, IN  47725                
                 
Directors as a Group  308,641   56%  371,535   68.7%
 *      Includes 132,130 shares of Common and 132,130 shares preferred B held by Jensen Development Company which is owned by Gerald L. Jensen.

At present there are no management or director stock options or rights.


 EXECUTIVE COMPENSATION

Certain additional required information concerning remuneration, other compensation and ownership of securities by the Directors and Officers is set-out in the enclosed 10-K/A Report and incorporated by this reference. Directors currently received $350 for each half-day session of meetings of the Board. The Audit Committee Chairman receives $500 per quarter and each member receives $350 per quarter.
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Remuneration
During the fiscal year ended December 31, 2005, there were no officers, employees or directors whose total cash or other remuneration exceeded $80,000.

Summary Executive Compensation Table
2003-2006 Compensation Gerald L. Jensen, President. (No other executive salaries)

  2003  2004  2005  2006 
YTD            
Annual Compensation
            
Salary $54,000  $54,000  $54,000  $54,000 
Bonus $0  $0  $0  $0 
Other Annual Compensation $0  $0  $0  $0 
                 
Long Term Compensation
                
Awards                
Restricted Stock Awards $0  $0  $0  $0 
Payouts                
No. Shares Covered by Option Grant  0   0   0   0 
Long Term Incentive Plan Payout $0  $0  $0  $0 
All Other Compensation $1,620(1) $1,620(1) $1,620(1) $1,620(1)

1  Mr. Gerald Jensen also receives an IRA contribution from the Company of $1,620 (3% of salary) per year.

Gerald L. Jensen is employed as the President and Chairman of Croff Enterprises, Inc.  Mr. Jensen commits a substantial amount of his time, but not all, to his duties with the Company.  Directors, excluding the President, are not paid a set salary by the Company, but are paid $350 for each half-day board meeting and $500 for each full-day board meeting.

DIRECTOR COMPENSATION TABLE 2006


Name

Fees earned or paid in cash $

 

Stock awards $

Option awards $

Non-equity incentive plan compensation $

Non-qualified deferred compensation earnings $

All other compensation $

Total $

Gerald L. Jensen

None

0

0

0

0

0

0

Richard H. Mandel, Jr.*

Paid Per Mtg.-
$2,900
2006

0

0

0

0

0

$2,900

Julian D. Jensen

Paid Per Mtg.-
$2,600
2006

0

0

0

0

0

$2,600

Harvey Fenster*

Paid Per Mtg.-
$500
2006

0

0

0

0

0

$500

 1       Mr. Julian D. Jensen receives compensation as legal counsel to the company which is separately reported as part of professional fees.
2      The board authorized retirement payments to former board members Edward Peiker and Daniel Nebeker of $10,000 each in 2006.
*      Includes Audit Committee meeting payments.



Options, Warrants or Rights

      The company had no outstanding stock options, warrants or rights presently or as of December 31, 2005.

THE BOARD URGES YOUR VOTE IN FAVOR OF EACH OF THE CURRENT DIRECTORS WHO WILL APPEAR ON THE PROXY BALLOT FORM AS THE NOMINEES.  As previously explained, the ballot will allow you to vote for one or more, but less than all nominees, if you elect as common shareholders.  Further, space is provided to “write in” an additional nominee or nominees and to cast your ballot for such alternatives if you elect.  Board members will consist of those receiving the highest number of votes for each board position.

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II.


EXCHANGE AGREEMENTRATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Auditors

The Board of Directors has appointed Ronald C. Chadwick, P.C. of 2851 South Parker Road Suite 720, Aurora, Colorado 80014 as independent certified public accountants for the Company to examine the financial statements of the Company for the fiscal year ending December 31, 2007 and ask for ratification of his further appointment through December 31, 2008.  The appointment of Ronald Chadwick, P.C. is subject to ratification of the shareholders and a resolution for such ratification will be offered at the Special Meeting as is contained in the enclosed proxy ballot.  Ronald Chadwick has been acting as independent accountant for the Company for the past year. Mr. Ronald R. Chadwick, P.C. has been proposed as the replacement auditor by virtue of his familiarity with the Company's affairs, his lower cost and his ability, and is considered by the Board and the Independent Audit Committee as best qualified to perform this audit.  Croff has no disagreement over accounting information, policies or presentation with is prior auditors or Mr. Chadwick.  The present Board of Directors recommends adoption of a resolution appointing Mr. Chadwick as the independent auditor for the Company.  The foregoing accountant may be present at the Annual Meeting and has agreed to respond directly to any shareholder accounting questions sent to his office.

Audit Fees

Aggregate fees for professional services rendered by Ronald Chadwick (“Auditor”) in connection with its last audit of the company’s consolidated financial statements as of and for the year ended December 31, 2006 aggregated $10,250.  The limited reviews of the company’s unaudited condensed consolidated interim financial statements paid to Ronald Chadwick aggregated $4,500 for the calendar year 2007 to date.

THE PRESENT BOARD URGES YOUR VOTE IN FAVOR OF THE RATIFICATION OF THE CURRENT PROPOSED AUDITOR.


III.

VOTE ON DIVISION OF COMPANY AND RELATED ACQUISITION TERMSITEMS



General DescriptionApproval of Exchange AgreementShare Transfer.  After the termination of the TRBT share exchange plan in June, 2007 the board of directors met and Resulting Acquisition

On December 12, 2006,determined that the company should still attempt to go forward with a reorganization whereby the oil and gas assets could possibly be transferred to a private entity leaving Croff entered intoEnterprises essentially as a definitive Stock for Stock Equivalent Exchange Agreementpublic reporting shell corporation which the board believe may be in a better position to engage in future merger or reorganization activities, but without prejudice to the interest or rights of the minority shareholders previously holding preferred “B” shares which evidenced interest in existing oil and gas assets.


29
The board then appointed a special committee consisting of the three outside directors of the company, independently of Mr. Gerald L. Jensen, the president and inside director, to explore various options, opportunities and reorganization opportunities and report back to the board as a whole as to recommendations going forward.  In essential terms, the findings and recommendations of the independent committee were as follows:

1.    Consider transferring the oil and gas assets out of the existing public entity to a private entity in such a way as to preserve the equivalent interest in such private entity of the present “B” shareholders (to which the oil and gas assets were pledged) and to provide voting rights to all shareholders by having a common class of stock.

2.  Continue to attempt to find suitable merger, acquisition or other types of reorganization possibilities for Croff Enterprises, Inc. subsequent to filing a proxy statement obtaining shareholder approval of the transfer of the assets to a private entity.

3.    As part of the overall plan of reorganization to convert each issued and outstanding “B” share to one common share in the new private oil and gas entity, Croff Oil.  To provide notice through the proxy process to shareholders of this conversion upon majority approval and to provide an ongoing mechanism whereby the preferred “B” shares would be cancelled of record and prior holders of preferred “B” shares would receive one common share of Croff Oil for each former preferred “B” share.

4.    To charge the president to actively engage in seeking out and discussing merger or acquisition possibilities.

5.   To consider the future acquisition of personal liability insurance for members of the board of directors.

6.   To simplify the corporate structure and assets to allow implementation of financial review procedures and accounting practices at a reasonable cost, in conforming with Section 404 of Sarbanes-Oxley or to consider the ramifications of becoming a “pink sheet” company.

7.  To increase the common shares for future financing or reorganization purposes from 20 million shares at $.10 par value to 50 million shares at $.10 par value and to increase the authorized but un-issued class “A” shares from 5 million shares common no par to 10 million shares, no par.

8.  To review and include within this proxy solicitation required dissenting shareholder rights provisions to all shareholders and to determine a suggested valuation of the preferred “B” shares for dissenting shareholder rights purposes at $4.25 per share and for the common shares at $1.00 per share.


30

 Because the company has set-out with TRBT as generally described above. A basic outlinesome details the proposed terms of this transaction has been includedthe asset transfer and corporate division in the forepart of this proxy statement, and was also generally described in the 8-K filing made contemporaneously with the executionmechanical terms of the exchange agreement. Also, attachedproposed transfer, the board of directors’ position and resulting capitalization and structure are not repeated and restated in this detail section.  However, the board has included within the following materials various considerations, risk factors and further information concerning the proposed corporate division and class “B” share cancellation that may be relevant and significant to that prior 8-K filing on or about December 14, 2006 was a copythe consideration of the complete exchange agreement with exhibits.proxy materials and your voting on the recommendations of the board as to these items.

 Each party reviewing this Proxy may wish to review that completed exchange agreementthe Plan of Corporate Division attached as previously filed as an attachment to the 8-K filing at the SEC website atwww.sec.gov; or, alternatively, a copy may be reviewed at the company website atwww.croff.com., by clicking on corporate profile, then all SEC filings. Additionally, a written copy can be obtained directly from the company by telephone or mail request without cost.Exhibit “A” hereto.  Management of the company is further willing to discuss any terms and provisions of this agreementPlan in more detail with any shareholder, prospective shareholder or other interested parties.party.

The company herewith incorporates the complete exchange agreement as described above as part of this description without necessarily setting-out or outlining each of the relevant terms and provisions of such agreement.


 The following constitutes management’sthe board’s outline of the essential terms:

1.     Upon the successful confirmationterms and certain risks of the exchange agreement and the closing, Croff will be acquiring an eighty percent (80%) interest in the issued and outstanding equityPlan of TRBT, which in turn owns seventy six percent (76.1%) of all equity interest in six shopping malls in or around the city of Taiyuan, China. As a result, Croff is acquiring a net equity interest in the properties of approximately sixty one percent (61%). It is believed

Corporate Division:

·
Summary of Transfer.  As previously set-out, in the event of the successful majority common and class “B” shareholder approval of the asset transfer, all of the oil and gas assets of Croff will be transferred to Croff Oil, a Utah corporation wholly owned by  Croff. Each existing preferred “B” shareholder in Croff will be issued one common share in the new Croff Oil such that their relative rights in the oil and gas assets should remain the same as their current percentage of ownership of preferred “B” shares.  Mr. Gerald L. Jensen, with associated business entities, will continue to hold and control approximately 67.2% of the voting stock and ownership of the new corporation and the other preferred “B” shareholders will own the remaining 32.8%, but will have an ongoing voting rights as common shareholders in the new corporation.  There will be no change in the common shareholders.  The percentage shareholders actually holding shares in the new entity may decrease in accordance with the number of preferred “B” shareholders who elect to exercise dissenting shareholder rights in lieu of receiving common shares in Croff Oil.  No anticipation or projection of what percentage of shareholders may exercise dissenting shareholder rights can be made by the company, but it is anticipated that the numbers should relatively insignificant.

that TRBT owns all of the physical buildings in the six shopping malls specifically described in attachments to the exchange agreement and more fully described below.

2.     The inventory and other personal property located in the malls are held by various lessees who act as both wholesalers and retail merchants for various consumer products and housewares for public sales within the shopping malls. The principals core products sold within the malls include various consumer clothing and household items, stationary, jewelry, household goods, books, electronics, appliances, cameras and other miscellaneous consumer products.

3.     It is anticipated that Mr. Aizhong An will continue as a principal manger of the TRBT properties and will continue to own the majority of the equity interest through his shareholder interest in Croff, being a 54.3% shareholder of Croff as of the closing.

4.     It should be noted that the underlying real property upon which each mall is located is state owned and is made available to TRBT on a long term license basis as indicated below under the description for each mall location. There can be no assurance or warranty that the government of China, which continues to own the underlying real property, will renew or extend such licenses upon the completion of the initial terms and such must be considered as potential risk factor in this transaction. Moreover, the physical structures constituting the malls will most likely be treated as appurtenant to the licensed property.

5.     Upon the completion of the share exchange, Mr. Aizhong An and affiliated parties will own 92.5% of the issues and outstanding shares of Croff and the remaining public and prior principal shareholders will collectively own the remaining 7.5%, with the public shareholders retaining 3.75% or approximately one half of the 7.5% .

6.     At present, there is no commitment or undertaking of the company after the closing to commence the payment of dividends from anticipated earnings and no one should continue to hold or acquire stock in the company upon any assurance or expectation of dividends as it is most likely that the company will continue to retain any earnings for growth or development purposes for the foreseeable future.

7.     While the shopping malls, as generally described below, collectively, are currently profitable in operations, there can be no assurance of ongoing profitability. Most tenant leases in the malls are prepaid lump sum net leases ranging in term from five to ten years.

8.     Croff will transfer out, as part of the acquisition of TRBT, all of its existing oil and gas assets and will become a real estate enterprise. As previously outlined above, this will be done by transferring such assets to a new subsidiary and then exchanging 67.2% of the stock in this subsidiary with the principal shareholders in consideration for the return of their outstanding Preferred B shares, constituting approximately 67.2% of all issued and outstanding Preferred B shares and assumption of all oil and gas liabilities or obligations. The principal shareholders will make an additional payment of six hundred thousand dollars ($600,000) in consideration for the remaining 32.8% of the new subsidiary’s shares. This will complete the transfer of all the

·
No Oil and Gas Assets.  In the event of majority shareholder approval of the asset transfer and corporate division as described earlier in this proxy, Croff will have essentially no oil and gas assets and should have cash or cash equivalents left of approximately of $300,000.  As previously indicated, Croff would then attempt to actively go forward to seek some form of merger or acquisition transaction which hopefully will increase shareholder value, provide working assets and create an active trading company upon completion of such transaction.  The board realistically anticipates that any acquisition or merger will result in the present shareholders of Croff holding a very small minority position most likely in the range of 5-10% in the event of the completed acquisition or merger.  Except for the completion of a future merger or acquisition, Croff would have no active business purpose or assets and will be required to employ and expand its limited cash reserves and assets primarily for compliance work as a ongoing public company, as well as ordinary overhead expenses as detailed in its 10-K/A report.

oil and gas assets to the principal shareholders. As noted above, no independent evaluation of these assets was completed, but the present Board determined in approving the exchange agreement that such consideration appeared to be reasonable. The company did not require an independent evaluation or appraisal due to the costs involved and the difficulty of selling geographically diverse small fractional oil and gas interests. The board believes it is capable of making a very general estimate of valuation ranges by employing its annual reserve report which it obtains as part of its annual report filings and projecting oil and gas estimated values as to such reserves based upon anticipated net values of recovered oil and gas.

9.     As a result of these transactions, the company will have no further preferred B shares or assets and each Preferred “B” shareholder, other than Mr. Gerald L. Jensen and affiliated entities, will receive two common share of Croff for each preferred B share converted and cancelled of record by the company. All preferred “B” shares will be cancelled at the closing and two new common shares issued for each preferred “B” share. The company may treat such prior preferred B share interests as lost or abandoned property after the appropriate time period under applicable laws for lost or abandoned property in the state of Utah, after giving the minimum required notice of exchange through this Proxy or as subsequently determined appropriate by the company as previously described.

10.     From the $600,000 consideration received from the principal shareholders, the company has determined to pay a $.20 per cash dividend to all common shareholders of record prior to the closing of the exchange agreement. In addition, from the $600,000 there will be paid a $10,000 retirement stipend to each of the independent directors. The company paid such a stipend to the two directors, who resigned in December, 2006. The balance of the $600,000 will be retained by the company for transitional costs and ongoing business purposes as determined by its Board of Directors. There will be not less than $530,000 in cash assets left in Croff at closing pursuant to the exchange agreement. There will also be other cash or cash equivalent accounts of approximately $100,000 in value left in Croff at the closing.

11.     Contained earlier in this Proxy Statement is a brief biographical depiction of each of the proposed nominee directors to be elected pursuant to this Proxy solicitation process. It should be understood while the proposed board and anticipated new principal officers have extensive experience in running the malls as acquired by the company in the PRC, they do not have any prior experience or expertise in the operation of a U.S. public company and will be required to retain various management, legal and accounting experts to assist in the operation of a public company in compliance with the SEC and NASD regulations as well as any state regulatory issues and corporate law.

12.     New management for Croff have indicated that upon the Effective Date of the closing, they will continue for the foreseeable future to operate the company under its current business name of Croff Enterprises, Inc. and will, for an interim period, maintain Croff as a Utah public company. New management has also entered into an undertaking, as more fully discussed above, not to increase salaries or other compensation or create any stock rights or warrants to management for a period of six months from the closing of this transaction.

31
·
Share Ownership after Closing.  Subsequent to the closing of the corporate split and asset transfer, Croff would essentially have the same existing ownership as presently extant in the company.  That is, Mr. Gerald L. Jensen and affiliated entities would own approximately 47% of the issued and outstanding common stock and all other shareholders would own approximately 53%.  If shares held by the board of directors are separated from the other shareholders not affiliated with Mr. Gerald L. Jensen, this remaining group of public shareholders would constitutes approximately 46% and the board, collectively, excluding Mr. Gerald L. Jensen, would hold approximately 8%.  The ownership in Croff Oil has been earlier set-out and described in the preceding sections.
·Principal Management. Immediately following the approval of the corporate division, three of the existing board of Croff would also constitute the interim board and is anticipated to appoint management of Croff Oil.  It is anticipated that after an interim period of approximately 6 months to a year, there will be a shareholder election and changes proposed to the board of Croff Oil and anticipated subsequent appointment of management. It is anticipated, though not warranted, that during this interim period Croff Enterprises most likely will be able to complete a merger or acquisition, which would, in turn, almost certainly result in a totally unrelated proposal to substitute and elect new directors having no prior affiliation with the existing Croff board and management.
·
Shell Company.  In the event of and subsequent to the shareholder approval of the stock split and asset transfer, Croff will become what is essentially known as “shell” public corporation.  That is a corporation which continues to report as a publicly owned and held entity under the Securities and Exchange Act of 1934 (’34 Act), but without any active business assets or purpose pending a subsequent merger or acquisition.  The status of Croff as a shell company may impose certain limitations and other reporting requirements on Croff that may be adverse to shareholder interest.  While not intended as an exhaustive listing of events related to becoming a shell company, the following are believed to be some of the more significant reporting requirements and limitations:

13.     It should be noted that two directors of the company, Mr. Gerald. L. Jensen and Mr. Julian D. Jensen, intend to vote a majority of the common shares held between them in favor of this transaction and election of the new directors, thereby assuring its passage, subject only to dissenting shareholder rights as previously and subsequently explained in this proxy. Mr. Gerald L. Jensen, individually or through controlled entities, also holds a majority of the preferred B shares and has committed to vote those shares in favor of the transaction. As a result, while the company is interested and does solicit your vote in favor of the propositions, it should be understood that the exchange agreement will be approved based upon the committed votes to date and that if any shareholder is dissatisfied with the terms of this transaction, the sole remedy of any such dissenting shareholder will be the exercise of the dissenting shareholder rights as provided under Utah law and as more fully described in this Proxy solicitation. Election of directors cannot be completed under Utah law by majority shareholder consent and requires an actual vote of all shareholders; it is, however, anticipated that TRBT nominees will each be elected.

14.     The exchange agreement provides that if 17% or more of the issued and outstanding shareholders (common and preferred) elect to exercise Dissenting Shareholder Rights, as explained in this Proxy material, TRBT may elect to rescind the exchange agreement.

15.     The exchange agreement requires the shareholders to approve an increase in the authorized Preferred “A” shares from five million (5,000,000) to ten million (10,000,000) shares, no par. No preferred share will be issued or outstanding at the close. The authorized Common shares are to be increased from twenty million shares (20,000,000), $0.10 par value, to one hundred million (100,000,000) common shares.

§Croff will have to report on the first page of its 10-Q and 10-K filings that it is a shell company.

§
In the event of any merger or acquisition, shell companies are required to report any merger or acquisition proforma financials concurrently with the filing of the notice of the definitive agreement of the merger or acquisition and do not have the time allowed to non-shell companies to provide subsequent proforma financial information.

§Broker/dealers trading shares in shell companies are required to provide particular high risk notices related to such companies to various persons purchasing stock in a shell company from a broker/dealer and to qualify those who may invest.

32
§
In any public disclosure document, the company will most likely have to list and described various risk factors inherent in acquiring of and owning stock in a shell company.

·
No Dividends.  At present, there is no commitment or undertaking of Croff, after the anticipated corporate division closing, to commence the payment of dividends from anticipated earnings and no one should continue to hold or acquire stock in Croff Oil upon any assurance or expectation of dividends as it is most likely that the company will continue to retain any earnings for growth or development purposes for the foreseeable future.  Further, it is anticipated Croff will not pay any dividends for the foreseeable future.

