UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934
                    For the Period Ended September 30, 2007

                                       or

[ ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934 For the Transition Period From __________to_________.

                        Commission file number 000-22847

                              AMEN Properties, Inc.
                              ---------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

Delaware                                                    54-1831588
----------------                                            ------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                         303 W. Wall Street, Suite 2300
                                Midland, TX 79701
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (432-684-3821)
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter periods that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes     | X |        No   |    |

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

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.      Yes   |   |     No   |   |

                      Applicable Only to Corporate Issuers

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:

Common Stock, $ .01 Par Value: 3,713,789 shares outstanding as of October 18,
2007.

Transitional Small Business Disclosure Format (check one): Yes  | X |  No  |   |


<PAGE>

<TABLE>
<CAPTION>

                                      INDEX

<S>              <C>                                                                      <C>
Part I.   FINANCIAL INFORMATION                                                           PAGE

Item 1.   Consolidated Financial Statements

          Consolidated Balance Sheet at September 30, 2007 (Unaudited)                       1

          Consolidated Statements of Income--for the three and nine months ended
          September 30, 2007 and 2006 (Unaudited)                                            2

          Consolidated Statements of Cash Flows-- for the nine months ended
          September 30, 2007 and 2006 (Unaudited)                                            3

          Notes to Consolidated Financial Statements (Unaudited)                             4

Item 2.   Management's Discussion and Analysis or Plan of Operation                         21

Item 3.   Controls and Procedures                                                           25

Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                                 26

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds                       26

Item 3    Defaults Upon Senior Securities                                                   26

Item 4    Submission of Matters to a Vote of Security Holders                               26

Item 5    Other Information                                                                 26

Item 6    Exhibits                                                                          26

Signatures                                                                                  30

Exhibits

          11.     Computation of Earnings Per Share
          31.1    Certification of Chief Executive Officer.
          31.2    Certification of Chief Financial Officer.
          32.1    Certification of Chief Executive Officer Pursuant to 18 USC  ss. 1350.
          32.2    Certification of Chief Financial Officer Pursuant to 18 USC ss. 1350.
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<TABLE>
<CAPTION>

                     AMEN Properties, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2007
                                   (Unaudited)



                                     ASSETS

    <S>                                                                             <C>               <C>
CURRENT ASSETS
   Cash and Cash Equivalents (notes A3 and E)                            $       2,596,101
   Accounts Receivable, net of Allowance of $12,865 (note A6)                    1,999,457
   Other Current Assets, net of Allowance of $233,000 (note A7)                    149,435
                                                                            ---------------
       Total Current Assets                                                                 $       4,744,993

RESTRICTED CASH EQUIVALENTS (note E)                                                                2,197,000

PROPERTY and EQUIPMENT (note F)                                                                       163,043

INVESTMENT IN REAL ESTATE (notes C and G)                                                           2,290,303

ROYALTY INTERESTS, at cost net of Accumulated Depletion (note H)                                      127,271

LONG-TERM INVESTMENTS (note I)                                                                      3,442,434

OTHER ASSETS
   Goodwill (see note B)                                                         2,916,085
   Deposits and Other Assets (note J)                                              508,981
                                                                            ---------------
       Total Other Assets                                                                           3,425,066
                                                                                               ---------------
           TOTAL ASSETS                                                                     $      16,390,110
                                                                                               ===============

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts Payable                                                      $         919,286
   Investment Margin Account Payable (note I)                                    1,251,205
   Accrued Liabilities (note K)                                                    898,260
   Current Portion of Non-Related Party Long-Term Obligations (note M)             113,183
   Current Portion of Related Party Long-Term Obligations (note M)                 384,856
   Deferred Revenue (note A14)                                                      64,559
                                                                            ---------------
       Total Current Liabilities                                                            $       3,631,349

LONG-TERM OBLIGATIONS
   Non-Related Party (note M)                                                      760,225
   Related Parties (notes M and N)                                               1,994,754
                                                                            ---------------
       Total Long-Term Obligations                                                                  2,754,979

MINORITY INTEREST (note A16)                                                                           22,553

COMMITMENTS and CONTINGENCIES (note O)                                                                     --

STOCKHOLDERS' EQUITY (note P)
   Common Stock - $0.01 Par Value - 20,000,000 shares authorized
     3,713,789 Shares Issued and Outstanding (note A17)                             37,138
   Additional Paid-In Capital                                                   45,064,991
   Accumulated Deficit                                                        (35,063,426)
   Accumulated Other Comprehensive Income (Loss)                                  (57,474)
                                                                            ---------------
       Total Stockholders' Equity                                                                   9,981,229
                                                                                               ---------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $      16,390,110
                                                                                               ===============

 The accompanying summary of accounting policies and footnotes are an integral part of these consolidated
                                          financial statements.
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                                       1
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<TABLE>
<CAPTION>

                                  AMEN Properties, Inc. and Subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                               (Unaudited)


