TherapeuticsMD, Inc.

Regulatory Filings • Dec 11, 2007

DEFA14A 1 a121175defa14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

| Filed
by the
Registrant x | |
| --- | --- |
| Filed
by a Party other than the
Registrant o | |
| Check
the appropriate box: | |
| o | Preliminary
Proxy Statement |
| o | Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
| o | Definitive
Proxy Statement |
| x | Definitive
Additional Materials |
| x | 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)

| Payment
of Filing Fee (Check the appropriate box): — o | No
fee required. | |
| --- | --- | --- |
| o | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. | |
| | (1) | Title
of each class of securities to which transaction
applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |
| x | Fee
paid previously with preliminary materials. | |
| o | Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing. | |
| | (1) | Amount
Previously Paid: |
| | (2) | Form,
Schedule or Registration Statement No.: |
| | (3) | Filing
Party: |
| | (4) | Date
Filed: |
| | | Persons
who are to respond to the collection of information contained in
this form
are not required to respond unless the form displays a currently
valid OMB
control number. |

COMMON SHARE BALLOT

CROFF ENTERPRISES, INC. PROXY BALLOT

SPECIAL MEETING, 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 December 21, 2007 in the enclosed envelope.

| FOR |
| --- |
| Election
of all 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
Mr.
Gerald L. Jensen
Mr.
Richard Mandel
Mr.
Julian D. Jensen
Mr.
Harvey Fenster

OTHER MATTERS

| FOR |
| --- |
| Vote
on Plan to divide Croff Enterprises (“Croff”) and transfer all oil and gas
assets and liabilities to Croff Oil, Inc. for the issuance of common
shares of Croff Oil, Inc. payable to Croff Enterprises preferred
“B”
shareholders on a one-to-one ratio; and then cancel all Croff preferred
“B” shares. |
| Vote
on ratifying the Independent Auditor, Ronald Chadwick,
C.P.A. |
| Vote
to increase the Class “A” authorized preferred shares from 5 million to 10
million shares, no par. |
| Vote
to increase the Common shares from 20 million to 100 million 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.