·
No Warranty of Future Earnings.  Croff cannot, as it becomes a shell company, make or proffer any warranty or assurance that there will be future earnings or future trading value in its stock and its entire future will be dependent upon the success of the present board in seeking out and finding a suitable acquisition or merger candidate.

·
Conversion of Preferred “B” to Common.  As a result of the transactions outlined above, the company will have no preferred B shares or assets.  All preferred “B” shares will be cancelled prior to the closing and one new common share in Croff Oil will have been issued for each preferred “B” share.  The company may treat any undeliverable new common shares as lost or abandoned property after the appropriate time period under applicable laws for lost or abandoned property in the state of Utah and after giving the minimum required notice of exchange through this Proxy or as subsequently determined appropriate by the company under Utah law as previously described.

·
Current Majority Control.  It should be noted that two directors of the company, Mr. Gerald. L. Jensen and Mr. Julian D. Jensen, intend to vote a majority of the common shares held between them in favor of the transactions described by this proxy and for the election of the new directors; thereby assuring its passage, subject only to dissenting shareholder rights as previously and subsequently explained in this proxy.   Mr. Gerald L. Jensen, individually or through controlled entities, also holds a majority of the preferred B shares and has committed to vote those shares in favor of the transaction.  As a result, while the company is interested and does solicit your vote in favor of the propositions, it should be understood that the exchange plan will be approved based upon the committed votes to date and that if any shareholder is dissatisfied with the terms of this transaction, the sole practical remedy of any such dissenting shareholder will be the exercise of the dissenting shareholder rights as provided under Utah law and as more fully described in this Proxy material.  Further, election of directors cannot be completed under Utah law by majority shareholder consent, but requires an actual vote of all shareholders.

Background of and Purposes for Transaction


Since approximately 1995, the board of Croff had authorized its chief executive officer to actively search out and seek potential favorable merger or acquisition possibilities for the company.  The creation of the preferred “B” class of stock and assignment of oil and gas assets in 1996 to enhance this process has been earlier explained.  This general decision was made by the board after careful review of the company’s status as an on ongoing small public company andcompany.  Croff premised its decision to seek reorganization opportunities essentially upon the following principal considerations:

  • The consideration that the company may be able to increase shareholder value byobtaining an alternative business or asset which might have greater growth potential.

  • The increasing cost and complexity of maintaining the company as a small publiccompany, particularly in light of the Sarbanes-Oxley accounting and disclosurerequirements.


  • The understanding that the small, fractional and widely disbursed assets of Croff weredifficult to scale into a larger more liquid company.

  • The realization that it was costly and difficult to dispose of the oil and gas assets,because of their very fractionalized and dispersed nature.

  • The consideration that the company did not presently have, nor was it likely to obtain,after several negotiations with small investment bankers, any additional capital toincrease its oil and gas business and potential resulting revenues and income.

  • The advancing age of present management of the company and their desire to step-down from active management of a public company at some future date.

33
·The consideration that the company may be able to increase shareholder value by obtaining an alternative business or asset which might have greater growth potential.

·The increasing cost and complexity of maintaining the company as a small public company, which became more onerous after passage of the Sarbanes-Oxley Act.

·The understanding that the small, fractional and widely disbursed assets of Croff were difficult to scale into a larger more liquid company.

·The realization that it was costly and difficult to value and dispose of the oil and gas assets, because of their very fractionalized and dispersed nature.

·The consideration that the company did not presently have any additional capital to materially increase its existing preferred “B” oil and gas assets.

·The fact that recent merger or acquisition discussions, including the recently terminated share exchange with TRBT, have required the company selling or somehow spinning out existing oil and gas assets.

·The advancing age of present management of the company and their desire to step-down from active management of a public company in the near future.

As a result of these and related factors, the board authorized its president to seek out and to present to the board various potential business acquisition, merger or reorganization possibilities that would meet most of the objectives outlined above.  Mr. Gerald L. Jensen was informally granted broad discretion by the board to complete initial “screenings” of proposals and to determine what, if any, proposal merited full board review.  Mr. Gerald L. Jensen, and to a lesser degree other members of the board, at various times sought and presented various merger or reorganization opportunities which were duly considered byopportunities.

Most recently, in June, 2007, the company but were,terminated a majority share acquisition with a Chinese company described herein as TRBT after reaching a definitive Share Exchange plan and commencing the proxy filing process.  The transaction was terminated because of a failure of performance by TRBT, particularly related to timely provide adequate financial statements.


Significant Historical Reorganization Proposals.

As generally noted above, during the period from approximately 1995 through the agreement with TRBT, various proposals for various reasons, never closed.

In approximately December, 2005, Mr. Gerald L. Jensen received an unsolicited contact from an agent for the TRBT group indicating that they had independently reviewed various small public companies and thought Croff may be an ideal candidate to enter into some type ofasset acquisition, share exchange, merger or other acquisition transactionforms of reorganization were presented by various enterprises or individuals to Croff.  Most of these were deemed to be inconsistent with Croff’s direction, intent or involved various provisions that would not seem to be compatible with going forward as a public company.  As a result, most of these proposals were screened by the TRBT group. Extended negotiations betweenpresident and not formally presented to the principalsboard; as to these proposals no extant record exist.


34

Of the proposals which were ultimately reviewed by the board of directors, there are approximately four proposals which were given serious consideration and legal counsel for both entities during the periodwith some level of approximately December, 2005 to December 12, 2006 culminated in the entrydue diligence completed.  Following is a general description of the share exchange agreement generally described above.

As previously discussed,proposals substantively reviewed by the Croff board determined that the valuation for the oil and gas assets to be sold were within the range of reason and particularly noted that it would be difficult, based upon the board’s prior collective experience, to market the small fractional oil and gas interest in widely diversified geographical areas for net amounts, after sales costs and commissions, which they believed would exceed the collective value of the offer made by Mr. Gerald L. Jensen as the principal shareholder, together with the cancellation of his majority holdings of the class “B” sharesreasons for which all of oil and gas assets were pledged. The board further determined, as discussed above, that the offer of two common shares in the reorganized entity was reasonable consideration to all other preferred “B” shareholders.

While there can be no assurance or warranty that the company will be successful subsequent to the anticipated reorganization, the board believe that the transaction is reasonable on its terms subject to the significant risk factors as more fully disclosed subsequently in these proxy materials.

The source of new funds, as generally described above, is solely and exclusively those of related entities


controlled by Mr. Gerald L. Jensen who is providing all of the cash required for the transaction, togethernot going forward with surrender for cancellation of his outstanding preferred “B” shares in exchange for the Croff oil and gas assets. As discussed briefly before, the company through its independent board members deemed that it would be difficult and not cost effective to attempt to obtain an independent appraisal or fairness evaluation for the oil and gas assets in this transaction. Further, it was not thought probable that the assets could be sold to any party unfamiliar with the company or in a lump sum transaction. As a result of this decision, the company has not incurred nor is it anticipated to incur any direct cost related to the valuation or the sale of its assets, though there have been substantial costs incurred by the company relevant to completing the proxy solicitation process.

Any party having an interest in the transaction described in these proxy materials should understand that there was no prior relationship between Croff and TRBT and any of the principals or agents of Croff or TRBT and that all negotiations resulting in the exchange agreement have been the result of arm’s length and independent negotiation between the parties and their retained experts. Further, there has not been, nor will be, any further interest in the securities of the acquired TRBT other than described in these proxy materials. Further, it is not anticipated that any employ or agent of Croff will continue on or provide any form of consulting services to TRBT subsequent to close. There is, however, an informal understanding for Croff to provide continuing reviews of tax and securities filings for an interim period to insure an orderly and smooth transition subsequent to the close.

No person has been retained by Croff to make solicitations with regard to this transaction and no persons are known to have employed for such purposes by TRBT.

The companies are aware that they will file as of the closing of the transaction a definite 8-K describing the combined companies, with any amendments or changes, audited financials for the calendar years ending 2005 and 2006 for both entities and consolidated pro forma financials showing their combined company assets and other financial statements as of December 31, 2006.

Exemption Claims for Shares Issued

As referenced earlier, Croff is claiming an exemption from registration for the approximately 11,0000,000 restricted common shares being beneficially issued to the TRBT shareholders in exchange for their TRBT stock. As noted in the prior sharehold schedules, most of the TRBT shareholders are acquiring Croff shares through controlled foreign entities. As to these shares,definitive agreement.  Croff has taken the position that it would have been inappropriate to make any public announcement of any type of reorganization or acquisition consideration absent a definitive and binding agreement.  No such agreements were ever reached as to the following, except for the final one, the TRBT Agreement.  As a result, only board minutes or a preliminary letter of intent exist as to the other following reviewed proposals.


·The company entered into acquisition discussions with a group from Calgary, Canada during 1996 and 1997 known as Agra Fiber Industries, Inc. Agra Fiber Industries had presented their business plan to Croff and it had been reviewed by the president and later by the Board of Directors. Agra Fiber essentially created fiber board utilizing straw and fescue grass fibers, rather than the standard wood chips. After some discussions by telephone, the president of Croff went to Calgary, Canada, and met with the initial management and some of the board of directors of Agra Fiber. Agra Fiber was seeking funding to build plants which would cost approximately 30 million dollars, and was seeking initial private funding followed by a secondary offering which might be facilitated by a merger with a public company. After several meetings and a review by the board of directors of Croff, Agra Fiber was able to secure a commitment for debt financing.  Croff’s president and the president of Agra Fiber met with the Principal Group, an investment banking firm, in Houston, Texas, with respect to this financing. Croff provided only its public information, and received the Agra Fiber financials and business plan. In mid-1997, negotiations ceased when Agra Fiber reported that it was obtaining equity funding from a private Canadian investor which was not interested in a public merger.  No formal agreement or letter of intent was entered.

·
In 1997 and 1998 the Board reviewed two proposals from a Mr. William Becker, a Canadian owner of cable television, real-estate, and oil and gas interests. Mr. Becker was developing several high tech companies and was interested in a possible reverse-merger with Croff. The first company, which was discussed with Mr. Becker, was Sky Connect, Inc. Sky Connect was an existing company in the development stage which provided telephone service from aircraft prior to the widespread use of cell phones. Croff management received and evaluated an appraisal of this development stage company from the Madison Group, an investment company in Chicago, Illinois. After a number of management meetings with Sky Connect, no agreement was reached on an acquisition by Croff, and the Board was not presented with any proposal. Croff management then entered into discussions on another company founded by Mr. Becker, known as Telehub Communications Corporation. Telehub Communications Corporation was an early stage internet phone company using digital information packets over fiberoptic lines which was at an early stage of development in 1998. This company was headquartered north of Chicago, Illinois.  Telehub was obtaining bond financing as part of its capital raising program and would then propose a reverse-merger with Croff to become a public corporation. The President met with representatives and advisors of Telehub at their headquarters near Chicago, and later in San Francisco. Following the last meeting with Coopers and Lybrand, Telehub’s public accounting firm in San Francisco, it was determined that Telehub would incur material adverse tax consequences if the reverse-merger into Croff took place. Therefore, the negotiations were dropped by Telehub.  Again, there was no definitive agreement or letter of intent.

35
·Croff had a number of other discussions from 1999 - 2002 with potential acquisition    targets, but none of these potential acquisitions progressed past the early discussion stage. In 2004, the president met with Trinity Capital Corporation in Toronto, Canada, with respect to raising capital for Croff which could be used in the company’s oil and gas reentry program in Dewitt County, Texas, and for other expansion purposes. The president flew to Toronto and met with the principals of Trinity Capital and arranged for a discussion with the other members of the board of directors by conference call. After a period of negotiations, it was agreed that Trinity Capital would attempt to raise equity money for Croff. These efforts were terminated even before any formal offering memorandum was prepared.  Instead, Croff entered  into a joint development agreement on the Dewitt County, Texas Properties with Tempest Energy Resources, LP, which was duly reported in the Company’s filings on Form 10-K and 10-Q.

·
In August of 2005, Several of the principals of Trinity Capital, who had met with the Croff, after consulting with the Trinity board, informed management that they had formed an oil and gas company, Canary Resources, Inc. and would be interested in a reverse merger with Croff.  Canary was primarily involved in coal methane gas development.  Canary’s management proposed utilizing the Dewitt County properties and possible Michigan properties of Croff, with the remaining assets pledged to the preferred “B” properties to be purchased by the Croff principal shareholders who had just finished the tender offer for the Preferred “B” shares.  Croff’s president then engaged in negotiations with Bill Chandler, the President of Canary Resources. These negotiations continued during the fourth quarter of 2005 and first quarter 2006. The Canary assets were essentially coal-bed methane leases in eastern Kansas and Western Missouri. Canary was a development stage company in which there was no current production from any of the wells. Canary’s business plan was to acquire a large acreage position and develop funding to begin the actual drilling program. Canary had successfully completed a seven million dollar private investment of its convertible preferred shares. The Board of Directors of Croff, on November 4, 2005, authorized a non-exclusive letter of intent with Canary, agreeing all information would be kept confidential. Croff provided Canary its public filings and its oil and gas reserve report. Canary provided a reserve report and business plan information to Croff. After due diligence on the financial situation of Canary and examination of a lawsuit in which Canary was involved with respect to these assets, the president of Croff after discussion with the Croff board sent a letter on December 13, 2005, revoking the letter of intent with Canary. Management continued to have negotiations with Canary during the year 2006, at the same time it was discussing the potential acquisition of TRBT. In September of 2006, the Board made a final review of the Canary financial statements and determined not to proceed any further with negotiations with Canary, but to proceed with the proposal from TRBT.

36
·In December 2005, Croff was approached by Mr. Ed Wong, an agent for a number of Chinese companies which were seeking access to the US public markets. He stated that he represented himself and Mr. Sam Liu, who together would be interested in arranging the acquisition of a Chinese company by Croff. Sam Liu and Ed Wong, hereafter “agents,” stated that they were interested in a debt free, active, fully reporting public company, and that Croff had been referred to them. They also stated that there was no interest in its oil and gas assets or operations.

The president then visited China in April, 2006, meeting in Beijing China with an independent law firm to review aspects of Chinese law in this type of transaction and then traveling to Taiyuan, China, to meet with the officers and directors of TRBT and to inspect each of the shopping malls.  While in Taiyuan, Mr. Jensen also met with the staff and accountants for TRBT. Following this trip, the President reported to the Croff  board on April 25, 2006, that he was satisfied that the companies in China were conducting a well run real-estate business, that the shopping malls had a high occupancy rate and the staff seemed professional and competent.  During October and November, 2006, it was determined that in order to eliminate the remaining “B” shares, the Articles of Incorporation of Croff would be amended to convert each preferred “B” share to two shares of common stock and to cancel all authorized preferred “B” shares.  The cash consideration, except for a dividend to common shareholders of Croff and a retirement bonus to resigning directors, would remain in the company.  Julian Jensen, legal counsel, informed the board in detail about the Utah Dissenting Shareholder Rights Statute, and the rights of any dissenting Preferred “B” shareholders to obtain a cash settlement, rather than two common shares.  In November 2006, the board received preliminary September 30, 2006, financial statements and Croff completed its September 30, 2006, 10-Q. The board then met on December 5, 2006 and approved the Acquisition Agreement.  This approval required that certain editing and refining changes be made in the Agreement prior to its signing and announcement.  The Exchange Agreement was signed on December 14, 2006 and 8-K filed with the SEC on December 14, 2006. There were no other documents exchanged. The Stock Exchange plans, including all exhibits, are included in their entirety as an attachment to the earlier filed 8-K.
By early 2007, it had become apparent to the Croff board that TRBT was having problems in timely providing adequate audited financial information meeting GAAP requirements and disclosure under SEC Regulation and other SEC rules governing financial disclosures in financial statements.
After various late negotiations and attempts to complete the transaction, the Croff board in June, 2007 finally gave formal notice to TRBT of the termination of the proposed share exchange for the reasons outlined above.  The board subsequently has entered into negotiations with another oil and gas company, but no agreement has been reached, and no announcement made.

37

Exemption Claims for Shares Issued

Croff will exchange its oil and gas assets for the common shares of Croff Oil. Croff will then exchange the Croff Oil restricted common shares on a one-to-one ratio to its preferred "B" shareholders remainand cancel the beneficial owners subjectpreferred "B" class. Because no consideration or commission is being paid and the exchange is exclusively limited to reporting and disclosure requirements.Croff shareholders, Croff is primarily relyingclaiming an exemption for this stock exchange pursuant to section 3(a) (9) of the Securities Act of 1933 (33' Act).

Secondarily, Croff has historically taken the position, since the issuance of its preferred "B" shares in 1996 to all its common shareholders, that the issuance of the preferred "B" shares was exempt from registration under the 33' as a "no sale" transaction under existing SEC guidelines and staff legal bulletin, since no consideration or change in position was required of the shareholders receiving this stock dividend. As a result, the Preferred "B" shares were deemed to be a gratuitous stock dividend for which no registration was required. Further, there was no intent for any public trading market to exist or to develop for the Preferred "B" shares and they were accordingly issued with a legend and have always remained as restricted securities, subject only to voluntarily redemption by the company or other shareholders on a case-by-case basis over time as shareholders have elected and offered shares back to the company or other shareholders on a limited basis through the company's website. It is not anticipated that any public market would, nor has one ever been, developed for the Preferred "B" shares. The current transaction is believed to be an extension of the no sale treatment of these shares in that the existing and outstanding Preferred "B" shares are simply being exchanged on a one-to-one basis for restricted common shares in Croff Oil without consideration and are based upon the SEC Regulation “S”same assets for which the Preferred "B" shares were issued. As a result, it has been the position of the company and the opinion of its legal counsel that the present exchange of the Preferred "B" for Croff Oil common in additional to the exemption fromclaim under section 3(a)(9) constitutes a continuation and completion of the no sale transaction and does not require registration to issueof its shares to any personfor issuance, or business entity whicha formal exemption claim.

Finally, the resulting Croff Oil will have less than 500 shareholders and substantially less than $10M in assets so that it is not a U.S. citizen with restrictions on resales to U.S. citizen or into U.S. markets as essentially imposeddeemed that it will require any registration under Rule 144 and as noted in an appropriate legend on such shares.

In the eventsection 12g of the deemed issuanceSecurities Exchange of 1934 (34' Act) and Rule 12g-1 promulgated pursuant thereto. The Croff Oil shares will be issued with a restrictive legend and no trading market is anticipated in any manner for the shares.

The Preferred "B" shares which had no CUSIP number were never traded in a public market. The Croff Oil common shares, are not intended to be traded outside the company. The New Croff Oil Company shares will not have a CUSIP number and will be redeemed only by the company.

As a result, the company does not intend to file for registration for any of the unregisteredsecurities being issued by Croff exchange sharesOil under the 33' Act or to a U.S. citizen,


Croff is informedregister the company under the 34' Act, and the securities will be relying upon the fact that such shareholder will be a “Accredited Investors” exempt from registrationissued as such term is defined under federal and stateunregistered restricted securities law and regulations. Croff will employ the appropriate subscription, compliance documents and stock legends to insure compliance with the above claimed exemptions from registration for the Croff restricted exchange shares.

General Description of Malls

Following is a general description of each mall by location, date of construction, size and revenues. The Chinese currency, RMB, also know as Yuan, is shown in US dollars on the ratio of 1:8 where 8 RMB equals one US dollar. The malls are listed in the order in which they were built. The annual revenue per square meter ranges from approximately 42 to 89 dollars per square meter. The difference in revenue is primarily due to lower value leases, due to tenants with lower margins and goods requiring more floor area per dollar of sales so that lease rates are lower in some malls. As leases expire, rates are increased to current market rates. Lease income constitutes approximately 55% of the annual revenue and management fees, collected monthly, constitutes approximately 45%. The occupancy rate on the six existing malls is currently near 100%, with a waiting list for vacant space.

• Mall 1- Taiyuan Clothing City

Located at Chaoyang St., Taiyuan Dongcheng, Shanxi Province, PRC. Built in 1992, it has seven floors and 51,940 square meters of retail space and houses the offices of TRBT. It currently has approximately 1,600 tenants. Annual lease revenues earned in 2006 by TRBT were approximately 14,836,485 RMB or $1,854,561 US dollars.