                                                   For the Three Months Ended    For the Nine Months Ended
                                                         September 30,                  September 30,
                                                   --------------------------    ----------------------------
                                                     2007            2006           2007             2006
                                                   ----------     -----------    ------------     -----------
         <S>                                          <C>             <C>            <C>              <C>
Operating Revenue (note A18):
   Rental Revenue (note C)                     $          --   $     834,128  $           --   $   2,418,702
   Energy Management Fees (note B)                 1,218,381         809,217       3,069,625       1,486,023
   Retail Electricity Revenue                      3,171,945       1,956,012       8,146,175       8,516,667
                                                   ----------     -----------    ------------     -----------

       Total Operating Revenue                     4,390,326       3,599,357      11,215,800      12,421,392
                                                   ----------     -----------    ------------     -----------

Operating Expenses:
   Cost of Goods and Services                      3,180,410       1,934,621       7,404,448       7,818,782
   Rental Property Operations                             --         631,300              --       1,652,483
   General and Administrative                        903,881         539,056       2,450,249       1,272,789
   Depreciation, Amortization and Depletion           38,999         112,022          68,519         319,357
   Corporate Tithing                                  36,186              --         157,569              --
                                                   ----------     -----------    ------------     -----------

       Total Operating Expenses                    4,159,476       3,216,999      10,080,785      11,063,411
                                                   ----------     -----------    ------------     -----------

Income from Operations                               230,850         382,358       1,135,015       1,357,981
                                                   ----------     -----------    ------------     -----------

Other (Expense) Income
   Interest Income                                   106,312          61,023         247,479         169,839
   Interest Expense                                 (89,048)       (343,344)       (220,478)       (690,211)
   Gain on Sale of Investments (note C)                   --       1,405,495              --       1,405,495
   Equity Income From Real Estate Investment           8,908              --          81,627              --
   Other Income                                       20,956       (209,399)          50,789       (299,451)
                                                   ----------     -----------    ------------     -----------

       Total Other (Expense) Income                   47,128         913,775         159,417         585,672
                                                   ----------     -----------    ------------     -----------

Income Before Income Taxes
and Minority Interest                                277,978       1,296,133       1,294,432       1,943,653

Income Taxes (note A13)                                   --              --              --              --

Minority Interest                                         --         (3,547)             900        (60,256)
                                                   ----------     -----------    ------------     -----------

NET INCOME                                     $     277,978   $   1,292,586  $    1,295,332   $   1,883,397
                                                   ==========     ===========    ============     ===========

Net Income Per Common Share - Basic            $         .10   $         .56  $          .77   $         .84
                                                   ==========     ===========    ============     ===========

Net Income per Common Share - Diluted          $         .07   $         .35  $          .51   $         .51
                                                   ==========     ===========    ============     ===========

Weighted Average Number of Common Shares
Outstanding - Basic                                2,755,031       2,290,589       2,447,104       2,247,938

Weighted Average Number of Common Shares
Outstanding - Diluted                              3,708,932       3,723,950       3,692,820       3,681,299

Other Comprehensive Income:
   Net Income                                  $     277,978   $   1,292,586  $    1,295,332   $   1,883,397
   Unrealized Gain / (Loss) on Investment           (56,176)              --        (57,474)              --
                                                   ----------     -----------    ------------     -----------
   Comprehensive Income                        $     221,802   $   1,292,586  $    1,237,858   $   1,883,397
                                                   ==========     ===========    ============     ===========

 The accompanying summary of accounting policies and footnotes are an integral part of these consolidated
                                          financial statements.
</TABLE>


                                       2
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<TABLE>
<CAPTION>

                                  AMEN Properties, Inc. and Subsidiaries
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 For the Nine Months Ended September 30,
                                               (Unaudited)

                                                                                 2007               2006
                                                                            ---------------    ---------------
        <S>                                                                       <C>                <C>
Cash Flows from Operating Activities
   Net Income                                                            $       1,295,332  $       1,883,397
   Adjustments to Reconcile Net Income to Net Cash Provided By
   Operating Activities:
       Depreciation, Amortization and Depletion                                     68,519            319,357
       Gain on Sale of Investments                                                      --        (1,405,495)
       Equity Income from Real Estate Investment                                  (81,627)                 --
       Minority Interest                                                             (900)             60,256
   Changes in Operating Assets and Liabilities:
       Accounts Receivable                                                       (600,225)            381,401
       Allowance for Doubtful Accounts                                             207,124             16,163
       Other Receivables                                                         (350,809)                 --
       Deposits and Other Assets                                                     8,817            117,280
       Deferred Costs                                                                   --             30,692
       Accounts Payable                                                            323,997          (530,342)
       Accrued and Other Liabilities                                               304,621            161,417
       Deferred Revenue                                                             33,774           (52,086)
                                                                            ---------------    ---------------

   Net Cash Provided By Operating Activities                                     1,208,623            982,040
                                                                            ---------------    ---------------

Cash Flows from Investing Activities:
   Purchase of Property and Equipment                                             (83,014)          (402,704)
   Investment in Real Estate                                                     (478,491)            283,152
   Increase in Restricted Cash Equivalents                                              --          (625,736)
   Sales and Maturity of Investments                                                    --          2,100,000
   Increase in Long Term Investments                                           (2,186,354)                 --
   Net Cash Used in Acquisition of Cogdill Enterprises, Inc.                       (6,000)                 --
   Repayments of Notes Receivable                                                       --             50,000
                                                                            ---------------    ---------------