• Mall 2- Jinpin Clothing City

Located at West Chaoyang St., Taiyuan Dongcheng, Shanxi Province, PRC. Built in 1993, it has seven floors and 29,640 square meters of retail space. It currently has approximately 500 tenants, annual lease revenues earned in 2006 paid by TRBT of approximately 21,166,415 RMB or $2,645,802 US dollars.

•Mall 3-Longma Shopping Mall

Located at Chaoyang St., Taiyuan Dongcheng, Shanxi Province, PRC. Built in 1993, it has five floors and 17,000 square meters with woolen and winter goods in 12,000 square meters of retail space. Therestandard restrictive legend. Restricted securities are approximately 260 tenants. Annual lease revenues earned in 2006 by TRBT were approximately 4,046,660 RMB or $505,850 US dollars.


•Mall 4-Yudu Minpin Shopping Mall

A five story mall located at West Chaoyang St., Taiyuan Dongcheng, Shanxi Province, PRC. Built in 1996 with total are of 12,000 square meters, but 9,000 square meters of leaseable retail space. It currently has approximately 500 tenants. Yearly lease revenues earned to TRBT by 2006 were approximately 3,332,543 RMB or $416,568 US dollars.

• Mall 5- Xindongcheng Clothing Distribution Mall

Located at Hao Zhuang St., Taiyuan Dongcheng, Shanxi Province, PRC. Built in 2004, it has five floors and 48,000 square meters of retail space. It currently has approximately 800 tenants. Annual lease revenue earned in 2006 by TRBT were approximately 15,996,210 RMB or $1,999,526 US dollars.

• Mall 6- New Xicheng

Located at Chaoyang St., Taiyuan Dongcheng, Shanxi Province, PRC. Built in 2006, it has six floors and 43,000 square meters of retail space. It currently has approximately 400 tenants. Annual lease revenues earned for the next twelve months beginning the second half of 2006 were approximately 16,377,072 RMB or $2,047,134 US dollars.


Capitalization of Croff after Closing

The capitalization of Croff and issued shares immediately after the closing has been narratively described abovemore fully discussed under the general descriptionapplicable risk factor section of the transaction, but is set out graphically in the following table:

Name of TRBT Shareholder Capital Paid In 
Currency to
TRBT. 		Percent of
Current
Registered
TRBT
Capital		Number of
Croff Common
to be Issued
(shown as a %
of total Croff
common after
closing –
1 12,049,642
1. Mandarin Century Holdings Ltd., BVI 
Owned 100% by An, Aizhong 
RMB 1,280,000 
80%
54.3%
6,542,630
2. Master Power Holdings Coup Ltd.,BVI 
Owned 100% by Chen, Feng
0 		0%
5.92 %
713,302
3. Accord Success Ltd., BVI 
Owned 100% by Wang, Tao
0 		0%
8.88%
1,069,954
4. Investing in Industry, Inc. 
0 		0%.98%
90,079
5. Fresno Consulting, Inc. 0 0%1.97%
265,366
6. WB Capital Group, Inc. 0 0%3.9%
469,912
7. Kind Achieve Group Ltd., BVI 0 0%.74%
89,161
8. All Possible Group Ltd., BVI 0 0%7.9%
951,873
9. Grand Opus Co. Ltd., BVI 0 0%7.9%
951,873

TOTALS 
RMB 1,280,000 
80%		92.49%
11,144,150
  Croff Principals and Public Shareholders 
0 
0%		7.51%
905,492
TOTALS RMB 1,280,000 80%100%
12,049,642

____________________
1this proxy. The percentages have been adjusted and the actual shares to be issued also had to be adjusted pro rata to balance since the percentages are rounded to the nearest 1/100ths.

Description of Croff Properties to be SoldTransferred


The specific preferred B“B” oil and gas assets to be transferred to a new subsidiary of Croff and then exchanged for 67.2% of the preferred “B” shares from the principal shareholders or sold for $600,000 cash andOil with assumption of all oil and gas liabilities, as to the remaining 32.8%, isare set-out in detail in Schedule C“A” to the exchange agreement, in a general sense in the glossary, or as follows.Plan of corporate division.  These oil and gas properties consist primarily of non-operated oil and gas and working and royalty interest primarily located in Utah, with additional interest in the states of Alabama, Montana, Wyoming, Oklahoma, North Dakota, Michigan, New Mexico and Texas, along with affiliated bank accounts, receivables, payables, and all liabilities, except Croff tax liabilities, including andany plugging and abandoning costs. A more complete description of these oil and gas assets, including revenues and reserves, are set-out in Croff’s 10-K10-K/A for the reporting period ending December 31, 2006 as incorporated by this reference, and the Schedule “C”, identified above,Exhibit “A” to the exchange agreement.

this proxy.


In July 2006, the company sold directly to unrelated parties its principal oil and gas leases in DeWitt County, Texas.  The DeWitt County, Texas oil and gas assets belonged to the common stock account. Please review the Croff 10-K in the Annual Report for 2006 for a more complete discussion of the common stock assets in Dewitt County, Texas. The common stock account was unable to sell and had to retain two non-operated natural gas wells, and some tubing in Dewitt County at a book value of $82,873. The principalboard agreed to transfer these assets to the preferred “B” shareholders, who have agreed to acquire these miscellaneous oil and gas assets at the company’s cost, as well as assuming all plugging and other liabilities, if the company does not sell them at a higher price before closing. The exchange agreement requires all oil and gas assets and liabilities to be sold before closing.

Description of the TRBT Business

Following the acquisition of TRBT, Croff’s most significant asset will be the shopping malls in Taiyuan, China. After closing, Croff intends to relocate its offices in the United States, to the Los Angeles area in California. The current offices in Denver will be closed.

The following is a brief description of the business and values of the businesses to be operated by Croff after this acquisition.

The city of Taiyuan is the capital of Shanxi Province, located in the Northwest China industrial area, approximately 400 kilometers west by southwest of Beijing. It is a region of heavy industry, producing coal steel, machinery, and other heavy industrial goods. Taiyuan is the major commercial city with a metropolitan population of approximately 3 million people. The City is built along the river Fen He and the shopping malls are in the retail shopping district in the Southeast section of the City. The original mall constructed was the Taiyuan Clothing City, which was developed beginning in 1992, by the Chairman and Founder of the company, Mr. Aizhong An. This first shopping mall was built on the grounds of a former farmer’s cooperative located within the expanding boundaries of the city. The mall was built on the Asian model of a marketplace with many


small tenants on multiple floors, leasing stores or spaces within the mall. Articles sold ranged from dry goods to finished clothing to consumer products. The Taiyuan Clothing City Mall has approximately 52,000 square meters on seven floors.

Following the success of the first mall, two more were built in 1993 within this same three block area. The Jinpin Clothing City Mall was built in 1993 with 29,640 square meters of retail space. The Longma Shopping Mall with 17,000 square meters of space, was also constructed in 1993, and along with the Jinpin Clothing City Mall approximately doubled the total mall space to over 100,000 square meters of retail and wholesale space in three malls. The malls were financed by pre-selling to tenants, and/or outside investors, leases on space within the malls. The money from these pre-sold leases, along with other short term loans, were utilized to finance the construction of the buildings. The buildings are of poured concrete and cinderblock construction with a tile or stucco finish and tile roofs. In 1996, the Yudu Minpin Shopping Mall was added to the previous three malls. It was a smaller mall with 14,000 square meters of retail space, located on West Chaoyang Street near the Jinpin Clothing City Mall. In 2004, the Xindongcheng Clothing Distribution Mall, with larger spaces for wholesalers, was completed with 48,000 square meters of retail space. This larger mall was constructed using the same plan of tenant financing used in the earlier malls. In 2006, the sixth mall, the New Xicheng Mall located approximately two blocks on the opposite side of Chaoyang Street was built. It is six floors high with 43,000 square meters of retail space. The official opening for this mall will be conducted in early 2007, although it is currently occupied and operating.

Per the People’s Republic of China’s governmental regulations, the Chinese government owns all land. The company has recognized the approximately $9.8 million paid for the acquisition of rights to use land as an intangible asset which it is amortizing over a period of forty years. Because there is no assured continuing ownership from the state, a risk factor exists that the government could refuse to renew or recall the ground license with the result that the central government may obtain partial or complete control of the malls, with or without compensation. Croff, despite reasonable due diligence, is now convinced the license is not based upon a written instrument and there is no title recording process. The mall structures,per se., are evidenced by a certificate of ownership from the regional provincial government, but no property recording system is employed.

The company covers its current expenses based on management fees to cover management, janitorial, security, and utilities, which is charged on a monthly basis throughout the term of the lease. This revenue is shown in the financial statements as “other revenue.” Other revenue is primarily made up of these management and service fees. The prepaid lease income is primarily used to finance expansion by building additional malls. The buildings are built on a former cooperative, whose members retain a 23.9 percent ownership, which is shown as a minority ownership on TRBT’s financial








38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULT OF OPERATIONS


Croff Enterprises, Inc. 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.  Assuming this acquisition closes, the company’s past oil and gas accounting practices will have little relevance on the future real estate business of the company. 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. Historically, oil and natural gas prices have experienced significant fluctuations and have been particularly volatile in recent years.



CROFF FINANCIAL ANALYSIS

Liquidity and Capital Resources


At SeptemberJune 30, 2006,2007, the companyCompany had assets of $1,873,085$1,924,495 and current assets totaled $1,150,415$1,170,118 compared to current liabilities of $204,261. The company’s current assets are the combinations of cash and cash equivalents and accounts receivable and the company’s current liabilities are a combination of accounts payable, asset recovery liability and accrued liabilities such as provision for income taxes.$49,420.  Working capital at SeptemberJune 30, 20062007 totaled $946,154,$1,120,698 an increase of 51%13% compared to $625,862$995,498 at December 31, 2005.2006.  The companyCompany had a current ratio at SeptemberJune 30, 20062007 of approximately 5:24:1. During the ninesix month period ended SeptemberJune 30, 2006,2007, net cash provided by operations totaled $316,439,$88,045, as compared to $274,620$127,072 for the same period in 2005.2006. This increasedecrease was primarily due to the gainreduction of current liabilities in 2007.  The Company’s cash flow from operations is highly dependent on sale of the Panther Pipelineoil and the Edwards Dixel Gips lease in Dewitt County, Texas in 2006, and the write-off of a portion of the Dewitt County assets in 2005.natural gas prices.  The cost basis for the Panther pipeline was $40,000 and the cost basis in the Edwards Dixel Gips lease was $102,459, for a total of $142,459. The proceeds from the sale were $255,000 yielding a gross gain for this transaction of $112,543. The companyCompany had no short-term or long-term debt outstanding at SeptemberJune 30, 2006. In December, 2005, the company purchased 16,156 shares of its common stock at a cost of $24,643, which is included2007.

Capital expenditures in the treasury at September 30, 2006.


If the company completes this acquisition, the future cash flow will bear no relationship to current usessecond quarter included $22,845 paid for completion of the company’s liquidity. 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 not be undertaken.


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The companyCompany 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, inif 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 event the acquisition does not occur. The use of cash, in the event of the completion of the TRBT acquisition, is set out herein.

Company.


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.Company.  Overall, it is management’s belief that inflation is generally favorable to the companyCompany since it does not have significant operating expenses.


Results of Operations


Three monthsThe year ended September 30,December 31, 2006 compared to Three monthsyear ended September 30,December 31, 2005.


The company had net income for the third quarter of 2006 which totaled $154,153$373,015 compared to net income of $111,763$289,887 for the same period in 2005.  This increase in income in 2006 was primarily due to the gain on the sale of the leases in Dewitt County, Texas.


Revenues for the third quarter of 2006 totaled $368,380,$1,005,274, a significant increase from revenuerevenues in the third quarter of 2005 of $254,347$968,085 primarily because of the gain from the sale of the Edward Dixel Grips lease in Dewitt County. Oil and natural gas sales for the third quarter ofin 2006 totaled $231,180,$842,400, a 6.5%10% decrease from $247,288$934,525 in the same period in 2005. A decrease in oil prices and natural gas prices were the factors causing this decrease in oil and natural gas sales compared to the same period in 2005. Interest income rose from $7,059,$12,057, which was categorized under other income in the third quarter of 2005 to $24,657,$49,671, which is categorized under interest income in the third quarter of 2006. The interest income increased because there was an increase in deposits and interest rates, and from the settlement of theParry v. Amoco Productioncase. The interest income attributable to the bank deposits is $10,804$35,818 and the interest income received from the settlement totaled $13,853 yielding a combined total of $24,657.$49,671.


For the third quarter of 2006, lease operating expenses, which include all production related taxes, totaled $73,394$205,371 compared to $42,253$272,129 incurred for the same period in 2005.  In the third quarter of 2006, the company participated in additional well workovers resulting in higher lease operating costs compareddid not have any expenditure on the Yorktown drilling program which decreased expenditures from 2005 to the same period in 2005 in which the company had less workovers and remedial work.2006.  Estimated depreciation and depletion expense for the third quarter of 2006 were unchanged from the third quarter of$48,500 compare to 2005 at $12,000.

$45,000.


General and administrative expense, including overhead expense paid to a related party, for the third quarter of 2006, totaled $55,366$262,520 compared to $47,001$215,766 for the same period in 2005. The increase in the general and administrative expense and overhead is due to an increase in legal, accounting and other expenses related to the Exchange Agreementplan and annual report printing fees. Accretion expense for the Asset Retirement accrual was $7,640$10,187 in the third quarter of 2005 compared to $1,467 in the same period$5,868 in 2006. The reason for this decrease is the company established an accretion expense account in the third quarter of 2005, and accrued a higher amount to establish the reserve. The amount reflected in the third quarter of $1,467 is the average quarterly amount of the accretion expense.


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Provision for income taxes for the third quarter of 2006 totaled $72,000$110,000 compared to $29,690 from the same period$82,478 in 2005.  This increase is primarily attributable to an increase in net income for the quarter, which also results in a higher tax bracket.

year.


Nine Months ended September 30, 2006One Year Ended December 31, 2005 compared to year ended December 31, 2004.

Revenues for 2005 totaled $968,085, an increase of 68% from $576,162 in 2004. Net income for 2005 totaled $289,887 compared to $142,116 for 2004. The increase in revenue was due almost entirely to major increases in oil and natural gas prices. Production was relatively constant and reserves increased by about the Nine months ended Septembersame amount as the amount produced. . Other income, which is composed primarily of interest and dividend income as well as lease bonus payments, and sale of equipment increased approximately 440% during 2005 to $33,560 from $6,196 in 2004.
Lease operating expenses for 2005, which includes all production related taxes, totaled $272,129 compared to $192,187 for 2004. This was due to three major increases in expenses. Production related taxes rose to approximately $67,000 due to higher prices. Increased workover expenses were incurred as prices increased work on marginal wells. The Company also had a full year of production from working interest in wells such as the State Forest in Michigan, which run higher lease operating expenses.
Lease operating expenses for 2005, which includes all production related taxes, totaled $272,129 compared to $192,187 for 2004. This was due to three major increases in expenses. Production related taxes rose to approximately $67,000 due to higher prices. Increased workover expenses were incurred as prices increased work on marginal wells. The Company also had a full year of production from working interest in wells such as the State Forest in Michigan, which run higher lease operating expenses
General and administrative expense, including rent for 2005, totaled $215,766 which was $55,609 higher than in 2004, when general and administrative expense totaled $160,157. This increase was due to higher fees for accounting, legal, and similar costs incurred in pursuing the strategic alternatives for the Company and increased compliance costs.
Six Months Ended June 30, 2005.2007 Compared with Six Months Ending June 30, 2006.

Revenues for the ninesix months ended SeptemberJune 30, 2006,2007 totaled $ 817,365, a 25% increase from the447,309 essentially equal with revenues of $652,943$448,985 at SeptemberJune 30, 2005. The increase is primarily due to the gain on the sale of the Edward Dixel Gips lease in Dewitt County, Texas. Revenue also increased from the settlement of theParry v. Amoco Productioncase, in which the company received disputed past natural gas revenue plus accrued interest. The amount of the settlement was $20,963 for the natural gas revenue and $13,852 for the interest that was due, yielding a combined total of $34,606. The interest income for the nine months ending September 30, 2006 is attributable to bank deposits is $10,804, and interest income received from the settlement totaled $13,853, yielding a combined total of $24,657. Other income in the nine months ending September 30, 2005 was $25,669, which includes sale of equipment, lease bonuses, and interest income of $7,060.

2006. Net income for the ninesix months ended SeptemberJune 30, 2007 and 2006 totaled $291,276,$119,818 and for September 30, 2005, totaled $197,271.$136,123 respectively. This increasedecrease in the net income was primarily due to the gain on the sale of the Edward Dixel Gips lease in Dewitt County, Texas, and the settlement amount described in the previous paragraph. Othera higher provision for income in the quarter ending September 30, 2005 included interest income which was listed separately in 2006. Lease bonuses were listed in other income in 2005 and in oil & gas income in 2006.

taxes.

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Oil and gas sales for the ninesix months ended SeptemberJune 30, 2006,2007 totaled $666,286$422,121 a 6% increase3% decrease from the $627,274$435,106 for the same period in 2005. The increase2006. This slight decrease in oil and gas sales in 20062007 compared to 20052006 is primarily attributed to a slightly larger number of producing assetsdecrease in 2006.

natural gas prices.


Lease operation expense which includes all production related taxes for the ninesix months ended SeptemberJune 30, 20062007 totaled $196,552, a 6% decrease$138,423 an 11% increase from $209,016$123,158 in 2005. Lease operating expenses decreased slightly because of the sale of leases which contributed2006. This increase was primarily due to expenseshigher oilfield service costs in the third quarter of 2006. 2007.

Depletion and depreciation expense for the ninesix months ended SeptemberJune 30, 20062007 totaled $36,500 compared to $33,000$25,000 from the sum of $24,500 incurred for the same period in the nine months ending on September 30, 2005.2006. This increase was due to the small increase in producing assets in 2006. Accretion expense for the Asset Retirement accrual was $7,640 in the third quarter of 2005 compared to $4,401 in the same period. This decrease occurred because in 2005 the company established the asset retirement accruals and expensed the additional amount that needed to be expensed.

2007.


General and administrative expenses, including overhead expense paid to related party, for the ninesix months ended SeptemberJune 30, 20062007 totaled $178,636$108,841 compared to $141,476$123,270 for the same period in 2005.2006. 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 increasedecrease in general and administrative and overhead expenses is primarily attributed to the coststiming of the audit increasing, printing and other costs paid to related third parties, and the higher professional fees of the company. Part of the increase in legal and accounting costs must be attributed to exploring strategic alternative proposals and in completing the due diligence related to the review of the proposal resulting in the Exchange Agreement.cancelled TRBT acquisition.  The companyCompany has also incurred additional costs during both 2006 associatedand 2007 with compliance with the Sarbanes-Oxley Act of 2002.

respect to strategic planning.


Provision for income taxes for the ninesix months ending SeptemberJune 30, 20062007 totaled $110,000$52,000 compared to $45,540$39,000 from the same period in 2005. This increase is due to expected higher income in 2006 which will cause the company to pay higher income taxes.

TRBT FINANCIAL STATEMENTS

Liquidity and Capital Resources

At September 30, 2006, TRBT had assets of $79,304,910 and current assets totaled $10,604,547 compared to current liabilities of $20,738,777. TRBT’s current assets are the combinations of cash and cash equivalents and loans to employees and others. TRBT’s current liabilities are a combination of accounts payable, taxes payable, deferred income, and short-term loans. TRBT’s current liabilities include $12,092,521 in deferred income. This money was received in the form of pre-paid rents, which was then used to build real estate assets, but will be replaced as income only for the portion for the current year of the multi year lease. Working capital at September 30, 2006 totaled $1,726,817, an increase of 54% compared to $1,118,384 at September 30, 2005. The company had a current ratio at September 30, 2006 of approximately 1:2. During the nine month period ended September 30, 2006, net cash provided by operations totaled $4,749,102, as compared to $(205,529) for the same period in 2005. This increase was due to increased revenue and a smaller increase in expenditures.


TRBT’s balance sheet reflects its major liabilities are due to prepaid leases which fund construction of additional malls. This reflects the practice of financing the shopping malls through the use of prepaid tenant leases. Normally, in the United States, a long term mortgage would be utilized, which would increase the cash flow and decrease the liability of deferred income as shown on the TRBT balance sheet. Deferred income, current, is $12,092,521 and long term deferred income is $22,896,756, for a total of approximately $35,000,000. This $35,000,000 in deferred income will remain a liability and increase or decrease based on the amount of prepaid leases and the length of the terms of each lease. The company has current liabilities which are twice the size of the current assets, primarily due to deferred income, but this liability is paid by providing retail space in the future, not a cash payment.

The company’s liquidity is also subject to numerous loans made and received. The company has made numerous loans to affiliates and others, which would be unusual for a US company and are prohibited under certain regulatory laws of the United States for a public company, if these loans were made to officers, directors, insiders, or affiliated persons. Any future loans to directors, insiders, or affiliates are prohibited under U.S. law. With respect to past loans, the company has created an allowance for uncollectible loans in the amount $5,184,964 as of September 30, 2006. Of this amount, approximately $3.1 million has been written off as a bad debt expense. This item is notable, especially in that currently liabilities exceed current assets by a 2:1 basis, including the deferred income.

It should also be noted that the company, which would operate as a public company in the United States following the closing, would incur substantial additional costs. These costs would include maintaining an office in Los Angeles, California, personnel in the United States, and increased costs in legal, accounting, auditing and compliance costs, which the company has not incurred in the past. In addition, the ability of the TRBT management to continue to grow the company utilizing the financing methods of the past may be limited solely to the market in Taiyuan, China, and may not be applicable in other locations.

The company’s short term plans for ongoing developments and acquisitions is to continue to rely upon prepaid leases as the primary means to finance potential malls or related commercial leases. Subsequent to completion of the acquisition and continued operations as a U.S. company, Croff may explore conventional equity or debt financing to fund future acquisitions. No assurance is made or implied that the company can realize future funding for acquisitions or expansion of its present activities.


Results of Operations

Three months ended September 30, 2006 compared to Three months ended September 30, 2005.

TRBT did not have comparable figures for the Three months ended September 30, 2005. Please refer to the Nine Months ended September 30, 2006, below.

Nine Months ended September 30, 2006 compared to the Nine months ended September 30, 2005.

Revenues for the nine months ending September 30, 2006 totaled $12,962,500, a significant increase from revenue in the nine months ending September 30, 2005, which totaled $6,301,611. The increase was due to booking revenues for the new sixth Mall for which multiyear leasing was done in 2006. A lesser reason was the re-leasing of expiring leases at the other malls at higher market rates.

The company had net income for the nine months ending September 30, 2006, which totaled $3,405,894 compared to net income of $1,271,873 for the same period in 2005. This increase in income in 2006 was primarily due to more rents from spaces in the new mall, and releasing expired leases at higher market rates, and an increase in management fees.

For the nine months ending September 30, 2006, operating expenses, including bad debt and depreciation and amortization expense, and general and administrative expenses totaled $6,111,152 compared to $4,127,689 incurred for the same period in 2005. The increase in overhead was due primarily to increased maintenance staff and outside contractors to provide tenant improvements. The increase in general and administrative expenses was due to higher professional and advisor fees costs incurred as a result of this Acquisition by Croff.

Provision for income taxes for the nine months ending September 30, 2006 totaled $2,183,816 compared to $721,952 for the same period in 2005. This increase is primarily attributable to more net income, as well as adjustmentsthe expiration of offsetting tax loss carry forwards in 2007 and being in a higher tax bracket.



TAX CONSIDERATIONS

The individual or corporate shareholder is advised to contact their own tax counsel with the taxing authorities.

One Year ended December 31, 2005 comparedrespect to the One year ended December 31, 2004.

Revenues fortax considerations of this transaction.  Each person’s tax considerations are different and the one year ending December 31, 2005 totaled $13,148,871, an increase from $11,819,101 for the year ending December 31, 2004. This increase was duefollowing is provided solely to an approximate 10% increase in rental revenue, and an approximate 15% increase in other revenue, primarily management fees.

The company had net income for the year ending December 31, 2005, which totaled $3,264,406 compared to net income of $2,969,521 in the year ended December 31, 2004. This approximate 10% increase in net income was due to increased revenue in the year ending December 31, 2005 and a reduction in interest expense


of approximately $500,000. It should be noted that the net income for the year ended December 31, 2004 did not include a deduction for minority interest as TRBT was not consolidated in that year, but was consolidated in the year ending December 31, 2005, with a minority interest deduction of $1,025,221.

Operating expenses for the year ended December 31, 2005 were $6,448,065 compared to operating expenses of $6,082,022 for the year ended December 31, 2004. Operating expenses for interest decreased significantly from 2004 to 2005, while otherprovide general and administrative expenses, including bad debt and depreciation and amortization increased. The end result was an approximate 10% increase in operating expenses.

Provision for income taxes for the year ended December 31, 2005 total $1,824,482. Provision for income taxes in the year ended December 31, 2004, were $1,283,132. This increase of approximately 50% was due to the higher net income in the year ended December 31, 2005, which also included taxesinformation on the minority interest in 2005, with the minority interest being deducted after the calculation for income taxes.

COMBINED CROFF/TRBT PRO-FORMA FINANCIAL STATEMENTS

Liquidity and Capital Resources

Based upon the combined balance sheet statements (refer to Schedule F-1), asbackground of September 30, 2006, the combined pro-forma company had current assets totaling $11,154,547 and current liabilities totaling $20,778,777. The company had a current ratio at September 30, 2006 of approximately 1:2. The company’s current assets are a combination of cash and cash equivalents, advances to suppliers, short-term loans, and prepaid expenses. The company’s current liabilities are a combination of accounts payable, accrued expenses, short-term loans payable, and deferred income. The largest component is $12,092,520 in deferred income. The combined balance sheet reflects the removal of the assets and liabilities pledged to Croff’s Preferred B shares. There was a pro-forma adjustment of $(468,560) in cash and ($131,855) in receivables, which decreases the current assets total from $11,754,962 to $11,154,547. Total long-term debt decreased slightly from $39,800,038 to $39,797,536. The selling of Croff’s oil and gas assets is also reflected in a decrease in property, plant, and equipment, which the adjustment in the amount of ($722,670), resulted in a drop in property, plant, and equipment from $43,917,172 to $43,194,502. Retained earnings decreased from $13,228,236 to $12,132,640, primarily due to the 20% of TRBT ownership not being acquired by Croff and the previous discussed adjustments.

Pro-Forma Statements of Incomethis transaction.

The Pro-Forma Statements of Income for the pro-forma combined company, for the nine months ended September 30, 2006, reflect the deduction of the oil and gas assets and the deduction of the 20% of TRBT not


being acquired by Croff. These pro-forma adjustments for the nine months ending September 30, 2006, reflect the loss of oil and natural gas revenue of $666,286 and the reduction of expenses of $342,089 resulting in a combined net income before the pro-forma combination of $3,365,682 and after the pro-forma adjustments (primarily reflecting the transfer of the oil and gas assets) of $3,025,226. Based on 12,049,642 shares outstanding, this results in a pro-forma increase in net revenue per share from the $.15 reported by Croff, to $.22 for the nine months pro-forma for the period ending September 30, 2006.

For the year end period ending December 31, 2005, the adjustments to the pro-forma income are essentially the same, resulting in pro-forma income decreasing from $3,193,702 combined to $2,839,135 after pro-forma adjustments. Based on 12,049,642 shares outstanding this results in a pro-forma increase in net revenue per share from the $(.05) loss reported by Croff to a $.21 gain for the pro-forma for the year ending December 31, 2005.

Financial Statements and Consolidated Pro-Forma Financial Data for the Companies

Please see attached Schedule F-1 for an index of these financial attachments.

TAX CONSIDERATIONS

With respect to Croff Enterprises, Inc., the Corporation expects that the assignment of its oil and gas assets into a new subsidiary company entitled “Croff Oil Company,” initially owned 100% by Croff Enterprises, Inc., will not be a taxable event for federal or state income tax purposes. Subsequently, the exchange of 67.2% of the common shares of Croff Oil Company for 67.2% of all outstanding Preferred B shares held by the Croff principals is also expected to be a tax free exchange of shares in which the basis of the company in the Preferred B shares will be the same as its basis in the new Croff Oil Company shares. The Croff principals will be deemed to transfer their cost basis in the Preferred B shares delivered to the corporation for the Croff Oil Company common shares.

Tax Consequences to Preferred “B” Shareholders.


The issuance of the twoone new common shares willin Croff Oil for each Croff preferred “B” share cancelled, should be a tax free exchange of shares and the receipt of the twoCroff Oil Company common shares willshould not trigger any tax consequence to the Preferred “B” shareholder. The Preferred B“B” shares were initially distributed for no additional consideration on athe basis of one Preferred “B” share issued for each common share held to each common shareholder in 1996. TheIt is anticipated the cost basis in each Preferred “B” share wasfor most shareholders would be zero, but or a percentage of the original cost basis in each common share could be allocated to the Preferred “B” share. For example, if allocated equally, a $3 basis in the common share at the time of distribution in 1996 could be allocated $1.50 to the common share and $1.50 to the Preferred “B” share.  This same $3 basis inOnly shareholders exercising dissenting shareholder rights under Utah law would have tax consequences.  They would owe tax on the original common share, would now equal the holder’s cost basis in three common shares, the original common share, and the two new common sharesamount of cash received for each share over the Preferred “B” share. Ifamount of basis of the shareholder acquired the Preferred B shares subsequent to

in that share.

1996, for example, at $2 per Preferred B share, then the receipt of two common shares for the Preferred B share with a cost basis of $2 would yield a cost basis of $1 per share for each of the new common shares received.

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There are manymay be other potential tax consequences, based upon the individual taxpayer status and tax bracket of the Preferred “B” shareholder.  For example, whether the shareholder is a non-resident or a partnership, domestic or a foreign corporation, whether the shares were acquired from an estate or through a gift. This discussion does not include any individual shareholder’s tax situation, but is intended to provide general tax guidance to theany Preferred B“B” shareholder of his basis in receiving new common shares.

In all events, shareholders should contact their individual tax advisor to determine their actual tax results.

Tax Consequence to the Common Shareholders


The insuranceissuance of new restricted common shares to TRBT willin Croff Oil and cancellation of the preferred “B” shares should not result in any tax consequences to the existing common shareholders.


Tax Consequences to Croff


With respect to Croff Enterprises, Inc., the Corporation expects that the assignment of its oil and gas assets into a new subsidiary company entitled “Croff Oil Company,” initially owned 100% by Croff Enterprises, Inc.Company”, will not be a taxable eventin exchange for federal or state income tax purposes. Subsequently, the exchange of 67.2% ofdistributing the common shares of Croff Oil Company for 67.2% of all outstanding Preferred B shares held by the Croff principals is also expectedreceived to its preferred “B” shareholders will be a tax free exchange of shares in which the basis of the company in the Preferred B shares will be the same as its basis in the new Croff Oil Company shares. The Croff principals will be deemed to transfer their cost basis in the Preferred B shares delivered to the corporation for the Croff Oil Company common shares.

Croff’s exchange of its final 32.8% of the stock of the new Croff Subsidiary for $600,000 is expected to be a taxable event. The company has been advised that this would be a sale of common stock with a carry over cost basis. It would be subject to federal and state corporate taxes for the amount of the gain. The gain is the value received over and above the book value basis of the company in those assets. Consequently, the company expects to pay corporate income tax on the sale of these long term assets. The gain is anticipated to be the difference between its carry over basis in the 32.8% of the Croff Oil Company oil and gas assets and the $600,000 plus assumption of liabilities received. This tax liability will be a remaining tax liability to the company due for the year of closing expected to be 2007.

exchange.


The tax discussion set forth above is a greatly abbreviated, generalized discussion of the anticipated applicable federal and state income tax consequences, and may not apply to all common or Preferred B“B” shares acquired under different circumstances or under different facts. No information is provided herein as to the contemplated state, local, or foreign tax consequences for individual shareholders in the transactions


contemplated in this Proxy. Shareholders are urged to consult their own tax advisers to determine the particular federal, state, local, and foreign tax consequences to them if the proposed transaction is approved.



AUDITORS


The independent outside accountant conducting the current audit for Croff Enterprises, Inc. is Ronald Chadwick, of 2851 South Parker Road, Ste 720, Aurora, Colorado  80014, (303)306-1967. Ronald Chadwick was appointed the independent outside auditor for the company for the calendar year 2006 by the Board of Directors on recommendation by the audit committee, and ratified at the December 2006 shareholders’ meeting. Mr. Chadwick has reviewed each of the quarterly filings of Croff Enterprises, Inc. in 2006 and will conductconducted the audit of the year ending December 31, 2006, and the quarter reviews in 2007.  The current appointment for which ratification is sought, would be the audit for the 10-K to be filed on or before March 31, 2007, for the calendar year 2006.

2007.


Prior to 2006, the independent outside accountants conducting the audits for Croff Enterprises, Inc, for a period in excess of ten years, was the firm of Causey, Demgen & Moore, of 1801 California Street, Suite 4650, Denver, CO  80202, (303) 296-2229. There were no disputes between the company and Causey, Demgen & Moore, during their engagement. Causey, Demgen & Moore, declined to stand for reappointment due to restrictions imposed by section 208(a) of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission that prohibit partners on the audit engagement team from providing audit services to the issuer for more than five (5) consecutive years and from returning to audit services with the same issuer within five years.

TRBT has engaged Kabani & Company, Inc. CPA’s of 6033 W. Century Blvd., Suite 810, Los Angeles, California 90045, (310) 694-3590, to conduct audits for the predecessor of TRBT for the year 2004, to conduct an audit of TRBT for the year 2005 and to review the interim financial statements of TRBT through September 30, 2006. Kabani & Company, Inc. has completed this work which is filed in Schedule F-1 attached to this proxy.

It is not known if the Audit Committee of the new Board of Directors will recommend to the newly elected Board of Directors of Croff that Kabani & Company, Inc., be retained as auditor for the company during 2007. Current management has no assurance as to the make up of the new audit committee or what their recommendation to the new Board of Directors will be.


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RISK FACTORS


1.           New Management to be Appointed and Control Position.

     Any shareholder investing


Shareholders and Croff should not recognize any change in their relative sharehold position or remainingthe management of the company.  The only significant change will be that there will be no further preferred “B” shares in Croff and that all issued and outstanding shares will be common with full voting rights in the new Croff Oil Company.  Mr. Gerald L. Jensen in connection with his brother, Mr. Julian D. Jensen, and other member of the board will continue to hold a slight majority of the common shares issued and outstanding within Croff during the going forward period  as a shareholder inshell corporation seeking various merger or acquisition opportunity.  In Croff Oil Company, Mr. Gerald L. Jensen and affiliated business entities will hold a preponderate majority of 67% of the company as reorganizedissued and outstanding common shares and will be acquiring an interest in acontrol both the direction and managment for that company with a new management team with which they have not had any prior relationship and which are not being elected by the public shareholders. It must be understood that the new management for the


company, including directors foreseeable future.  Each shareholder must independently recognize and principal officers, are essentially being appointed from the TRBT management asassess risk factors inherent in having a result of the Share Exchange transaction. Moreover, the principalminority position in either a private or public company.  Essentially, minority shareholders of the prior TRBT will become the principal shareholders in the reorganized company and willusually not be in a position to affect any change in direction of the business of the company or to block any proposed merger or acquisition or alter any business purpose due to their minority status.  These should be considered risk factors of continuing on as a shareholder in one or both entities.  As previously noted, the initial managment of Croff Oil will be same as the Croff Enterprises and all oil and gas activities will continue to be conducted in the same manner as presently conducted by Croff Enterprises.  For an anticipated interim period, the managment of Croff will be the same, though it is anticipated if the company is successful in any merger, acquisition or related type of reorganization, most likely a new and unknown management group will gain control of Croff through the issuance of new shares relative to such type of reorganization.  Again, it is highly unlikely that present common shareholders in Croff Enterprises will be able to exert or maintain any control position in the future.


2.                 “Shell” Corporation.

      A shell corporation is essentially a company that remains public, but does not have any defined business or purpose or business assets.  Being an investor in a shell corporation imposes certain significant risk to shareholders, such as an undetermined business future and difficulty in evaluating the worth of the company going forward.  Each public shareholder in Croff must understand and realize that the company will attempt to find a suitable merger or acquisition candidate to create an active business purpose and future for Croff as a public entity; however no assurance can be given that Croff would be successful in this regard.  If, in the interim period and certainly over a longer period, Croff does not successfully find a merger or acquisition participant, its assets will be wasted without incoming revenues to pay ongoing compliance cost of maintaining the company as a public company.  Eventually, if the company is not successful after a reasonable period of time in attempting to find a merger or acquisition candidate, it may no longer be able to maintain itself as a public company and would become a privately held company with shareholders losing any potential advantage of having shares that may be traded in a public market.  Moreover, there are certain disclosure and other limitations placed upon a shell company by the mere status of being a public shell company as generally discussed previously.  The Croff board does not believe that these limitations will have an immediate adverse impact on public shareholders, but could adversely impact their position and particular if merger or acquisition candidate is not found in the near future.

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      3.                 Sarbanes-Oxley Compliance – Particularly Section 404.

       The Sarbanes-Oxley Act (hereafter “SOX”) has placed significant financial and management cost and burdens upon small public companies, such as Croff.  In particular, the company is required to bear the costs and fees related to maintaining an independent audit committee at the present time.  Commencing with the calendar year starting 2008, the company would need to establish procedures for guaranteeing certain internal management and financial controls and procedures under Section 404 of SOX.  Management believes that complying with Section 404 of SOX will cost more than 50% of existing net income of the company.  This is one reason for dividing the company.  A public company with only liquid assets can comply at a substantially lower cost.  It is believed that this compliance will be complex and impose substantial new costs upon the company.  The company believes that it can comply with such requirements on a short-term interim basis if it has no producing cash and only liquid assets, but will need to find a suitable merger or acquisition candidate producing cash flows to be able to afford long-term compliance. If the company is not, after reasonable period of time able to find a suitable merger or acquisition candidate, it will most likely have to de-list as a public company and shareholders will lose the ability to have a potential free trading market for their shares or will be forced to trade on a more limited unofficial “pink sheet” basis.

      4.                 Nature of Business Entity.
      As previously discussed, the assets pledged to the preferred “B” shareholders will become the assets of Croff Oil Company.  It will be a private Utah corporation, in which shareholders will not be able to freely trade their restricted common shares.  Further, management will be substantially controlled by Mr. Gerald L. Jensen and affiliated entities holding a preponderate majority of the issued and outstanding common stock.  However, the minority shareholders will have voting rights and other minority shareholder rights as provided under Utah law.  It is further anticipated that this company will continue on with the operation or management of the existing oil and gas assets presently held and operated by Croff Enterprises and may be able to do so at a lower cost of operation, due to its nature as a private company.  However, there is no immediate commitment or expectation that dividends or other distributions can or will be paid.  Croff, as noted above, will continue to incur substantial risk factors by being a shell company by having very limited trading markets and by the substantial cost of compliance with SOX.  Finally, there can be no assurance or warranties that Croff will be successful in its anticipated efforts to find a suitable merger or acquisition candidate or as to the terms of such acquisition is successful.  All of the foregoing constitutes going forward risk for investors wishing to remain in the foreseeable future. Asentity as shareholders.




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            5.          Lack of Future Capital Commitments.

If Croff is not able to find a result, one shouldsuitable merger or acquisition candidate, it will be significantly pressed to maintain a status as a public company due to its minimal retained cash reserves and capitalization.  Further, there is no going forward assurance that Croff can or will attempt to raise additional capital or funding if it is not invest in this company with an anticipationsuccessful a finding a suitable merger or acquisition candidate.  Finally, as to Croff there is a risk that public shareholders willany merger or acquisition candidate may not have sufficient capital to ensure the success of the business going forward or be in a position to controlraise additional capital either by debt or even direct management through normal shareholder voting procedures.