   Net Cash (Used in) Provided By Investing Activities                         (2,753,859)          1,404,712
                                                                            ---------------    ---------------

Cash Flows from Financing Activities:
   Repayments of Long-Term Obligations                                           (353,371)        (2,354,887)
   Net Proceeds from Exercised Warrants                                             37,500            337,495
   Minority Interest Distributions                                                      --           (36,536)
                                                                            ---------------    ---------------

   Net Cash Used In Financing Activities                                         (315,871)        (2,053,928)
                                                                            ---------------    ---------------

Net (Decrease) / Increase in Cash and Cash Equivalents                         (1,861,107)            332,824
                                                                            ---------------    ---------------
Cash and Cash Equivalents at Beginning of Period                                 4,457,208          2,104,428
                                                                            ---------------    ---------------
Cash and Cash Equivalents at End of Period                               $       2,596,101  $       2,437,252
                                                                            ===============    ===============

Non-Cash Investing and Financing Activities:
   Unrealized Loss on Marketable Securities                              $        (57,474)                 --
   Effective April 1, 2006 the Company acquired 100% of Priority Power
   Management and assumed a note payable to sellers                                     --  $       3,230,051
   On September 27, 2006 the Company distributed certain net assets to
   minority interest holders (note C)                                                   --            369,250
   Long Term Investment Financed with Margin Account                             1,251,205                 --
   Effective August 31, 2007 the Company acquired 100% of Cogdill
   Enterprises, Inc. and assumed a note payable to sellers                         456,740                 --
   Effective August 31, 2007 the Company acquired 100% of Cogdill
   Enterprises, Inc. and acquired contract rights                                (456,740)                 --
   Issuance of common stock for compensation                                      (71,336)                 --

The accompanying summary of accounting policies and footnotes are an integral part of these consolidated
                                         financial statements.
</TABLE>


                                       3
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007


NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1. Organization

     Effective October 2002, AMEN formed NEMA Properties, LLC ("NEMA"), a Nevada
     limited liability company; AMEN Minerals, LP ("Minerals"), a Delaware
     limited partnership; and AMEN Delaware, LP ("Delaware"), a Delaware limited
     partnership, to pursue acquisitions as authorized by stockholders on
     September 19, 2002. AMEN Properties, Inc. and Subsidiaries is a
     self-administered and self-managed Delaware corporation. Effective July
     2004, AMEN Properties, Inc. and Subsidiaries and affiliates (collectively
     referred to as the "Company") formed W Power and Light, LP ("W Power"), a
     Delaware limited partnership to enter into the retail electricity market in
     Texas. Effective April 1, 2006, AMEN Properties acquired 100% of Priority
     Power Management, Ltd. a Texas limited partnership, and Priority Power
     Management, Dallas, Ltd. a Texas limited partnership, (collectively
     referred to as "Priority Power"). Priority Power is primarily involved in
     providing energy management services and the Company believes that Priority
     Power's business is complimentary to the retail electricity provider
     business conducted by the Company's subsidiary W Power.

     The Company's business purpose is to acquire strong cash-flowing businesses
     or assets in energy-related industries. As of March 31, 2007, the Company,
     through Delaware's investment in a real estate joint venture, has a
     commercial real estate portfolio consisting of an ownership of
     approximately 18% in two office properties located in Midland, Texas
     comprising an aggregate of approximately 428,560 square feet of gross
     leasable area. Through its investment in Minerals, AMEN has acquired an
     investment interest in an oil and gas royalty trust and other oil and gas
     royalties. Through the Company's investment in W Power, Amen entered the
     retail electricity market in the state of Texas. On April 1, 2006, the
     Company, through it's investment in Priority Power, began aggregating
     electric consumers and negotiating power prices on their behalf with retail
     electric providers. The real estate operations of the Company are primarily
     conducted through Delaware of which AMEN is the sole general partner; the
     retail electricity operations are primarily conducted through W Power of
     which Amen is the sole general partner; the aggregation of electric
     consumers is primarily conducted through Priority Power of which Amen is
     the sole general partner.

     2. Basis of Presentation

     The consolidated financial statements include the accounts of the Company
     and its majority-owned/controlled subsidiaries and affiliates.
     Inter-company balances and transactions have been eliminated.

     Management uses estimates and assumptions in preparing the consolidated
     financial statements in accordance with accounting principles generally
     accepted in the United States of America. Those estimates and assumptions
     affect the reported amounts of assets, liabilities, revenues and expenses
     in the consolidated financial statements, and the disclosure of contingent
     assets and liabilities. Actual results could differ from these estimates.


                                       4
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


     3. Cash Equivalents

     The Company considers cash on hand, cash on deposit in banks, money market
     mutual funds and highly liquid debt instruments purchased with a maturity
     of three months or less to be a cash equivalent.

     4. Investments

     The Company invests in U.S. government bonds and treasury notes, municipal
     bonds, certificates of deposit, corporate bonds and other securities.
     Investments with original maturities greater than three months but less
     than twelve months from the balance sheet date are short-term investments.
     Those investments with original maturities greater than twelve months from
     the balance sheet date are long-term investments.