2.    Business Conducted in People’s Republic of China.

Each Shareholder, or prospective shareholder in Croff, should consider the risk factor that the entire future business interest and properties of Croff will be conducted in the People’s Republic of China (PRC) and almost all of the material assets will be located in that foreign country. Each shareholder should understand, as specific risk factors, that the PRC has for most of the past 60 years been a communist country in which there was not allowed any substantial private ownership of property or private enterprise. At least nominally, China continues as a communist regime, while currently allowing certain forms of private ownership and enterprise. There is, however, a substantial potential risk factor that at any time the Chinese government could elect to eliminate or control private property ownership or private enterprise and appropriate all private properties and enterprises, with or without compensation. While management does not anticipate any of these actions, or it would not engage in this business transaction, state control or appropriation must be considered as potential risk factors by anybody electing to participate as a shareholder in Croff. Moreover, even under the present governmental policies in China, there is still not private ownership of real property and the malls which are being acquired operate under a long term license to use the real property upon which the shopping malls are located from the local and central government. Croff will not have independent ownership of the real property, nor can it claim the real property as an asset.

3.    Real Property License and Absence of Real Property Title.

As generally described above, Croff will have no direct ownership in the underlying real property upon which the malls are constructed other than the licenses or granted by the PRC to operate the malls on the applicable parcels of real property. These licenses are indefinite in duration, are not insurable, and are accepted upon the good faith of the PRC. There is no assurance of license renewal or that such license could not be modified or cancelled at any time. Further, the physical mall structures would most likely be deemed to remain appurtenant to the land and treated as part of the license. The mall structures while evidenced by a certificate of ownership from the regional government are not readily transferable and there exists no property “recording system.”

4.    Foreign Accounting Practices.

While all of the accounting materials to be presented to shareholders or prospective shareholders as part of the share exchange and acquisition are stated in accordance with Generally Accepted Accounting Principals (GAAP) and filed in accordance with regulations promulgated by the Securities and Exchange Commission


(SEC); each prospective investor should, nonetheless, realize, that for the Chinese based enterprises, the basic accounting, from which these figures were derived, were first compiled and reviewed in accordance with Chinese accounting principles and practices and then subsequently adapted to GAAP, and then audited by a U.S. based accounting firm. While the company believes that such numbers are generally reliable and are stated in accordance with U.S. accounting practices, there can be no absolute assurance that there may not be some issues in translation of foreign accounting practices or terms which create some risk factors of inaccuracy in translated or converted financial statements.

5.    Nature of Business Entity.

Each prospective or present shareholder in Croff should understand that the nature of the equity interest being acquired in TRBT is simply an undivided ownership interest in a Chinese business entity for which an exact equivalent does not exist under U.S. laws related to business organizations. The nature of the form of business under which the shopping malls are conducted and held in China is not exactly parallel to any known U.S. business entity. As a result, Croff will be acquiring as a subsidiary the defined majority equity interest (undivided ownership interest) in TRBT and its properties (the shopping malls). While Croff believes this should pose no operational problems or concern as to the ownership of TRBT, it does make description and presentation of the nature of the ownership and accounting more difficult than the acquisition of a known U.S. based business entity, such as a corporation or limited liability company held as a subsidiary. The form of business ownership in China, under which TRBT conducts its business, is more akin to a limited partnership form of business known in the U.S. with Mr. An as a sole general partner. In all events, Mr. Aizhong An, acts both as a sole manager and a director of the acquired business entity as well as its principal equity owner prior to the acquisition by Croff.

6.    Start-up Enterprises.

While the existing six malls, which are substantially owned by TRBT in the PRC, have operated for a period ranging from 14 years to 6 months, the nature of the business will be ongoing. Because it is anticipated that new malls may be added, the nature of the enterprise must be considered as a relatively new start-up business with all of the risk inherent in a company without substantial historical revenue history or operations.

7.    Foreign Laws and Courts.

In the future should a dispute arise between either the principal subsidiary, TRBT, and/or its management (currently controlled by Mr. Aizhong An) or with any third party, each Croff shareholder should realize that jurisdiction over some or potentially all of these disputes, ultimately, may have to be resolved in the foreign courts operated by the PRC and that any dispute may be subject to the application of foreign law. While Croff does not feel it has the expertise to opine upon or assert an opinion as to the equity or justice of such potential


foreign courts or jurisdictions, it is fair to state as a risk factor that the operation of those courts and the development of law in the PRC is substantially more limited in commercial settings and substantially different in both procedure and substantive law than the law which would ordinarily govern commercial disputes before courts located in the United States of America.

8.    Exchange Rates and Foreign Licenses and Taxes.

A collateral risk of remaining as a shareholder in Croff may arise from the fact that revenues generated in the PRC will be earned in the local Chinese currency and that there may exist in the future various risks of the valuation of revenues or income translated into U.S. Dollars based upon fluctuating and changing exchange rates between the United States Dollar and the Chinese Yuan, (RMB). For example, should the dollar increase in value against the Yuan such exchange rate may negatively impact profitability of the company and stock values. While the general application of taxes and license fees within the United States are generally predictable, if not the rates, it is possible in dealing with a foreign jurisdiction, such as the PRC, that additional but as yet unforeseen taxes, licensing fees or other costs of doing business, may be imposed in that foreign jurisdiction, particularly as it relates to foreign enterprises conducting business in the PRC through a Chinese subsidiary. Such changes in taxes or license fees could have a substantial negative impact upon anticipated profits.

9.    Possibility of International Hostilities.

While the United States and the PRC maintain a somewhat adversarial position within the international political and strategic environment, the business and economic relationships between the two nations are relatively stable at the present time. However, no assurance or warranty can be given to any investor or prospective investor in Croff that the viability of their investment in Chinese shopping malls may not be subject to future deteriorating economic, diplomatic or military relations between the United States and the PRC. In particular, the treatment of the nation of Taiwan as an independent trading partner and autonomous political entity by the United States is a source of continuing friction between the United States and the PRC. Deteriorating political or foreign relations may result in imposition of business restrictions, taxes, fees or outright appropriation of properties of U.S. Corporations, such as Croff, having ownership interest in the PRC.

10.    Lack of Management Experience in U.S. Public Companies.

While the new management group to be appointed for Croff as part of the share exchange and acquisition is believe to have substantial competency and expertise in the management of the shopping malls within the PRC, the individual managers have very little historical experience or exposure to operating and maintaining a small public company in the United States under U.S. laws and regulations. Particularly this inexperience relates to securities regulations imposed by the Securities and Exchange Commissions, various state securities regulatory agencies and by the National Association of Securities Dealers (NASD). While it is anticipated that the new Croff management group will attempt to retain various experts to assist the company in compliance with


United States laws and regulations, it must be anticipated that there will be a learning curve, and this lack of experience compared to the present management could result in a loss of the value in the stock. A further related risk factor exists to the extent Mr. An and some other members of anticipated management are not literate in the English language.

11.    Lack of Future Capital Commitments.

financing.  While it is believed that Croff Oil will be a self sustaining enterprise upon the TRBT subsidiary can continue to operate profitably with the designated malls within the PRC, growth and expansiontransfer of the company will necessarily be dependent upon the availability of future capital sources either within or without the PRC. No assurance or warranty can or should be implied that Croff willassets, it may not be able to raise sufficientobtain any future capital, either through equity or debt to expand financing, or growfurther develop its present business activities.

assets or increase revenues.  Over time, oil and gas assets are a wasting asset and will result in declining revenues to the company if not replaced.


12.    6.           There will be noWill Be No Independent Fairness Opinion or Review of the Share Exchange.


            Because the Croff Oil assets are being transferred to a new entity with the same ownership by existing claimants to those assets, Croff does not deem it necessary to complete any independent appraisal of the transferred assets.  However, the lack of an independent appraisal report for the transferred assets may be significant to those wishing to exercise dissenting shareholder rights to receive cash payments for their “B” shares or common shares in lieu of the shares in Croff Oil Company or remaining as a common shareholder in Croff Enterprises.  Croff has determined for economic reasons and costs associated with obtainingit is not realistic or cost justified to obtain an independent fairness opinionappraisal report for the purposes of possible dissenting shareholders. Croff believes its estimated valuation of the preferred “B” shares is within a range of reasonableness as determined by the board of directors based upon the last reserve report and review, not to incur those costscurrent pricing of the oil and expenses. Asgas assets as internally computed.  No precise values can be given for a result there remains a certain risk factorshell corporation, such as Croff Enterprises, in this share exchangethe event of the asset transfer considering that the fairnessbook value of Croff, after the transfer is about $325,000, and equitythe market value at $1.00 per share is $550,000, the $1.00 per share presumes a value of $325,000 for the cash and $225,000 for the “going concern” value of the proposed exchange has not been independently reviewed or opined upon. Each investorshell.  It is believed that the $4.25 per preferred “B” share and the $1.00 per common share to the dissenting shareholder is reasonable and fair based upon limited market transactions that exist for Croff common and the fact that there will be few cash assets and no income producing interest left in considering this Proxy will have to make his, her or its own determination of whether the relative values ofpublic shell after the shares exchanged and assets sold or acquired are fair and equitable under the circumstances from the information supplied and public filings of Croff.

asset transfer.


13.        7.            No Assurance of Public Market for Croff Stock.

For various of the reasons previously set-out in these Risk Factors, there can be no absolute assurance or warranty that a future market will exist for the new Croff shares as an ongoing public company.

14.    8.            Absence of Dividends.

Each prospective investor should understand that there is no commitment or assurance that the companyCroff or Croff Oil will pay any dividends.  At present it is anticipated that any net profits in Croff Oil would be retained for business development.  In the absence of dividends, shareholders must look exclusively to potential capital appreciation for a return on investment, which appreciation cannot be warranted.

15.    Depreciating Assets.

The nature of the Croff business going forward will be the acquisition or construction, operation and potential sale of commercial shopping malls. Each shareholder or prospective shareholder should understand that the malls are depreciating assets. That is to say each mall has a finite commercial life and decreases in value over time. As a consequence, the capital or net worth of the company will decline over time absent replacement.


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Each investor should understand this risk factor as applicable to all asset based businesses. Going forward, this process may be accelerated to the extent the company does not hold any residual value in the real property upon which the malls are built. Further, there can be no assurance Croff will be able to replace the malls as they become obsolete or at what price. A related consent and risk factor is that as each mall ages the cost of operation usually increases to reflect such costs, such as updating and repairing systems and structure.

16.    9.      Rule 144 Sales and Restricted Securities.


As otherwise explained in this Proxy Statement, mostall of the securities being issued pursuant to the share exchange areasset transfer will be restricted securities;stock; that is to say, they havethe Croff Oil common shares will not been subject to any registration process beforebe registered with the Securities and Exchange Commission (SEC) or any state securities regulatory agency.  The shares are primarily issued upon claimed exemptions from registration.  As to Croff Oil, it is not anticipated a public market will ever develop.  Croff presently has only a very limited trading market, and no assurance of a more active market can be made.  As a result, mostall of the new shares will have significant limitations and holding periods before they can be actively traded in any public market.transferred.  While the primary rule governing resales of restricted securities in public companies is SEC Rule 144, it is not claimed to be an exclusive means of compliance for resales of restricted securities.  However, it is noted that most restricted stock sellers currently rely upon Rule 144 as a Safe Harbor in the resales of restricted securities.securities in public companies.  In essential terms, Rule 144 requires a holding period of at least one year before restricted securities can be sold.  After that one year period, sales can only occur if there is an active public trading market for the shares and the shares must be sold in unsolicited brokerage transactions where current public information is available.  There is also a volume limitation imposed typically on the amount of sales which can occur in any three month period.  Each investor should consider the nature of restricted securities and whatever risk factor this may impose upon their holding of such securities for future sale.


17.    10.        Penny Stock..

Bad Debt Reserve.

InCroff shares may be considered a “penny stock” within the past TRBT has mademeaning of Rule 3a-51-1 of the Securities Exchange Act which will affect your ability to sell your shares; “penny stocks” often suffer wide fluctuations and received numerous affiliate, third party and employee loans. These loans are unsecured and payable upon demand with various interest rates ranging up to 7.98 percent. As of September 30, 2006, net loans to others totaled approximately $6.2 million and net loans to employees totaled approximately $156,000. It is customaryhave certain disclosure requirements which make resale in China that businesses typically seek financing from various sources other than traditionally banking institutions. However, loans from TRBT to officers, directors, or affiliatesthe secondary market difficult.


Croff shares will be prohibited after closing. TRBT maintains reserves forsubject to the Penny Stock Reform Act, which will affect your ability to sell your shares in any potential lossessecondary market, which may develop.  If our shares are not listed on a nationally approved exchange or the NASDAQ, do not meet certain minimum financing requirements, or have a bid price of at least $5.00 per share, they will likely be defined as a “penny stock”.  Broker-dealer practices, in connection with transactions in “penny stock”, are regulated by the Sec.  Rules associated with transactions in penny stocks include the following:

·the delivery of standardized risk disclosure documents;
·the provision of other information such as current bid/offer quotations, compensation to be provided broker-dealer and sales person, monthly accounting for penny stocks held in the customers account;
·written determination that the penny stock is suitable investment for purchaser;
·written agreement to the transaction from purchase; and
·a two-business day delay prior to execution of a trade.

These disclosure requirements and the wide fluctuations that might result from the default of the loans issued. TRBT’s management periodically analyzes the composition of these loans, any changes“penny stock” often experience in the borrowers pattern of repayment, and past due loansmarket may make it difficult to calculate the necessary reserves. As of September 30, 2006, TRBT’s allowance for uncollectible loans amounted to approximately $5.1 million dollars ofsell your shares in any secondary market, which approximately $3.1 million was written off as a bad debt expense. This loss is a risk factor, considering the lack of liquidity in the company. The ending of this practice of both borrowing and lending, from officers and affiliates may create a lack of liquidity or a risk to continuing business.

develop.

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DISSENTING SHAREHOLDER RIGHTS


Croff has determined that the foregoing Share Exchangeasset transfer requires the offering of dissenting shareholder rights under Utah Law.Law, Utah Code Annot. §16-10a-1301 to 1331.  Essentially any shareholder who does not believe that the Share Exchange is fair and equitable to the shareholders may elect, under Utah law, to become a dissenting shareholder.  It should be noted by each prospective dissenting shareholder that the election to be a dissenting shareholder will not constitute a vote against or in any way invalidate the completion of the Share Exchange,asset transfer, but will provide such dissenting shareholder with a potential alternative valuation and payment option for their shares.


In essential terms, any dissenting shareholder under the Utah Statutory Provisionsstatutory provisions will have the right within a prescribed time limit set-out in the enclosed packet to accept the company’s determination of the fair value of their Common and Preferred “B” shares and to exchange suchall shares for a cash payment;payment as previously described; or to propose to the company what they deem to be aan alternative fair and adequate consideration for their shares, along with the methodology at which they arrive at their alternative valuation.  The company would then attempt to negotiate a resolution or may simply refuse to recognize the alternative valuation.  It should be noted to each prospective dissenting shareholder that the company believes the present redemption proposal is fair and reasonable based upon current market conditions and valuation of the company; and, as a result, Croff is not likely the company would be willing to voluntarily alter or amend its proposed redemption payments for the shares.


If the company and the shareholder are not able to agree upon a stipulated alternative valuation, then the company will have the obligation to proceed with a court proceeding in Utah to attempt to force an alternativea valuation for the shares through a judicial process.


THE FOREGOING CONSTITUTES ONLY A GENERAL DESCRIPTION OF DISSENTING SHAREHOLDER RIGHTS. EACH PROSPECTIVE DISSENTING SHAREHOLDER IS ENCOURAGED TO REVIEW, WITH LEGAL COUNSEL OF THEIR OWN CHOICE, THE ATTACHED AND ENCLOSED DISSENTING SHAREHOLDER RIGHTS PACKAGE AND BALLOT, SEE SCHEDULE A,EXHIBIT D, WHICH CONTAINS THE COMPANY’S EXPLANATION AND THE UTAH STATUTORY MATERIAL ON DISSENTING SHAREHOLDER RIGHTS AS EXTRACTED FROM THE UTAH CODE.


Any shareholder wishing to exercise dissenting shareholder rights should fill out and complete the dissenting shareholder rights ballot and return it promptly to the company in the enclosed envelope so that they may be listed as dissenting shareholder and the company will then proceed in accordance with applicable law to treat such claim in accordance with the statutory provisions.provisions and as generally outlined above.  Please note that if you vote in favor of the Share Exchange you are not entitled to be a dissenting shareholder.  If you elect to be a dissenting shareholder you must not execute the standard proxy ballot (white cards)ballot), but you must execute and return onlythe dissenting shareholder election form (blue card)ballot). It should also be noted that if 17% or more of the shareholders (common and B together) assert dissenting rights, TRBT has a right of rescission as to the exchange agreement.


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OTHER MATTERS


The Special meetingMeeting is called for the purposes set forth in the notice thereof.  The Board of Directors does not intend to present, and has not been informed that any other person intends to present, any matters for action at the Special meetingMeeting other than those specifically referred to in the Notice of Meeting and this Proxy Statement.  If any other matters are properly brought before the Special meeting,Meeting, it is the intention of the proxy holders to vote on such matters in accordance with their judgment.



STOCKHOLDER PROPOSALS


There were no stockholders proposals submitted for consideration at this Special meeting.Meeting.  Stockholder proposals intended to be considered at the next meeting of Stockholders must be received by the company no later than March 31, 2007.2008.  Such proposals may be included in the next proxy statement if they comply with certain rules and regulations promulgated by the Securities and Exchange Commission.




SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Under Section 16(a) of the Securities Exchange Act of 1934, as amended, Croff’s directors, its executive officers, and any persons holding more than 10% of the common stock are required to report their ownership of the common stock and any changes in that ownership to the Securities and Exchange Commission.  Specific due dates for these reports have been established, and we are required to report in this proxy statement any failure to file by such dates during 2006.2007.  To our knowledge, all of these filing requirements were satisfied by our directors, officers and 10% percent holders.  In making these statements, Croff has relied upon the written representations of its directors, officers and its 10% percent holders and copies of the reports that they have filed with the Commission.



OTHER INFORMATION


Financial Reports & Other Important Documents


The financial reports for Croff’s operations ended December 31, 2006 filed as Form 10-K10-K/A are considered an integral part of this Proxy Statement and are incorporated by this reference.  See also, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K.10-K/A.  The report is also available at Croff’s website atwww.croff.com, or from the Securities and Exchange Commission atwww.sec.gov/edgar . A hardcopy of the Form 10-K10-K/A if not enclosed may also be obtained without cost by calling the company’s offices at 303-383-1555.


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AttachedDocuments Incorporated by Reference

1.      Croff incorporates the Plan of Corporate Division dated October 25, 2007, with prior reference to accessibility from Croff, and incorporated is Schedule F-1. F-1 includesincluding the following Exhibits:

 (A) Plan of Corporate Division
 (B) Articles of Incorporation of Croff audited financial statement for 2005Oil Company.
 (C) Oil and 2004, and the interim nine months unaudited financials statements ending SeptemberGas Assets of Croff (Preferred “B” Assets)
 (D) Dissenting Shareholder Rights Package
 (E) Croff 10-K/A dated June 30, 2006. It also contains the December 31, 2004 & 2005 audited year end Financials for TRBT and the nine months interim unaudited Financials ending on September 30, 2006. Also enclosed are2007pro forma unaudited consolidated Financials


2.      Croff’s Current 10-K/A Report for the combined entities for the yearsperiod ending December 31, 20042006 is as enclosed with these proxy materials.

Dated:   December 6, 2007.


BY ORDER OF THE BOARD OF DIRECTORS:
     /S/ Gerald L. Jensen
Gerald L. Jensen, Chairman of the Board
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DISSENTING SHAREHOLDER RIGHTS PACKAGE
Dated December 6, 2007



As a shareholder in Croff Enterprises, Inc., the Company has determined to extend to you what are known as “Dissenting Shareholder Rights” in relationship to the proposed Plan of Corporate Division and 2005,Reorganization (the “Plan”) and related issues described in the accompanying Proxy Statement and Ballot.