     The Company's marketable securities are classified as available-for-sale as
     of the balance sheet date, and are reported at fair value with unrealized
     gains and losses, net of tax, recorded in stockholders' equity. Realized
     gains or losses and permanent declines in value, if any, on
     available-for-sale investments are reported in other income or expense as
     incurred.

     5. Fair Value of Financial Instruments

     The carrying value of cash and cash equivalents, investments, accounts
     receivable, notes receivable, and accounts payable approximate fair value
     because of the relatively short maturity of these instruments. The fair
     value of the fixed rate debt, based upon current interest rates for similar
     debt instruments with similar payment terms and expected payoff dates,
     would be approximately $2,898,972 as of September 30, 2007. Disclosure
     about fair value of financial instruments is based on pertinent information
     available to management as of September 30, 2007.

     6. Accounts Receivable

     Management regularly reviews accounts receivable and estimates the
     necessary amounts to be recorded as an allowance for doubtful accounts.

     W Power's unbilled revenue is accrued based on the estimated amount of
     unbilled power delivered to customers using the average customer billing
     rates. Unbilled revenue also includes accruals for estimated Transmission
     and Distribution Service Provider ("TDSP") charges and monthly service
     charges applicable to the estimated usage for the period.

     The Company estimated the allowance for doubtful accounts related to W
     Power's billed accounts receivable to be approximately .2% of W Power's
     retail electricity billed revenue. Due to the limited historical data, the
     Company regularly reviews the accounts receivable and accordingly makes
     adjustments in estimating the allowance for doubtful accounts.

     The Company has a relationship with a reseller which markets W Power's
     services on a pre-pay basis. Receivables and the associated reserves are
     reflected in the Other Current Assets line on the Balance Sheet (Note A7).

     Priority Power trade accounts receivable arise from aggregation fees and
     other management services. An allowance for doubtful accounts is provided,
     when considered necessary by management, for estimated amounts not expected
     to be collectible. No allowance was provided or deemed necessary at
     September 30, 2007.


                                       5
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


     At September 30, 2007, accounts receivable consisted of the following:


              Billed electricity receivables                 $        430,109
              Unbilled electricity receivables                      1,014,695
              Billed Aggregation fees                                 388,285
              Unbilled Aggregation fees                               141,733
              Allowance for doubtful accounts                        (12,865)
              Other receivables                                        37,500
                                                                -------------
              Accounts receivable, net                       $      1,999,457
                                                                =============


     7. Other Current Assets

     The Company has a relationship with a reseller which markets W Power's
     services on a pre-pay basis. During the third quarter, the reseller's
     receivable balance grew to over $300 thousand due to cash flow issues
     caused by billing issues and customer turnover. The Company has
     collateralized a portion of this receivable balance and has increased the
     allowance for doubtful accounts by $233 thousand specifically for this
     account.

         At September 30, 2007, Other Current Assets consisted of the following:

              Power reseller receivables                              317,143
              Allowance for doubtful accounts                       (233,000)
              Miscellaneous current assets and receivables             59,292
                                                                -------------
              Other Current Assets, net                      $        149,435
                                                                =============


     8. Depreciation, Amortization and Depletion

     Property and equipment are stated at cost. Depreciation is determined using
     the straight-line method over the estimated useful lives ranging from three
     to 36.5 years. Royalty acquisitions are stated at cost. Depletion is
     determined using the units-of-production method based on the estimated oil
     and gas reserves.

     9. Impairment of Long-Lived Assets

     The Company periodically evaluates the recoverability of the carrying value
     of its long-lived assets and identifiable intangibles by monitoring and
     evaluating changes in circumstances that may indicate that the carrying
     amount of the asset may not be recoverable. Examples of events or changes
     in circumstances that indicate that the recoverability of the carrying
     amount of an asset should be assessed include but are not limited to the
     following: a significant decrease in the market value of an asset, a
     significant change in the extent or manner in which an asset is used or a
     significant physical change in an asset, a significant adverse change in
     legal factors or in the business climate that could affect the value of an
     asset or an adverse action or assessment by a regulator, an accumulation of
     costs significantly in excess of the amount originally expected to acquire
     or construct an asset, and/or a current period operating or cash flow loss
     combined with a history of operating or cash flow losses or a projection or
     forecast that demonstrates continuing losses associated with an asset used
     for the purpose of producing revenue.

     The Company considers historical performance and anticipated future results
     in its evaluation of potential impairment. Accordingly, when indicators or
     impairments are present, the Company evaluates the carrying value of these
     assets in reaction to the operating performance of the business and future
     discounted and nondiscounted cash flows expected to result from the use of
     these assets. Impairment losses are recognized when the sum of expected
     future cash flows are less than the assets' carrying value.

     10. Investment in Real Estate

     As discussed in Note C to the consolidated financial statements, in
     September 2006 the Company sold a significant interest in certain real
     estate and contributed its retained 18.017% undivided ownership interest in
     the real estate to a joint venture in which the Company has significant
     continuing involvement.