In essential terms, dissenting shareholder rights provide to you, as a shareholder, the right to dissent from participation in the Plan described in the attached proxy materials; and, in lieu of voting to approve such Plan, to receive back from the Company a determined cash equivalent value for your shares upon the return of those shares to the Company.  IF YOU ARE GOING TO EXERCISE DISSENTING SHAREHOLDER RIGHTS, YOU SHOULD NOT VOTE ON ANY MATTERS RELATED TO THE PLAN IN THE ENCLOSED PROXY BALLOT NOTICE AND ELECTION, BUT SHOULD RETURN ONLY THE ENCLOSED DISSENTING SHAREHOLDER RIGHTS FORM TO THE COMPANY IN THE ENCLOSED ENVELOPE.

There are significant matters which you should understand before determining to exercise dissenting shareholder rights.  The Company has attempted to summarize what it believes to be the most important and essential provisions of those dissenting shareholder rights considerations below.  However, the Company is required and has included with this dissenting shareholder rights package the portions of the Utah Statute governing or controlling dissenting shareholder rights.  Should you believe that anything contained in this summary statement is not in agreement or accord with the statutory provisions, you should rely upon and follow the statutory provisions.  If you are confused or do not understand dissenting shareholder rights, you are more than welcome to call CROFF at the telephone and address indicated in the enclosed proxy materials and to speak with Mr. Jerry Jensen, the president, who is also the shareholder liaison for this matter.  Further, if you have any questions, you are encouraged to discuss them with your own legal or other financial advisors for further explanation.  With this general statement, we would draw your attention to the following factors to consider with regard to dissenting shareholder rights:

(1)           If you are going to exercise your dissenting shareholder rights, you should not vote on the proxy materials related to the Exchange, but should instead complete, sign and return only the enclosed dissenting shareholder rights form.

(2)           The Company has determined dissenting shareholder rights valuations based upon an examination of the current net worth of the Company, present limited market trading range, and other subjective factors.  Based upon all of these considerations, management of the company has determined that a fair valuation for dissenting shareholder rights would be $4.25 per each preferred “B” share and $1.00 per each common share.  That is, if you elect to exercise your dissenting shareholder rights, the Company would pay you $4.50 per each preferred “B” share and $1.00 per each common share upon return of your shares in negotiable form.  You are advised, before you make this decision, to examine the current trading market price for the shares to see if you may not receive a higher price for your shares in the market if you do not wish to remain a shareholder in the Company.  It is not necessary to return both preferred “B” and common shares and you may tender one class and not the other.  However, you must tender all shares in that class to be entitled to dissenting shareholder rights.

(3)           The Dissenting Shareholders form also allows you the option to return your shares, but to demand an alternative price.  If the alternative price is not acceptable, there may be a judicial remedy to have the price set.  CROFF does not presently intend to pay in excess of $4.50 per preferred “B” share or $1.00 per common share.

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(4)           You should read and review, with your advisors if necessary, the enclosed statutory materials pertaining to dissenting shareholder rights.

(5)           You are advised that you must return your dissenting shareholder rights notice not more than thirty-five (35) days after the date appearing on this notice statement in order for you to exercise such rights.  If returned subsequent to that date, the Company will not recognize any dissenting shareholder rights.  As a result, you would remain a common shareholder in Croff Enterprises, Inc. and become a common shareholder in Croff Oil.

(6)           If you decide to exercise dissenting shareholder rights, you must return your corporate certificate for your shares in negotiable form with signature guaranteed along with the attached and incorporated dissenting shareholder rights election form to the Company in the enclosed envelope within the thirty-five (35) day period.

(7)           You are further advised that a Special Shareholder Meeting is planned for December 21, 2007 to vote upon and approve the Plan as more fully set-out in the enclosed proxy.  The vote on the Plan was approved by the Board of Directors of CROFF and was authorized to be submitted for shareholder vote as explained in the attached proxy material.  Your dissenting shareholder rights do not provide any right for you to block or stay the implementation of the Plan, if approved by majority shareholder vote as anticipated.   The notice address for the corporation and to which you should return any dissenting shareholder rights, notice and form, along with your certificate, is contained in the address appearing on the enclosed proxy materials and is 3773 Cherry Creek Dr N #1025, Denver, CO 80209.  You may also telephone the Company at (303) 383-1515.

(8)           If you are a beneficial owner, that is it is “you”, not the name appearing on the certificate, who has the actual beneficial ownership rights to these shares, then Croff must obtain back from you not only your signature, but the signature and consent of the actual name holder on the certificate and which party must endorse the certificate as returned.  See particularly the provisions of enclosed Utah Code Annotated §16-10(a)13-03(3).  Again, if you have any questions regarding signature rights or procedures, please feel free to call the Company at your earliest convenience.
Sincerely,
    /S/ Gerald L. Jensen
Chairman of the Board and President





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UT ST § 16-10a-1302
§ 16-10a-1301. Definitions

(1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

(2) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under Section 16-10a-1302 and who exercises that right when and in the manner required by Sections 16-10a-1320 through 16-10a-1328.

(4) "Fair value" with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.

(5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the statutory rate set forth in Section 15-1- 1, compounded annually.

(6) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares that are registered in the name of a nominee to the extent the beneficial owner is recognized by the corporation as the shareholder as provided in Section 16-10a-723.

(7) "Shareholder" means the record shareholder or the beneficial shareholder.

§ 16-10a-1302. Right to dissent

(1) A shareholder, whether or not entitled to vote, is entitled to dissent from, and obtain payment of the fair value of shares held by him in the event of, any of the following corporate actions:

(a) consummation of a plan of merger to which the corporation is a party if:

(i) shareholder approval is required for the merger by Section 16-10a-1103 or the articles of incorporation; or

(ii) the corporation is a subsidiary that is merged with its parent under Section 16-10a-1104;

(b) consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired;

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(c) consummation of a sale, lease, exchange, or other disposition of all, or substantially all, of the property of the corporation for which a shareholder vote is required under Subsection 16-10a-1202(1), but not including a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale; and

(d) consummation of a sale, lease, exchange, or other disposition of all, or substantially all, of the property of an entity controlled by the corporation if the shareholders of the corporation were entitled to vote upon the consent of the corporation to the disposition pursuant to Subsection 16-10a-1202(2).

(2) A shareholder is entitled to dissent and obtain payment of the fair value of his shares in the event of any other corporate action to the extent the articles of incorporation, bylaws, or a resolution of the board of directors so provides.

(3) Notwithstanding the other provisions of this part, except to the extent otherwise provided in the articles of incorporation, bylaws, or a resolution of the board of directors, and subject to the limitations set forth in Subsection (4), a shareholder is not entitled to dissent and obtain payment under Subsection (1) of the fair value of the shares of any class or series of shares which either were listed on a national securities exchange registered under the federal Securities Exchange Act of 1934, as amended, [FN1] or on the National Market System of the National Association of Securities Dealers Automated Quotation System, or were held of record by more than 2,000 shareholders, at the time of:

(a) the record date fixed under Section 16-10a-707 to determine the shareholders entitled to receive notice of the shareholders' meeting at which the corporate action is submitted to a vote;

(b) the record date fixed under Section 16-10a-704 to determine shareholders entitled to sign writings consenting to the proposed corporate action; or

(c) the effective date of the corporate action if the corporate action is authorized other than by a vote of shareholders.

(4) The limitation set forth in Subsection (3) does not apply if the shareholder will receive for his shares, pursuant to the corporate action, anything except:

(a) shares of the corporation surviving the consummation of the plan of merger or share exchange;

(b) shares of a corporation which at the effective date of the plan of merger or share exchange either will be listed on a national securities exchange registered under the federal Securities Exchange Act of 1934, as amended, or on the National Market System of the National Association of Securities Dealers Automated Quotation System, or will be held of record by more than 2,000 shareholders;

(c) cash in lieu of fractional shares; or

(d) any combination of the shares described in Subsection (4), or cash in lieu of fractional shares.

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(5) A shareholder entitled to dissent and obtain payment for his shares under this part may not challenge the corporate action creating the entitlement unless the action is unlawful or fraudulent with respect to him or to the corporation.

§ 16-10a-1303. Dissent by nominees and beneficial owners

(1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if the shareholder dissents with respect to all shares beneficially owned by any one person and causes the corporation to receive written notice which states the dissent and the nine month interim period endingname and address of each person on September 30, 2006.whose behalf dissenters' rights are being asserted. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the other shares held of record by him were registered in the names of different shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if:

(a) the beneficial shareholder causes the corporation to receive the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and

(b) the beneficial shareholder dissents with respect to all shares of which he is the beneficial shareholder.

(3) The corporation may require that, when a record shareholder dissents with respect to the shares held by any one or more beneficial shareholders, each beneficial shareholder must certify to the corporation that both he and the record shareholders of all shares owned beneficially by him have asserted, or will timely assert, dissenters' rights as to all the shares unlimited on the ability to exercise dissenters' rights. The certification requirement must be stated in the dissenters' notice given pursuant to Section 16-10a-1322.

§ 16-10a-1320. Notice of dissenters' rights

Dated: March _____, 2007.

BY ORDER OF THE BOARD OF DIRECTORS:


Gerald L. Jensen, Chairman
(1) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is submitted to a vote at a shareholders' meeting, the meeting notice must be sent to all shareholders of the Board

corporation as of the applicable record date, whether or not they are entitled to vote at the meeting. The notice shall state that shareholders are or may be entitled to assert dissenters' rights under this part. The notice must be accompanied by a copy of this part and the materials, if any, that under this chapter are required to be given the shareholders entitled to vote on the proposed action at the meeting. Failure to give notice as required by this subsection does not affect any action taken at the shareholders' meeting for which the notice was to have been given.

Exhibits

(2) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized without a meeting of shareholders pursuant to Section 16-10a-704, any written or oral solicitation of a shareholder to execute a written consent to the action contemplated by Section 16-10a-704 must be accompanied or preceded by a written notice stating that shareholders are or may be entitled to assert dissenters' rights under this part, by a copy of this part, and by the materials, if any, that under this chapter would have been required to be given to shareholders entitled to vote on the proposed action if the proposed action were submitted to a vote at a shareholders' meeting. Failure to give written notice as provided by this subsection does not affect any action taken pursuant to Section 16-10a-704 for which the notice was to have been given.

Previously Filed
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Preliminary Schedule 14A
§ 16-10a-1321. Demand for payment--Eligibility and notice of intent

January
(1) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters'rights:

(a) must cause the corporation to receive, before the vote is taken, written notice of his intent to demand payment for shares if the proposed action is effectuated; and

(b) may not vote any of his shares in favor of the proposed action.

(2) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized without a meeting of shareholders pursuant to Section 16-10a-704, a shareholder who wishes to assert dissenters' rights may not execute a writing consenting to the proposed corporate action.

(3) In order to be entitled to payment for shares under this part, unless otherwise provided in the articles of incorporation, bylaws, or a resolution adopted by the board of directors, a shareholder must have been a shareholder with respect to the shares for which payment is demanded as of the date the proposed corporate action creating dissenters' rights under Section 16-10a-1302 is approved by the shareholders, if shareholder approval is required, or as of the effective date of the corporate action if the corporate action is authorized other than by a vote of shareholders.

(4) A shareholder who does not satisfy the requirements of Subsections
(1) through (3) is not entitled to payment for shares under this part.

§ 16-10a-1322. Dissenters' notice

(1) If proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized, the corporation shall give a written dissenters' notice to all shareholders who are entitled to demand payment for their shares under this part.

(2) The dissenters' notice required by Subsection (1) must be sent no later than ten days after the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302, and shall:

(a) state that the corporate action was authorized and the effective date or proposed effective date of the corporate action;

(b) state an address at which the corporation will receive payment demands and an address at which certificates for certificated shares must be deposited;

(c) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;

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(d) supply a form for demanding payment, which form requests a dissenter to state an address to which payment is to be made;

(e) set a date by which the corporation must receive the payment demand and by which certificates for certificated shares must be deposited at the address indicated in the dissenters' notice, which dates may not be fewer than 30 2007

nor more than 70 days after the date the dissenters' notice required by Subsection (1) is given;

(f) state the requirement contemplated by Subsection 16-10a-1303(3), if the requirement is imposed; and

(g) be accompanied by a copy of this part.

§ 16-10a-1323. Procedure to demand payment

(1) A shareholder who is given a dissenters' notice described in Section 16-10a-1322, who meets the requirements of Section 16-10a-1321, and wishes to assert dissenters' rights must, in accordance with the terms of the dissenters' notice:

(a) cause the corporation to receive a payment demand, which may be the payment demand form contemplated in Subsection 16-10a-1322(2)(d), duly completed, or may be stated in another writing;

(b) deposit certificates for his certificated shares in accordance with the terms of the dissenters' notice; and

(c) if required by the corporation in the dissenters' notice described in Section 16-10a-1322, as contemplated by Section 16-10a-1327, certify in writing, in or with the payment demand, whether or not he or the person on whose behalf he asserts dissenters' rights acquired beneficial ownership of the shares before the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action creating dissenters' rights under Section 16-10a-1302.

(2) A shareholder who demands payment in accordance with Subsection (1) retains all rights of a shareholder except the right to transfer the shares until the effective date of the proposed corporate action giving rise to the exercise of dissenters' rights and has only the right to receive payment for the shares after the effective date of the corporate action.

(3) A shareholder who does not demand payment and deposit share certificates as required, by the date or dates set in the dissenters' notice, is not entitled to payment for shares under this part.

§ 16-10a-1324. Uncertificated shares

(1) Upon receipt of a demand for payment under Section 16-10a-1323 from a shareholder holding uncertificated shares, and in lieu of the deposit of certificates representing the shares, the corporation may restrict the transfer of the shares until the proposed corporate action is taken or the restrictions are released under Section 16-10a-1326.

(2) In all other respects, the provisions of Section 16-10a-1323 apply to shareholders who own uncertificated shares.

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§ 16-10a-1325. Payment

(1) Except as provided in Section 16-10a-1327, upon the later of the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302, and receipt by the corporation of each payment demand pursuant to Section 16-10a-1323, the corporation shall pay the amount the corporation estimates to be the fair value of the dissenter's shares, plus interest to each dissenter who has complied with Section 16-10a-1323, and who meets the requirements of Section 16-10a-1321, and who has not yet received payment.

(2) Each payment made pursuant to Subsection (1) must be accompanied by:

(a)(i)(A) the corporation's balance sheet as of the end of its most recent fiscal year, or if not available, a fiscal year ending not more than 16 months before the date of payment;

(B) an income statement for that year;

(C) a statement of changes in shareholders' equity for that year and a statement of cash flow for that year, if the corporation customarily provides such statements to shareholders; and

(D) the latest available interim financial statements, if any;

(ii) the balance sheet and statements referred to in Subsection (i) must be audited if the corporation customarily provides audited financial statements to shareholders;

(b) a statement of the corporation's estimate of the fair value of the shares and the amount of interest payable with respect to the shares;

(c) a statement of the dissenter's right to demand payment under Section 16- 10a-1328; and

(d) a copy of this part

§ 16-10a-1326. Failure to take action

(1) If the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302 does not occur within 60 days after the date set by the corporation as the date by which the corporation must receive payment demands as provided in Section 16-10a-1322, the corporation shall return all deposited certificates and release the transfer restrictions imposed on uncertificated shares, and all shareholders who submitted a demand for payment pursuant to Section 16-10a-1323 shall thereafter have all rights of a shareholder as if no demand for payment had been made.
(2) If the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302 occurs more than 60 days after the date set by the corporation as the date by which the corporation must receive payment demands as provided in Section 16-10a-1322, then the corporation shall send a new dissenters' notice, as provided in Section 16-10a-1322, and the provisions of Sections 16-10a-1323 through 16-10a-1328 shall again be applicable.

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§ 16-10a-1327. Special provisions relating to shares acquired after announcement of proposed corporate action

(1) A corporation may, with the dissenters' notice given pursuant to Section 16-10a-1322, state the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action creating dissenters' rights under Section 16-10a-1302 and state that a shareholder who asserts dissenters' rights must certify in writing, in or with the payment demand, whether or not he or the person on whose behalf he asserts dissenters' rights acquired beneficial ownership of the shares before that date. With respect to any dissenter who does not certify in writing, in or with the payment demand that he or the person on whose behalf the dissenters' rights are being asserted, acquired beneficial ownership of the shares before that date, the corporation may, in lieu of making the payment provided in Section 16- 10a-1325, offer to make payment if the dissenter agrees to accept it in full satisfaction of his demand.

(2) An offer to make payment under Subsection (1) shall include or be accompanied by the information required by Subsection 16-10a-1325(2).

§ 16-10a-1328. Procedure for shareholder dissatisfied with payment or offer

(1) A dissenter who has not accepted an offer made by a corporation under Section 16-10a-1327 may notify the corporation in writing of his own estimate of the fair value of his shares and demand payment of the estimated amount, plus interest, less any payment made under Section 16-10a-1325, if:

(a) the dissenter believes that the amount paid under Section 16-10a-1325 or offered under Section 16-10a-1327 is less than the fair value of the shares;

(b) the corporation fails to make payment under Section 16-10a-1325 within 60 days after the date set by the corporation as the date by which it must receive the payment demand; or

(c) the corporation, having failed to take the proposed corporate action creating dissenters' rights, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares as required by Section 16-10a-1326.

(2) A dissenter waives the right to demand payment under this section unless he causes the corporation to receive the notice required by Subsection (1) within 30 days after the corporation made or offered payment for his shares.

§ 16-10a-1330. Judicial appraisal of shares--Court action

(1) If a demand for payment under Section 16-10a-1328 remains unresolved, the corporation shall commence a proceeding within 60 days after receiving the payment demand contemplated by Section 16-10a-1328, and petition the court to determine the fair value of the shares and the amount of interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unresolved the amount demanded.

(2) The corporation shall commence the proceeding described in Subsection (1) in the district court of the county in this state where the corporation's principal office, or if it has no principal office in this state, the county where its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with, or whose shares were acquired by, the foreign corporation was located.

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(3) The corporation shall make all dissenters who have satisfied the requirements of Sections 16-10a-1321, 16-10a-1323, and 16-10a-1328, whether or not they are residents of this state whose demands remain unresolved, parties to the proceeding commenced under Subsection (2) as an action against their shares. All such dissenters who are named as parties must be served with a copy of the petition. Service on each dissenter may be by registered or certified mail to the address stated in his payment demand made pursuant to Section 16-10a-1328. If no address is stated in the payment demand, service may be made at the address stated in the payment demand given pursuant to Section 16-10a-1323. If no address is stated in the payment demand, service may be made at the address shown on the corporation's current record of shareholders for the record shareholder holding the dissenter's shares. Service may also be made otherwise as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under Subsection (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the proceeding commenced under Subsection (2) is entitled to judgment:

(a) for the amount, if any, by which the court finds that the fair value of his shares, plus interest, exceeds the amount paid by the corporation pursuant to Section 16-10a-1325; or

(b) for the fair value, plus interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under Section 16-10a-1327.

§ 16-10a-1331. Court costs and counsel fees

(1) The court in an appraisal proceeding commenced under Section 16-10a-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds that the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 16-10a-1328.

(2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

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(a) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Sections 16-10a-1320 through 16-10a-1328; or

(b) against either the corporation or one or more dissenters, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.

(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.









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DISSENTING SHAREHOLDER NOTICE
AND ELECTION FORM

The undersigned _______________________________________________ of
(Print Name)
___________________________________________________________________ is the
 (Print Address)
certificate holder of ___________________ shares of Croff Enterprises, Inc. (“Croff”) common stock and ___________ shares of preferred “B” stock; represented by certificate(s) no(s) for the common and for the preferred “B”.  The undersigned agrees that the above is a current address to be used for return of any funds to him by Croff.

The undersigned hereby represents and notices to Croff, pursuant to having reviewed the dissenting shareholder rights packet, as indicated below by initialing the appropriate blanks:

A).

·_____  The undersigned has read and reviewed the Dissenting Shareholder Rights Information StatementPacket including the statutory material and has discussed such matters with his legal and/or accounting advisors or knowingly waived such right.

·_____  The undersigned is the legal holder of the shares described above, or is the beneficial holder, but has obtained the consent of the legal holder signing below and endorsing the shares.

·
_____  The undersigned has not voted upon the current Proxy Proposal to redeem all preferred “B” shares for a transfer of all current business assets of Croff; and understands that voting on such matters will void this notice and election.

·
_____  The shares submitted for redemption and payment must be received no later than 35 days after the date of the within Notice of Dissenting Shareholder Rights ___________ ____, 2007.