                                       6
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


     The Company's investment in real estate joint venture is recorded at its
     remaining net cost, adjusted for its 18.017% joint venture share of
     earnings (loss) using the equity method of accounting, and joint venture
     cash contributions and distributions.

     As discussed in Note G, on March 19, 2007 the Company exchanged its 18.017%
     joint venture interest for a 17.8% interest in a real estate limited
     partnership. The Company will continue to use the equity method of
     accounting for its 17.8% limited partnership interest.

     11. Goodwill

     The Company follows the provisions of Statement of Financial Accounting
     Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". SFAS No.
     142 requires that goodwill and other intangible assets with investment
     lives no longer be amortized. The intangible assets are tested for
     impairment annually. If there is impairment, the amount will be expensed
     and the intangible assets will be written down accordingly.

     12. Stock-Based Compensation

     On January 1, 2006 the Company adopted Statement of Financial Accounting
     Standards (SFAS) No. 123(R), Accounting for Stock-Based Compensation, to
     account for its stock-based compensation. In December 2004, the Financial
     Accounting Standards Board issued SFAS 123(R) effective for small business
     issuers after December 15, 2005. The new Statement requires mandatory
     reporting of all stock-based compensation awards on a fair value basis of
     accounting. Generally, companies are required to calculate the fair value
     of all stock awards and amortize that fair value as compensation expense
     over the vesting period of the awards.

     13. Income Taxes

     The Company accounts for income taxes in accordance with SFAS No. 109,
     "Accounting for Income Taxes". Under this method, deferred tax assets and
     liabilities are determined based on differences between the financial
     reporting and tax basis of assets and liabilities, and are measured using
     the enacted tax rates and laws that will be in effect when the differences
     are expected to reverse. Valuation allowances are established when
     necessary to reduce deferred tax assets to the amount expected to be
     realized. For the period ended September 30, 2007, no income tax expense
     has been incurred due to the utilization of the Company's net operating
     losses. After submitting its 2006 Federal income tax return, the Company
     had a net operating loss carryforward of approximately $29.5 million.

     14. Deferred Revenue

     Deferred revenue consists of prepaid aggregation fees. Deferred revenue is
     amortized over the life of the aggregation contract for prepaid aggregation
     fees.

     15. Corporate Tithing

     The Company shall, to the extent permitted by law, expend from the revenues
     of the Company such sums as are deemed prudent by the Board of Directors to
     support, encourage, or sustain persons or entities which in the judgment of
     the Board of Directors are expected to make significant efforts to
     propagate the Gospel of Jesus Christ in any manner not in conflict with the
     Statement of Faith. Such expenditures may be made without regard to the tax
     status or nonprofit status of the recipient. It is expected that the
     expenditures paid out under the provisions of this policy shall approximate
     ten percent (10%) of the amount that would otherwise be the net profits of
     the Company for the accounting period.

     16. Minority Interest

     Minority interest represents the interest of unit holders of TCTB Partners,
     Ltd. ("TCTB"), other than the Company, in the net earnings and net equity
     of TCTB. The unit holder minority interest is adjusted at the end of each

                                       7
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)

     period to reflect the ownership at that time. The unit holder minority
     interest in TCTB was approximately 28.7% at September 30, 2007 and 2006.

     17. Contingently Convertible Securities

     On August 31, 2007, the Company converted all classes of its Preferred
     Stock into 1,349,764 shares of the Company's Common Stock as shown in the
     following table:

                  Number of                                           Number of
          Series   Shares     Purchase Price     Conversion Rate  Common Shares
          ------   ------     --------------     ---------------  --------------
             A     80,000    $      2,000,000   $          3.2444        616,447
             B     50,000             500,000              3.2444        154,111
             B     10,000             100,000               3.424         29,206
             B     20,000             200,000               4.000         50,000
             C     125,000          2,000,000               4.000        500,000

     The contingently convertible securities have not been included in the
     calculation of diluted earnings per share for any periods in which their
     effect is antidilutive.

     18. Revenue Recognition

     The Company records electricity sales under the accrual method and these
     revenues are recognized upon delivery of electricity to the customers'
     meters. Electric services not billed by month-end are accrued based upon
     estimated deliveries to customers as tracked and recorded by the Electric
     Reliability Council of Texas ("ERCOT") multiplied by the Company's average
     billing rate per kilowatt hour ("kwh") in effect at the time ("the flow
     technique").

     The flow technique of revenue calculation relies upon ERCOT settlement
     statements to determine the estimated revenue for a given month. Supply
     delivered to our customers for the month, measured on a daily basis,
     provides the basis for revenues. ERCOT provides net electricity delivered
     data in three phases. Initial daily settlements become available
     approximately 17 days after the settlement date. Approximately 45 days
     after the settlement date, a resettlement is provided to adjust the initial
     settlement to the actual supply delivered based on subsequent comparison of
     prior forecasts to actual meter reads processed. A final resettlement is
     provided approximately 180 days after power is delivered, marking the last
     routine settlement adjustment to the power deliveries for that day.