Choose only one of the following:

1. _____  The undersigned wishes to have the company purchase his, her or its preferred “B” shares listed above at $4.25/share and encloses the certificate duly signed and in negotiable form to complete such sale.

2. _____  The undersigned wishes to have the company redeem his, her or its enclosed preferred “B”, but objects to the proffered price of $4.25/share and requests a payment of $_____/share/(attach further explanation as required).

3. _____  The undersigned wishes to have the company purchase his, her or its common shares listed above at $1.00/share and encloses the certificate duly signed and in negotiable form to complete such sale.

4. _____  The undersigned wishes to have the company redeem his, her or its enclosed common shares, but objects to the proffered price of $1.00/share and requests a payment of $_____/share/(attach further explanation as required).

DO NOT USE THIS FORM
IF YOU ARE RETURNING Print Name (Beneficial Owner)
THE PROXY BALLOT
  
B).Utah Statues
Sign
  
C).Dissenting Shareholder Notice & Election Form
 -If Separate Legal Owner-
  
D).Ballots (Common & Preferred B amended ballots filed with amended 14A)   

Financial Exhibits
Previously Filed
Preliminary Schedule 14A
January 30, 2007

A).Quarterly Financial Statements (unaudited) for Croff Enterprises, Inc. for the Nine Months
September 30,2006.
  
B).Financial Statements for Croff Enterprises, Inc, for the years ending December 31, 2005 and 2004Print Name (Legal Owner)
  
C).Financial Statements for TRBT for the years ending December 31, 2005 and 2004
  
D).Quarterly financial statements (unaudited) for TRBT for the Nine Months ending September 30, 2006. Sign
  
E).Croff Enterprises, Inc. /TRBT Combined Pro-Forma Balance Sheet (unaudited) as of September 30, 2006.
  Date

F).Mail Election form to:  
Elections
Croff Enterprises, Inc. / TRBT Combined Pro-Forma profit and loss (unaudited) for the Nine Months September 30, 2006.
G).Croff Enterprises, Inc. / TRBT Combined Pro-Forma profit and loss (unaudited) for the year ending December 31, 2005
H).Croff Enterprises, Inc. / TRBT Combined Pro-Forma profit and loss (unaudited) for the year ending December 31, 2004
3773 Cherry Creek Dr N #1025
Denver, CO 80209
Exhibit 23.1Consent letter from Causey Demgen and Moore
Exhibit 23.2Consent letter from Kabani and Company, Inc.


COMMON SHARE BALLOT

CROFF ENTERPRISES, INC. PROXY BALLOT

SPECIAL MEETING, APRIL ___,DECEMBER 21, 2007


Please complete, sign and provide any additional information on this Proxy Statement and return it to the Company by mailing it back prior to APRIL ___,December 21, 2007 in the enclosed envelope.


FOR

AGAINST

ABSTAIN

PROPOSAL

Election of all new nominees to the Board of Directors.  If voting against election of all, indicate below your individual vote.


YOU MAY VOTE FOR ALL CURRENT NOMINEES ABOVE; OR

YOU MAY VOTE INDIVIDUALLY AS TO EACH PROPOSED DIRECTOR BELOW


 FOR

 AGAINST

 ABSTAIN

Mr. Aizhong An, Director

Mr. Samuel Liu, Director

Gerald L. Jensen

Mr. Jiming Zhu, Director

Edward Peiker, Jr.

Mrs. Junhui An, Director

Mr. Julian D. Jensen

Mr. Omar J. Gonzalez, Director

Harvey Fenster

OTHER MATTERS

 FOR AGAINST ABSTAIN

Mr. Umesh Patel, Director

Dr. Gregory J. Frazer, Director

OTHER MATTERS

Vote on the sale ofPlan to divide Croff Enterprises (“Croff”) and transfer all Croff oil and gas assets and liabilities to Croff Oil for the issuance of common shares of Croff Oil payable to Croff Enterprises preferred “B” shareholders on a private entity owned by Gerald L. Jensen or entities controlled by him.

one-to-one ratio; and then cancel all Croff preferred “B” shares.

Vote on ratifying the Exchange Agreement.

Independent Auditor, Ronald Chadwick, C.P.A.

Vote to convert all the preferred “B” shares remaining after the sale of the oil and gas assets to two common shares per each Class “B” share outstanding.

Vote to increase the Class “A” authorized preferred shares from 5 million to 10 million shares.

shares, no par.

Vote to increase the Common shares from 20 million to 100 million shares.

shares, $0.10 par.


      Check here if you plan
        to attend meeting.

   
 SIGNATURE


Print Shareholder Name(s) exactly  
as they appear on your Certificate:
  Complete If Known:
  Certificate #:  
  No. of Shares:
 
Date   
 

Do not execute this form if you are submitting the Dissenting Shareholder Rights form.


PREFERRED “B” BALLOT
CROFF ENTERPRISES, INC. PROXY BALLOT
SPECIAL MEETING, APRIL ___,DECEMBER 21, 2007


Please complete, sign and provide any additional information on this Proxy Statement and return it to the Company by mailing it back prior to APRIL ___,December 21, 2007 in the enclosed envelope.

FOR AGAINST  ABSTAIN 
 

 

 Vote for, against or abstain from approving the proposalon Plan to selldivide Croff Enterprises (“Croff”) and transfer all preferred “B” shareholder assets to a Croff subsidiary corporation, the shares of which subsidiary will be exchanged for principal shareholders preferred “B” shares (67%) or sold for $600,000 with assumption of oil and gas assets and liabilities (33%) to companies owned by Gerald L. Jensen,Croff Oil for the President, with all otherissuance of common shares of Croff Oil payable to Croff Enterprises preferred “B” shareholders to receive two common shares for eachon a one-to-one ratio; and then cancel all Croff preferred “B” share.shares.





      Check here if you plan
        to attend meeting.

   
SIGNATURE


Print Shareholder Name(s) exactly
as they appear on your Certificate:  
  SIGNATUREComplete If Known:
Certificate #:
No. of Shares:    
    
Print Shareholder Name(s) exactly 
as they appear on your Certificate: Complete If Known: 
Certificate #: 
No. of Shares:
 
      
Date   

Do not execute this form if you are submitting the Dissenting Shareholder Rights form.


CROFF ENTERPRISES, INC.
PLAN OF CORPORATE DIVISION AND REORGANIZATION
OCTOBER 25, 2007

Plan of Corporate Division and Reorganization adopted by the Croff Enterprises, Inc. (“Croff”) Board of Directors, pursuant to unanimous approval by resolution of the board of directors on September 27, 2007.

1.0   Name and General Description of Plan.

This Plan of Corporate Division and Reorganization (hereafter the “Plan”), as adopted, involves the creation of a related private Utah corporation to be organized and known as Croff Oil Company (“Croff Oil”).  The Plan calls for the transfer of all preferred “B” pledged assets (oil and gas assets of Croff Enterprises as more particularly set-out in the attached and incorporated Schedule “A”), and liabilities to Croff Oil for the consideration of each existing preferred “B” shareholder of Croff being entitled to receive one restricted common share of Croff Oil for each preferred “B” shares currently held.  Three of the current directors of Croff, Mr. Gerald L. Jensen, Mr. Richard Mandel, Jr. and Mr. Julian D. Jensen have agreed to be named and to serve on the initial interim board of directors for Croff Oil and to designate managment of the new entity primarily from their own membership.  The Croff preferred “B” shares would then be cancelled of record.  Each preferred “B” shareholder would be given a notice of this Plan pursuant to the shareholders list as of November, 2007, and will be afforded an opportunity and request to tender “B” shares for Croff Oil restricted common shares on a one-to-one basis.  All further transfers of preferred “B” shares will be cancelled as of that date.  The Plan also provides, as more particularly set-out below, a provision for future exchange of cancelled preferred “B” shares rights for Croff Oil common shares and subsequent treatment of all preferred “B” shares not exchanged in 2007 to remain as a right to exchange within the designated period of time provided under the Utah statutes.  Croff Enterprises would continue on as a public “shell” corporation seeking various merger or acquisition or other reorganization opportunities.  This Plan of Corporate Division and Reorganization will subsequently be designated for the purposes of this document simply as “The Plan”.  The Plan will become effective and close pursuant to a submitted proxy statement which will be distributed to all shareholders of record for majority approval, along with reelection of the Croff Enterprises Board and ratification of its selection of an independent auditor (“The Proxy”).  Upon majority shareholder approval, the Plan will be immediately effective.  This paragraph is intended to constitute only a general description of the Plan, which is more fully set-out below.

2.0   Dissenting Shareholder Rights.

The Board has determined, in consultation with its legal counsel, that all Croff Enterprises shareholders will be entitled under Utah law, Utah Code Annotated §16-10a-1301-1331, to an opportunity to exercise dissenting shareholder rights under the Utah Code provisions.  In essential terms, these dissenting shareholder rights will include:

·Notice of the Plan.

- 1 -

·A determination to value the Croff preferred “B” shares for cash redemption purposes by the Board at $4.25/share.

·A determination to value the common Croff shares for dissenting shareholder redemption purposes at $1.50/share.

·A preparation and dissemination to all Croff shareholders of a standard form dissenting shareholder notice packet and election form to be included as part of the proxy materials with applicable code provisions attached and as further outlined below.

The Board further understood and includes as part of this Plan its’ understanding that if a Croff shareholder wishes to dissent, the proxy materials should clearly describe that any such shareholder should not vote upon or approve the balance of the Plan dealing with the corporate division, asset transfer and the termination of the preferred “B” shares.  Thereafter, dissenting shareholders may elect to exercise their dissenting shareholder rights for cash which would be paid by Croff within the prescribed time limits and manner under Utah law.  Should any shareholder not agree to the valuation of the preferred “B” and/or common shares determined by the Board, as described above, the shareholder package will describe their right to proffer an alternative valuation and the right of the Croff to either accept and reject such alternative valuation and with an ultimate right to seek judicial determination concerning valuation of the shares.  All of these provisions will be set-out in the dissenting shareholder packet and also include the required provisions under the Utah Code to be attached.  The Board has determined, as part of the Plan, that the president of the company in consultation with legal counsel may prepare the dissenting shareholder package as part of the proxy process without further direct Board review, so long as prepared and distributed in accordance with this Plan.

3.0   Preferred “B” Redemption Rights and Procedures.

As part of the Plan, the Board has determined that the proxy materials will contain a notice and request for preferred “B” shareholders to return their restricted cancelled preferred “B” shares, if not exercising dissenting shareholder rights, in exchange for the Croff Oil restricted common shares.  The common shares will be restricted as they will not be subject to any registration and are believed by the Board, upon consultation with its legal counsel, to be issued pursuant to this reorganization as shares exempt from registration under federal and state law.  Any preferred “B” shares, after the closing of the Plan of Reorganization, shall be exchanged one-to-one without cost to shareholders for restricted common shares of Croff Oil.  However, if “B” preferred shares are not received within a period as prescribed by Utah law for “lost and abandoned” property (generally being a period of five (5) years); Croff may then tender any remaining preferred “B” redemption rights and resulting common shares of Croff Oil to the State of Utah for further notice to shareholders and potential escheat to the State of Utah.  A general notice and description of this process as part of the proxy statement, shall be to be mailed to all shareholders of record, but will not require any further or subsequent notice to shareholders who cannot be found based upon the current official shareholder (common and preferred “B” lists) of Croff as employed for the proxy solicitation.  Reasonable efforts, using online search firms, to find such shareholders will continue, until there is sufficient evidence of not less than two non-deliveries to any shareholder of Croff.

- 2 -

4.0   Adoption of and Implementation the Plan.

This Plan will not be executed until after receiving a majority shareholder approval of both the Croff common and preferred “B” shareholders as more particularly set-out in the intended proxy solicitation.  The Board will separately review and approve by resolution the proxy solicitation to be prepared in accordance with this Plan along with the proxy ballots to be employed and the notice provisions to be utilized.  The Board confers on its president, in consultation with Croff’s legal counsel, the right to organize and file the Articles of Croff Oil Company, to issue shares to be distributed and to sign related documents and to take all other reasonable and necessary steps to implement the Plan consistent with the terms set-out herein without further Board review.

5.0   Board Intent.

It is the intent of the Board by the adoption this Plan to transfer the oil and gas assets to a private entity with the same relative ownership percentage interest of the Croff preferred “B” shareholders as currently exists in Croff Enterprises. The shareholders of Croff Enterprises holding preferred “B” shares would continue to hold their common shares in the same proportion as held previous to the Plan and are not believed to be diluted or otherwise adversely affected by this Plan.  In addition, it is the position of the Board that the transfer of the oil and gas assets may enhance and improve the probability of Croff Enterprises finding more suitable and appropriate merger, acquisition or reorganization candidates to go forward with its intended business purpose of finding such a candidate and in completing a acceptable Plan of Merger, acquisition or other reorganization; but, without any reduction to or diminution of Croff shareholder rights or value in the oil and gas assets or voting control in Croff Enterprises.

It is the further intent of the Board in adopting this Plan that the closing of the Plan of Reorganization be completed and assets transferred legally and beneficially of record as soon as possible after the proxy solicitation and assuming majority approval of such proxy solicitation is obtained.  The President/CEO of the company, Mr. Gerald L. Jensen, will be given broad discretion to notice the closing and to sign all documents or other evidence of transfer or assignment on behalf of Croff Enterprises consistent with the terms and provision of this Plan as previously set-out.  The president, without further Board approval or review, may prepare and have approved all ancillary documents of assignment, transfer and closing, including bills of sale or other provisions consistent with this Plan as approved.

6.0   Distribution of Plan.

This Plan, as signed, shall be deemed fully adopted and is intended to be attached to and be part of the proxy solicitation sent to shareholders of record of Croff Enterprises and may be filed without further board review or approval as one of the exhibits to the proxy solicitation.


- 3 -

7.0   Miscellaneous.

7.1           This Plan shall be applied and construed in accordance with Utah law.

7.2           The president/CEO of Croff shall have broad discretion and authority to implement this Plan and execute such other documents as reasonably consistent with theterms and provisions of this Plan.

7.3           The Plan may also be amended or modified by board approval as may be necessary to the proxy solicitation approval process with a copy of any amendment orsupplement being attached.

7.4           Should there be required any interpretation or application of this Plan, it is theintent of the Board that all terms be given reasonable construction and the Plan beimplemented so far as possible notwithstanding any error in syntax, grammar, gender or other usage, or any conflicting, void or voidable provisions or ambiguity.

7.5           The Plan shall fully incorporate and be subject to all provisions of Utah law,whether specifically cited or not, and its terms shall be deemed amended as necessarywithout further board approval to conform with any Utah statutory provision.

ADOPTED this 25th day of October, 2007.


By the Board of Directors:


/s/ Gerald L. Jensen____________________________
Gerald L. Jensen, Director and Chairman of the Board



/s/ Richard Mandel, Jr.
Richard Mandel, Jr., Director



/s/ Julian D. Jensen_____
Julian D. Jensen, Director


/s/ Harvey Fenster_____
Harvey Fenster, Director
-4-
Schedule A

Summary Description of Croff
Oil and Gas Assets to be Transferred
October 22, 2007


Croff Preferred B Assets


The Croff Preferred B assets shall consist of all tangible and intangible oil and gas assets and liabilities belonging to Croff Enterprises, Inc. These shall include all perpetual mineral interests, all leases, all producing and non-producing wells on those leases, and all intangible rights connected to such properties including the banking accounts for the Preferred B assets and the accounts receivable and other intangible rights and assets in connection therewith, and all liabilities, debts, encumbrances, payables, and liabilities of any nature whatsoever, directly or indirectly connected with the above assets. A list of the wells and counties in which leases are located, constituting substantially all of the existing wells, are attached hereto as Schedule A-1 and Schedule A-2.






Schedule A-1

All leases, all producing and non-producing wells on those leases, and all intangible rights connected to such properties in the following states and counties including but not limited to:

COUNTY
STATE
LAMARAL
LA PLATACO
ROUTTCO
RIO BLANCOCO
WASHINGTONCO
OTSEGOMI
OSCEOLAMI
INGHAMMI
CHEBOYGANMI
DAWSONMT
GLACIERMT
BILLINGSND
BURKEND
MCKENZIEND
MOUNTRAILND
WILLIAMSND
LEANM
RIO ARRIBANM
BEAVEROK
KINGFISHEROK
LE FLOREOK
MAJOROK
WOODWARDOK
MIDLANDTX
DE WITTTX
HARDENTX
NUECESTX
WHARTONTX
CARBONUT
DUCHESNEUT
WASATCHUT
UINTAHUT
LINCOLNWY
SUBLETTEWY
CAMPBELLWY
CROOKWY
NATRONAWY
SUBLETTWY
SWEETWATERWY
CARBONWY


Schedule A-2

All perpetual mineral interests, all leases, all producing and non-producing wells on those leases, and all intangible rights connected to such properties in the following states and counties including but not limited to:

NAME
STATE
COUNTY
WI
NRI
ORRI
RI
BRADFORD E L 19-15
AL
LAMAR
0.0052084
0.0044148
N/A
N/A
BURNS 1-29
CO
WASHINGTON
0.1875
0.1640625
N/A
N/A
LONGKNIFE
CO
WASHINGTON
CRAIG K GU/A/1 APO,2
CO
LA PLATA
N/A
N/A
N/A
0.0035578
CRAIG K GU/A/1 APO,2
CO
LA PLATA
N/A
N/A
N/A
0.0035578
EVERETT JONES GU #1, #2
CO
LA PLATA
N/A
N/A
N/A
0.0009205
EVERETT JONES GU #1, #2
CO
LA PLATA
N/A
N/A
N/A
0.0024427
GROFF GU /A/#2
CO
LA PLATA
N/A
N/A
N/A
0.0022273
GROFF GU /A/SEC 29
CO
LA PLATA
N/A
N/A
N/A
0.0022273
JONES 1-11
CO
ROUTT
0.05
N/A
N/A
N/A
KELLY, ROGER D GU/#1
CO
LA PLATA
N/A
N/A
N/A
0.0023438
KELLY, ROGER D GU/#1
CO
LA PLATA
N/A
N/A
N/A
0.0023438
KELLY, ROGER D GU/#2
CO
LA PLATA
N/A
N/A
N/A
0.0023438
KELLY, ROGER D GU/#2
CO
LA PLATA
N/A
N/A
N/A
0.0023438
LINDNER SLATEN GU/A/1,2
CO
LA PLATA
N/A
N/A
N/A
0.0010326
LINDNER SLATEN GU/A/1,2
CO
LA PLATA
N/A
N/A
N/A
0.0010326
TURNER SECURITIES GU/A#1
CO
LA PLATA
N/A
N/A
N/A
0.0023438
TURNER SECURITIES GU/A#1
CO
LA PLATA
N/A
N/A
N/A
0.0023438
TURNER SECURITIES GU/A#2
CO
LA PLATA
N/A
N/A
N/A
0.0023438
TURNER SECURITIES GU/A#2
CO
LA PLATA
N/A
N/A
N/A
0.0023438
ZELLITTI GU/A 1,2
CO
LA PLATA
N/A
N/A
N/A
0.0023438
ZELLITTI GU/A 1,2
CO
LA PLATA
N/A
N/A
N/A
0.0023438
CHARLTON EAST
MI
OTSEGO
0.0032376
0.0026097
0.0078463
N/A
MARION 1-36
MI
OSCEOLA
0.0081389
0.0067289
N/A
N/A
MARION 2-36
MI
OSCEOLA
0.0019116
0.0015959
N/A
N/A
SCHEFFLER 1-29
MI
INGHAM
0.5225
0.406175
N/A
N/A
ST FOREST 1 14
MI
CHEBOYGAN
0.2
0.175
N/A
N/A
SUNBELT INVESTMENTS 1-28
MI
INGHAM
0.5053125
0.3927688
N/A
N/A
BN A #1
MT
DAWSON
0.0627812
0.0511739
N/A
N/A
BRATCHER FORTHUN 1-5R
ND
-
0.0437507
0.0343713
0.0003685
N/A
BRENNA 42-14
ND
MCKENZIE
0.0625
0.0427734
N/A
N/A
DOLAN 7-28
ND
MOUNTRAIL
N/A
N/A
0.0036562
N/A
GLASS BLUFF UNIT
ND
-
N/A
N/A
N/A
0.0001895
LEE 1-21
ND
-
N/A
N/A
0.0080666
N/A
NOVAK 25-11
ND
MCKENZIE
0.097084
0.079737
N/A
N/A
STENEHJEM L M #1
ND
MCKENZIE
0.0014605
0.001209
N/A
N/A
HAGER #1
NM
LEA
N/A
0.0046875
N/A
N/A
HAGER #1
NM
LEA
0.0058594
0.0046875
N/A
N/A
SAN JUAN 29-7 63C-DK
NM
RIO ARRIBA
N/A
N/A
0.000375
N/A
SAN JUAN 29-7 DAKOTA TR 2
NM
RIO ARRIBA
N/A
N/A
0.003
N/A
SAN JUAN 29-7 DK: TR 11 GAS
NM
RIO ARRIBA
N/A
N/A
0.003
N/A
SAN JUAN 29-7 DK: TR 11 OIL
NM
RIO ARRIBA
N/A
N/A
0.005
N/A
SAN JUAN 29-7 FRT COAL TR 11
NM
RIO ARRIBA
N/A
N/A
0.005
N/A
SAN JUAN 29-7 FRT COAL TR 2
NM
RIO ARRIBA
N/A
N/A
0.005
N/A
SAN JUAN 29-7 MESAVERDE TR 11
NM
RIO ARRIBA
N/A
N/A
0.005
N/A
SAN JUAN 29-7 MESAVERDE TR 2
NM
RIO ARRIBA
N/A
N/A
0.005
N/A
SAN JUAN 29-7 PC: TR 11
NM
RIO ARRIBA
N/A
N/A
0.005
N/A