     Sales represent the total proceeds from energy sales, including pass
     through charges from the TDSPs billed to the customer at cost. Cost of
     goods and services ("COGS") include electric power purchased, sales
     commissions, and pass through charges from the TDSPs in the areas serviced
     by the Company. TDSP charges are costs for metering services and
     maintenance of the electric grid. TDSP charges are determined by regulated
     tariffs established by the Public Utility Commission of Texas ("PUCT").

     Bilateral wholesale costs are incurred through contractual arrangements
     with wholesale power suppliers for firm delivery of power at a fixed volume
     and fixed price. The Company is typically invoiced for these wholesale
     volumes at the end of each calendar month for the volumes purchased for
     delivery during the month, with payment due 10 to 20 days after the end of
     the month.

     Balancing/ancillary costs are based on the aggregate customer load and are
     determined by ERCOT through a multiple step settlement process. Balancing
     costs/revenues are related to the differential between supply provided by
     the Company through its bilateral wholesale supply and the supply required
     to serve the Company's customer load. The Company endeavors to minimize the
     amount of balancing/ancillary costs through its load forecasting and
     forward purchasing programs.


                                       8
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


     The Company's gross revenues for aggregation and other services to our
     customers are recognized upon delivery and include estimated aggregation
     fees and other services delivered but not billed by the end of the period.

     As of September 30, 2007, the Company recorded unbilled revenue of $141,733
     for aggregation fees. Accrued unbilled revenues are based on our estimates
     of customer usage since the date of the last meter reading provided by the
     independent system operators or electric distribution companies. Volume
     estimates are based on average daily volumes, estimated customer usage and
     applicable customer aggregation rates. Unbilled revenues are calculated by
     multiplying volume estimates by our estimated rates by customer. Estimated
     amounts are adjusted when actual usage and rates are known and billed.

     19. Advertising Expense

     All advertising costs are expensed when incurred. Advertising expenses were
     approximately $171,467 and $11,007 for the nine months ended September 30,
     2007 and 2006, respectively.

     20. Income Per Share

     Income per share is computed based on the weighted average common shares
     and common stock equivalents outstanding during each period. The Series A,
     Series B and Series C Convertible Preferred Stock are not included in the
     computation of diluted earnings per share for any periods in which their
     effect is antidilutive.

     21. Environmental

     The Company is subject to extensive federal, state and local environmental
     laws and regulations. These laws regulate asbestos in buildings that
     require the Company to remove or mitigate the environmental effects of the
     disposal of the asbestos at the buildings.

     Environmental costs that relate to current operations are expensed or
     capitalized as appropriate. Costs are expensed when they relate to an
     existing condition caused by past operations and will not contribute to
     current or future revenue generation. Liabilities related to environmental
     assessments and/or remedial efforts are accrued when property or services
     are provided or can be reasonably estimated.

     22. New Accounting Pronouncements

     In February 2006, the FASB issued SFAS No. 155, Accounting for Certain
     Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and
     140. This Statement amends FASB Statement No.133, Accounting for Derivative
     Instruments and Hedging Activities, and No. 140, Accounting for Transfers
     and Servicing of Financial Assets and Extinguishments of Liabilities. This
     Statement resolves issues addressed in Statement 133 Implementation Issue
     No. D1, "Application of Statement 133 to Beneficial Interests in
     Securitized Financial Assets." The provisions of this Statement shall be
     effective for financial instruments acquired or issued after the beginning
     of an entity's first fiscal year that begins after September 15, 2006.

     In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of
     Financial Assets - an amendment of FASB Statement No. 140. This Statement
     amends FASB Statement No. 140, Accounting for Transfers and Servicing of
     Financial Assets and Extinguishments of Liabilities, with respect to the
     accounting for separately recognized servicing assets and servicing
     liabilities. The provisions of this Statement shall be effective as of the
     beginning of an entity's first fiscal year that begins after September 15,
     2006.

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.
     This statement defines fair value, establishes a framework for measuring
     fair value in generally accepted accounting principles (GAAP), and expands
     disclosures about fair value measurements. The provisions of this Statement
     shall be effective for financial statements issued for fiscal years
     beginning after November 15, 2007, and interim periods within those fiscal
     years.

                                       9
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


     In September 2006, the FASB issued SFAS No. 158, Employer's Accounting for
     Defined Benefit Pension and Other Postretirement Plans - an amendment to
     FASB Statement No. 87, 88, 106, and 132R. This Statement improves financial
     reporting by requiring an employer to recognize the over funded or under
     funded status of a defined benefit postretirement plan (other than a
     multiemployer plan) as an asset or liability in its statement of financial
     position and to recognize changes in that funded status in the year in
     which the changes occur through comprehensive income of a business entity
     or changes in unrestricted net assets of a no-for-profit organization. An
     employer with publicly traded equity securities shall initially apply the
     requirement to recognize the funded status of a benefit plan and the
     disclosure requirements as of the end of the fiscal year ending after
     December 15, 2006. An Employer without publicly traded equity securities
     shall initially apply the requirements as of the end of the fiscal year
     ending after June 15, 2007.

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
     Financial Assets and Financial Liabilities - Including an amendment of FASB
     Statement No. 115. This Statement permits entities to choose to measure
     many financial instruments and certain other items at fair value. The
     objective is to improve financial reporting by providing entities with the
     opportunity to mitigate volatility in reported earnings caused by measuring
     related assets and liabilities differently without having to apply complex
     hedge accounting provisions. This Statement is expected to expand the use
     of fair value measurement, which is consistent with the Board's long-term
     measurement objectives for accounting for financial instruments. The
     provisions of this Statement shall be effective as of the beginning of each
     reporting entity's first fiscal year that begins after November 15, 2007;
     this Statement should not be applied retrospectively to fiscal years
     beginning prior to the effective date, except as permitted in paragraph 30
     for early adoption.

     Management does not believe the new pronouncements will have a material
     impact on its financial statements.


NOTE B - BUSINESS COMBINATIONS

     On May 25, 2006, the Company completed the acquisition of 100% of Priority
     Power Management ("PPM"), effective April 1, 2006, for an aggregate
     consideration of $3,730,051. Priority Power is primarily involved in
     providing energy management services and the Company believes that Priority
     Power's business is complimentary to the retail electricity provider
     business conducted by the Company's subsidiary W Power. The acquisition
     resulted in the Company allocating $2,916,085 of the purchase price to
     goodwill.

     On September 11, 2007 the Company announced the acquisition of 100% of
     Cogdill Enterprises, Inc. ("CEI"), effective August 31, 2007 for an
     aggregate consideration of $6,000 and a obligation to pay 95% of the total
     revenues actually received by the Company each month directly as a result
     of the contracts originated by Trenton Cogdill for and on behalf of CEI
     prior to August 31, 2007. CEI provides energy consulting services to over
     1,200 religious and related organizations in Texas and the Company believes
     that CEI's business will integrate with the Company's PPM subsidiary.

NOTE C - DISPOSITION OF ASSETS

     Effective September 27, 2006, the Company entered into an Agreement to
     Distribute Assets with and among the partners of TCTB Partners, Ltd. The
     assets consisted of the following: the twenty-four-story Bank of America
     Tower, where the Company's headquarters are located, which was completed in
     1977 and encompasses 329,178 rentable square feet and a 900 space-parking
     garage; the related Bank of America 12-lane drive through banking facility;
     and the twelve story Century Plaza Tower which was built in 1979 (renovated
     in 1990) and has 99,422 rentable square feet. The Properties constituted
     substantially all of the assets of TCTB prior to the transactions described
     herein and were subject to a lien to secure a promissory note payable to
     Wells Fargo Bank Texas, N.A. The Bank agreed to allow TCTB to distribute
     the assets to the partners of TCTB in exchange for the payoff of the note
     as described below. The asset distribution to the TCTB minority interest
     partners resulted in an approximate $369,000 reduction in minority
     interest.

                                       10
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)

     Contemporaneous with the distribution of the Properties, the Company along
     with the General Partner and the other Limited Partners of TCTB
     collectively agreed to sell and sold 75% of their collective undivided
     interest in the Properties to Hampshire Plaza Garage, LLC and S.E.S.
     Investments, Ltd., unaffiliated third party purchasers for a privately
     negotiated price of $9.0 million. This resulted in the Company, through its
     wholly owned subsidiary Amen Delaware, LP, selling approximately 74% of its
     undivided interest in the distributed assets for approximately $6.4 million
     (net proceeds of approximately $3,570,500) with a gain on the sale of
     approximately $1,405,500. The sale of approximately 74% of the Company's
     original 71.348% interest in the assets resulted in the Company retaining
     approximately 18.017% in an investment in real estate aggregating
     $1,687,238.

     In connection with the Agreement to Distribute Assets the restricted $2.1
     million certificate of deposit that secured the Note was applied to the
     outstanding balance of the Note resulting in the Note balance of
     approximately $3.7 million being distributed to the partners of TCTB
     Partners, Ltd., approximately $2.6 million net to the Company. The Note was
     subsequently paid in full on October 2, 2006 through the application of
     approximately $3.9 million of the $9.0 million sales proceeds under the
     Purchase Agreement received on October 2, 2006. The remaining $5.0 million
     of the sales proceeds (after closing costs) were paid to the Selling
     Partners in accordance with their respective interests in the Properties
     (approximately $3.5 million to the Company). On October 3, 2006 the Company
     used a portion of the net proceeds from the sale to pay the remaining
     balance (approximately $1.7 million) on certain promissory notes entered
     into by the Company in connection with its acquisition of partnership
     interests in TCTB (including approximately $266,000 to Mr. Jon Morgan,
     President and COO of the Company, and approximately $410,000 to an
     affiliate of Mr. Eric Oliver, Chairman of the Board and CEO of the Company.


NOTE D - CONCENTRATIONS OF CREDIT RISK

     The Company maintains cash balances at four financial institutions, which
     at times may exceed federally insured limits. At September 30, 2007 and
     2006 the Company had approximately $2,098,153 and $2,270,635, respectively,
     of uninsured cash and cash equivalents. The Company has not experienced any
     losses in such accounts and believes that it is not exposed to any
     significant credit risks on such accounts.