SAN JUAN 29-7 PC: TR 2
NM
RIO ARRIBA
N/A
N/A
0.005
N/A
SAN JUAN 29-7 UNIT 82B-DK GAS
NM
RIO ARRIBA
N/A
N/A
0.0015124
N/A
SAN JUAN 29-7 UT 155
NM
RIO ARRIBA
N/A
N/A
0.0025
N/A
SAN JUAN 29-7 UT 37A
NM
RIO ARRIBA
N/A
N/A
0.00375
N/A
SAN JUAN 29-7 UT 67A
NM
RIO ARRIBA
N/A
N/A
0.0075
N/A
SAN JUAN 29-7 UT NP 561
NM
RIO ARRIBA
N/A
N/A
0.0011875
N/A
DICKERSON 1-34
OK
WOODWARD
0.3013683
0.2563415
N/A
N/A
DUNCAN 1-21
OK
LA FLORE
0.3294784
0.243857
N/A
N/A
DUNCAN 2-21
OK
LA FLORE
0.49
0.3601383
N/A
N/A
DURFEY 1-14
OK
BEAVER
0.0693359
0.0579253
N/A
N/A
HARPER 1-20
OK
WOODWARD
0.1301756
0.0945202
N/A
N/A
ISAAC 1-7
OK
BEAVER
0.0231193
0.0174695
N/A
N/A
MILLER 1-29
OK
WOODWARD
0.1631522
0.1255946
N/A
0.000883
MILLER OSWEGO 1-29
OK
WOODWARD
0.1871843
0.1443242
N/A
0.000883
MUEGGENBORG 1C
OK
KINGFISHER
0.4331419
0.32995
N/A
N/A
OLSON 1-24
OK
MAJOR
0.0255
0.0223803
N/A
N/A
KEISHA #1
TX
-
0.005
0.004375
N/A
N/A
KEISHA #1
TX
-
N/A
0.004375
N/A
N/A
KRIS #1
TX
-
0.01
0.00875
N/A
N/A
KRIS #1
TX
-
N/A
0.00875
N/A
N/A
LAY A
TX
MIDLAND
N/A
0.0031641
N/A
N/A
LAY A
TX
MIDLAND
0.0031641
0.0031641
N/A
N/A
LAY B #1
TX
MIDLAND
N/A
0.0031641
N/A
N/A
LAY B #1
TX
MIDLAND
0.0031641
0.0031641
N/A
N/A
PATOS GAS UNIT #1
TX
-
N/A
N/A
0.0052119
N/A
PICA D-1
TX
-
0.1
0.075
N/A
N/A
STRAWN #1
TX
-
0.01
0.0075
N/A
N/A
ALEX MUELLER
TX
DE WITT
0.6
N/A
N/A
N/A
MARY KORTH
TX
DE WITT
0.6
N/A
N/A
N/A
RESPONDEK#1
TX
DE WITT
0.6
N/A
N/A
N/A
WEISCHWILL #1
TX
DE WITT
0.6
N/A
N/A
N/A
WIGGINS, A C
TX
DE WITT
0.2446229
0.1755179
N/A
N/A
WILSON EST 1
TX
-
0.063
0.04725
N/A
N/A
ALBERT SMITH 2-8C5
UT
DUCHESNE
N/A
N/A
N/A
0.000684
BELCHER 2-33B4
UT
DUCHESNE
N/A
N/A
N/A
0.003277
BISEL GURR 1-11A1
UT
UINTAH
N/A
N/A
N/A
0.0002787
BISEL GURR 2-11A1
UT
UINTAH
N/A
N/A
N/A
0.0002787
BLEAZARD 2-18 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0018187
BODRERO 1-15B3
UT
DUCHESNE
N/A
N/A
N/A
0.0003906
BODRERO 2-15B3
UT
DUCHESNE
N/A
N/A
N/A
0.0003906
BOLTON 2-29A1E
UT
UINTAH
N/A
N/A
N/A
0.0005951
BOREN 1-14A2
UT
DUCHESNE
N/A
N/A
N/A
0.000897
BOREN 1-24A2
UT
DUCHESNE
N/A
N/A
N/A
0.000256
BOREN 3-11A2
UT
DUCHESNE
N/A
N/A
N/A
0.000897
BOREN 3-15A2
UT
DUCHESNE
N/A
N/A
N/A
0.001025
BOREN 4-23A2
UT
DUCHESNE
N/A
N/A
N/A
0.001547
BOREN 4-9A2
UT
DUCHESNE
N/A
N/A
N/A
0.0007291
BOREN 5-22A2
UT
DUCHESNE
N/A
N/A
N/A
0.002243
BOWEN BASTIAN 1-14
UT
UINTAH
N/A
N/A
N/A
0.0004052
BOWMAN 5-5A2
UT
DUCHESNE
N/A
N/A
N/A
0.0014475
BROTHERSON 2-10 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0012153
BROTHERSON 2-22 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0006076
BROTHERSON 2-2B5
UT
DUCHESNE
N/A
N/A
N/A
0.0006222
BROTHERSON 2-35B5
UT
DUCHESNE
N/A
N/A
N/A
0.0002886
CHANDLER 2-5B4
UT
DUCHESNE
N/A
N/A
N/A
0.0004361

CHANDLER UNIT 1-5 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0004361
CHAPMAN 2-4B2
UT
DUCHESNE
N/A
N/A
N/A
0.001946
CHRISTENSEN 2-29A4
UT
DUCHESNE
N/A
N/A
N/A
0.0004559
CHRISTENSEN 2-8B3
UT
DUCHESNE
N/A
N/A
N/A
0.0009398
CLYDE MURRAY 1-2A2
UT
DUCHESNE
0.0036253
0.0031721
N/A
0.0013654
CORNABY 2-14A2 (RECOMP)
UT
DUCHESNE
N/A
N/A
N/A
0.000897
COX 2-36A2
UT
DUCHESNE
N/A
N/A
N/A
0.002535
CROOK UNIT 1-6B4
UT
DUCHESNE
N/A
N/A
N/A
0.0004735
CWU
UT
UINTAH
N/A
N/A
0.0021375
N/A
CWU
UT
UINTAH
N/A
N/A
0.0021375
N/A
DASTRUP 2-30A3
UT
DUCHESNE
N/A
N/A
N/A
0.000346
DAVID 3-7B2
UT
DUCHESNE
N/A
N/A
N/A
0.0013072
DILLMAN 2-28A2
UT
DUCHESNE
N/A
N/A
N/A
0.001828
DOYLE UNIT 1-10 B3
UT
DUCHESNE
N/A
N/A
N/A
0.000647
DR LONG 2-19A1E
UT
UINTAH
N/A
N/A
N/A
0.0008878
DUMP 2-20 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0005127
DUNCAN 3-1A2-K
UT
DUCHESNE
N/A
N/A
N/A
0.0007433
DUNCAN 4-2A2
UT
DUCHESNE
0.0037207
0.0039435
N/A
N/A
ELLSWORTH 1-20 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0024305
ELLSWORTH 2-16 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0009115
ELLSWORTH 2-17 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0018229
ELLSWORTH 2-19 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0035257
ELLSWORTH 2-8B4
UT
DUCHESNE
N/A
N/A
N/A
0.00227
ELLSWORTH 2-9B4-K
UT
DUCHESNE
N/A
N/A
N/A
0.0009114
ELLSWORTH 3-20B4
UT
DUCHESNE
N/A
N/A
N/A
0.0024305
ELLSWORTH UNIT 1-16 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0009114
ELLSWORTH UNIT 1-17 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0018229
ELLSWORTH UNIT 1-8 B4
UT
DUCHESNE
N/A
N/A
N/A
0.00227
ELLSWORTH UNIT 1-9 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0009114
FARNSWORTH 1-7B4
UT
DUCHESNE
N/A
N/A
N/A
0.0006073
FARNSWORTH 2-7 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0006073
FARNSWORTH UNIT 1-12 B5
UT
DUCHESNE
N/A
N/A
N/A
0.0003038
FARNSWORTH UNIT 1-13 B5
UT
DUCHESNE
N/A
N/A
N/A
0.0002986
FEE 14-05
UT
DUCHESNE
N/A
N/A
0.0005208
N/A
GALLOWAY 1-14B2
UT
DUCHESNE
N/A
N/A
N/A
0.000513
GALLOWAY 1-14B2
UT
DUCHESNE
0.0379783
0.0327894
N/A
N/A
GOODRICH 2-2B3
UT
DUCHESNE
N/A
N/A
N/A
0.0025505
GOODRICH ENTERPRISE 1-2
UT
DUCHESNE
N/A
N/A
N/A
0.0025504
GRIFFITH 1-33B4
UT
DUCHESNE
N/A
N/A
N/A
0.003277
HAMBLIN 2-26A2
UT
DUCHESNE
N/A
N/A
N/A
0.000482
HANSEN 1-16B3
UT
DUCHESNE
N/A
N/A
N/A
0.0011961
HANSEN 1-23B3
UT
DUCHESNE
N/A
N/A
N/A
0.0010254
HANSEN 1-24 B3
UT
DUCHESNE
N/A
N/A
N/A
0.0012817
HANSON 2-9 B3-R
UT
DUCHESNE
N/A
N/A
N/A
0.0009399
HANSON TRUST 1-5 B3
UT
DUCHESNE
N/A
N/A
N/A
0.0010263
HANSON TRUST 2-5 B3
UT
DUCHESNE
N/A
N/A
N/A
0.001026
HORROCKS 2-5B1E
UT
DUCHESNE
N/A
N/A
N/A
0.0003438
HUNT 1-21 B4
UT
DUCHESNE
N/A
N/A
N/A
0.0018229
HUNT 2-21B4
UT
DUCHESNE
N/A
N/A
N/A
0.0018229
IORG 2-10B3
UT
DUCHESNE
N/A
N/A
N/A
0.000647
J. ROBERTSON 1-1-B1
UT
UINTAH
N/A
N/A
N/A
0.001757
JENKINS 2-1 B3-R
UT
DUCHESNE
N/A
N/A
N/A
0.0014513
JENKINS 2-12 B3-R
UT
DUCHESNE
N/A
N/A
N/A
0.0013448
JENKINS UNIT 1-1 B3
UT
DUCHESNE
N/A
N/A
N/A
0.0014514

JESSEN 1-17A4
UT
DUCHESNE
N/A
N/A
N/A
0.002539
JESSEN 2-21 A 4
UT
DUCHESNE
N/A
N/A
N/A
0.003125
JOHN 2-3B2
UT
DUCHESNE
N/A
N/A
N/A
0.001945
JOHN 2-7B2
UT
DUCHESNE
N/A
N/A
N/A
0.001307
LABRUM 2-23A2
UT
DUCHESNE
N/A
N/A
N/A
0.001547
LAMB 2 16A2
UT
DUCHESNE
N/A
N/A
N/A
0.000677
LAMICQ 1-20A2
UT
DUCHESNE
N/A
N/A
N/A
0.004075
LAMICQ 2-20A2
UT
DUCHESNE
N/A
N/A
N/A
0.004075
LAMICQ 2-5 B2
UT
DUCHESNE
N/A
N/A
N/A
0.0012866
LAMICQ 2-6B1
UT
DUCHESNE
N/A
N/A
N/A
0.001158
LAMICQ ROBERTSON 1-1B2
UT
DUCHESNE
N/A
N/A
N/A
0.001443
LAMICQ ROBERTSON 2-1B2
UT
DUCHESNE
N/A
N/A
N/A
0.001443
LAMICQ URRUTY 3-17A2
UT
DUCHESNE
N/A
N/A
N/A
0.001746
LAMICQ URRUTY 4-17A2
UT
DUCHESNE
N/A
N/A
N/A
0.001746
LAMICQ URRUTY 4-5A2
UT
DUCHESNE
N/A
N/A
N/A
0.001411
LANDY 1-30A1E
UT
UINTAH
N/A
N/A
N/A
0.0008878
LANDY 2-30A1E
UT
UINTAH
N/A
N/A
N/A
0.0008878
LAZY 2-11B3
UT
DUCHESNE
N/A
N/A
N/A
0.000647
LINMAR 1-19B2
UT
DUCHESNE
N/A
N/A
N/A
0.0024473
LORANGER 2-24A2
UT
DUCHESNE
N/A
N/A
N/A
0.000256
LORANGER 6-22A2
UT
DUCHESNE
N/A
N/A
N/A
0.002243
MCFARLANE 1-4D6
UT
DUCHESNE
N/A
N/A
N/A
0.0004549
MECCA 2-8A2
UT
DUCHESNE
N/A
N/A
N/A
0.0024806
MECHAM, VIRGIL B 1-11A2
UT
DUCHESNE
N/A
N/A
N/A
0.000897
MEEKS 3-8B3
UT
DUCHESNE
N/A
N/A
N/A
0.0009399
MILES 2-1B5
UT
DUCHESNE
N/A
N/A
N/A
0.0008366
MONSEN 2-22 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0011393
MONSEN 3-27A3
UT
DUCHESNE
N/A
N/A
N/A
0.0006494
MONSEN UNIT 1-21 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0003418
MURDOCK 2-34 B5-R
UT
DUCHESNE
N/A
N/A
N/A
0.0001104
MURRAY 3-2A2
UT
DUCHESNE
0.0036253
0.0036253
N/A
0.0009122
NELSON 1-31A1E
UT
UINTAH
N/A
N/A
N/A
0.0016452
OMAN 2-32A4
UT
DUCHESNE
N/A
N/A
N/A
0.0009113
OWL 3-17C5
UT
DUCHESNE
N/A
N/A
N/A
0.0005127
PEARSON 2-11B2
UT
DUCHESNE
N/A
N/A
N/A
0.000684
POTTER 1-2 B5
UT
DUCHESNE
N/A
N/A
N/A
0.0006222
POTTER 2-6B4
UT
DUCHESNE
N/A
N/A
N/A
0.0004735
POWELL 2-33 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0013776
PRESCOTT 1-35Z1
UT
UINTAH
0.005354
0.0053306
N/A
N/A
R LLOYD 1-24A1E
UT
UINTAH
N/A
N/A
N/A
0.0019916
REARY 2-17A3
UT
DUCHESNE
N/A
N/A
N/A
0.0005024
RHOADES MOON 1-35B5
UT
DUCHESNE
N/A
N/A
N/A
0.0002928
ROBB 2-29 B5-R
UT
DUCHESNE
N/A
N/A
N/A
0.0002991
ROBERTSON UTE ST 1-12B1
UT
UINTAH
N/A
N/A
N/A
0.001538
RUDY UNIT 1-11 B3
UT
DUCHESNE
N/A
N/A
N/A
0.000647
RUST 3-4 B3
UT
DUCHESNE
N/A
N/A
N/A
0.0021724
RUST UNIT 1-4 B3
UT
DUCHESNE
N/A
N/A
N/A
0.0021724
SAM H U MONGUS 1-15A1
UT
DUCHESNE
0.0005469
0.0005469
N/A
0.0001025
SAM HOUSTON 24-4
UT
UINTAH
N/A
N/A
0.000875
N/A
SHRINERS 2-10C5
UT
DUCHESNE
1.473019
1.473
SLB 1-35A1
UT
DUCHESNE
N/A
N/A
N/A
0.000234
SMB UNIT 1-10A2
UT
DUCHESNE
N/A
N/A
N/A
0.000128
SMITH 1-31 B5
UT
DUCHESNE
N/A
N/A
N/A
0.0006836
SMITH, ALBERT 1-8C5
UT
DUCHESNE
N/A
N/A
N/A
0.000684
SQUIRES 3-8A2
UT
DUCHESNE
N/A
N/A
N/A
0.0024806
STATE 1-10A2
UT
DUCHESNE
N/A
N/A
N/A
0.000128

STEVENSON 3-29A3
UT
DUCHESNE
N/A
N/A
N/A
0.0011108
SUNDANCE 4 15A2 (BOREN)
UT
DUCHESNE
N/A
N/A
N/A
0.001025
SWYKES 2 21A2
UT
DUCHESNE
N/A
N/A
N/A
0.002433
TAYLOR, MAUREL FEE 1-36A2
UT
DUCHESNE
N/A
N/A
N/A
0.002535
TEW 1-1 B5
UT
DUCHESNE
N/A
N/A
N/A
0.0008365
TEW 1-15 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0008373
TODD 2-21A3
UT
DUCHESNE
N/A
N/A
N/A
0.0003418
UTE 1-29A1E
UT
UINTAH
N/A
N/A
N/A
0.0008168
UTE 1-30Z1
UT
DUCHESNE
0.0027255
0.0027255
N/A
N/A
UTE 3-12B3
UT
DUCHESNE
N/A
N/A
N/A
0.0013448
WADE COOK 2-14
UT
UINTAH
N/A
N/A
N/A
0.0004053
WALKER 1-14A1E
UT
UINTAH
N/A
N/A
N/A
0.0016063
WHITEHEAD 1-22 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0011393
WINKLER 2-28 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0006836
WINKLER, DUNCAN 1-28 A3
UT
DUCHESNE
N/A
N/A
N/A
0.0006836
WISSE 3-35A2
UT
DUCHESNE
N/A
N/A
N/A
0.0020508
YOUNG 2-15A3
UT
DUCHESNE
N/A
N/A
N/A
0.0008373
ANDERSON CANYON 10-29
WY
LINCOLN
0.0015
0.0012825
N/A
N/A
ANDERSON CANYON 11-29
WY
LINCOLN
0.0015
0.0012825
N/A
N/A
ANDERSON CANYON 20-29
WY
LINCOLN
N/A
N/A
0.0003938
N/A
ANDERSON CANYON 22-29
WY
LINCOLN
ANDERSON CANYON 41-29
WY
LINCOLN
ASH FIELD MINNELUSA UNIT
WY
-
0.0248114
0.04125
N/A
N/A
HANSON FED 20-01
WY
SUBLETTE
0.0075
0.0060375
N/A
N/A
KUEHNE RANCH UNIT SE
WY
CAMPBELL
0.0018064
0.0013773
0.0001083
N/A
KUEHNE RANCH UNIT SE
WY
CAMPBELL
0.0018064
0.0013773
0.0001083
N/A
LOST SOLDIER TR 9
WY
SWEETWATER
N/A
N/A
0.0001094
N/A
MAHONEY DOME UNIT
WY
CARBON
N/A
N/A
0.0006837
N/A
RENTUER 1-32
WY
CAMPBELL
N/A
0.1299744
N/A
N/A
RENTUER 1-32
WY
CAMPBELL
0.1299744
0.1069438
N/A
N/A
WOLF DRAW UNIT 41-24
WY
-
0.0001023
-
N/A
N/A







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