     W Power and Priority Power's revenues are derived principally from
     uncollateralized customer electricity billings and TCTB's revenues are
     derived principally from uncollateralized rents from tenants. The
     concentration of credit risk in a limited number of industries affects its
     overall exposure to credit risk because customers may be similarly affected
     by changes in economic and other conditions.


NOTE E - RESTRICTED CASH EQUIVALENTS

     On October 18, 2005, the Company entered into a continuing agreement for
     commercial and standby letters of credit (the "Letters of Credit") with
     JPMorgan Chase Bank, N.A., Houston, Texas, ("Chase"). Under the agreement
     Chase may, but is not obligated to, issue one or more standby or commercial
     letters of credit on behalf of W Power. The Letters of Credit are generally
     required in the normal course of business operations to support the
     Company's obligations to collateralize certain obligations to electric
     power providers, TDSPs, and ERCOT. Currently the Letters of Credit bear an
     interest rate of seven-tenths of one percent (0.70%) payable quarterly in
     advance. In order to support the Letters of Credit, the Company, Chase and
     JP Morgan Securities, Inc. ("JPMorgan") maintain a tri-party control
     agreement that creates a security interest in favor of Chase in a certain
     Money Market Fund the Company maintains with JPMorgan. At September 30,
     2007, the Company had deposits with JPMorgan totaling $2,197,000
     collateralizing outstanding Letters of Credit.


NOTE F - PROPERTY AND EQUIPMENT

     Property and equipment, at cost, consisted of the following at September
     30, 2007:


                                       11
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


           Furniture, fixtures and equipment              $        298,092
           Less:  accumulated depreciation                        (135,049)
                                                             -------------

                                                          $        163,043

     Depreciation expense for the nine months ended September 30, 2007 and 2006
     was $43,348 and $313,034, respectively. Included in the $313,034 of 2006
     depreciation expense is $275,984 of depreciation related to the buildings
     sold on September 29, 2006.


NOTE G - INVESTMENT IN REAL ESTATE


     As discussed in Note C, effective September 27, 2006, the Company entered
     into an Agreement to Distribute Assets with and among the partners of TCTB
     Partners, Ltd. Contemporaneous with the distribution of the assets, the
     Company along with the General Partner and the other Limited Partners of
     TCTB collectively agreed to sell and sold 75% of their collective undivided
     interest in the assets. The sale of the Company's undivided interest in the
     assets resulted in the Company retaining approximate 18.017% undivided
     interest in the assets (see note C). On March 19, 2007, the Company
     contributed its 18.017% real estate interest and cash of $478,491 to a real
     estate limited partnership.

     At September 30, 2007, investment in real estate consisted of the
     following:

            Real estate investment                         $     2,208,676
            Equity in Undistributed Income from
             Real Estate Investment                                 81,627
                                                              ------------
                                                           $     2,290,303


NOTE H - ROYALTY INTERESTS

     The Company currently owns two separate royalty interests, one in the state
     of Texas and one in the state of Oklahoma. The total consideration paid by
     the Company for the royalty interests was $162,854. Under accounting
     principles generally accepted in the United States of America, revenues and
     expenses are recognized on an accrual basis. Royalty income is generally
     received one to two months following the month of production and the
     Company uses estimates to accrue royalty income.

     Depletion expense for the nine months ended September 30, 2007 and 2006 was
     $2,506 and $6,324, respectively, and accumulated depletion was $35,583 and
     $32,560, respectively.


NOTE I - LONG-TERM INVESTMENTS

     Securities available-for-sale in the accompanying balance sheet at
     September 30, 2007 totaled $3,442,435. The aggregate market value, cost
     basis, and unrealized gains and losses of securities available-for-sale, by
     major security type are as follows:

<TABLE>
<CAPTION>
                                                                                                 Gross
                                                            Market                             Unrealized
                                                            Value          Cost Basis            Losses
                                                        -------------     -------------     ----------------
                 <S>                                         <C>               <C>                  <C>
       Santa Fe Energy Trust (SFF) Common Stock     $      3,380,085  $      3,437,560  $          (57,474)
       Other Securities                                       62,350            62,350                    -
                                                        -------------     -------------     ----------------
       Total                                        $      3,442,435  $      3,499,910  $          (57,474)
                                                        =============     =============     ================
</TABLE>


                                       12
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)

     At September 30, 2007, the SFF investments were pledged to secure related
     investment margin account payable of $1,251,205.



NOTE J - AMORTIZATION OF INTANGIBLE ASSETS

     Deposits and Other Assets included $434,075 of intangible contract right
     assets at September 30, 2007. These contract right assets are net of
     amortization expense of $22,665 and $0 for the nine months ended September
     30, 2007 and 2006, respectively. Amortization expense of intangible
     contract right assets was $22,665 and $0 for the quarter ended September
     30, 2007 and 2006.


NOTE K - ACCRUED LIABILITIES

     Accrued liabilities consisted of the following at September 30, 2007:

         TDSP (Electricity Delivery) Charges            $           153,335
         Sales Tax                                                  114,464
         Corporate Tithing                                          298,620
         Executive Bonuses                                          108,422
         Customer Deposits                                          163,818
         Other                                                       59,601
                                                              -------------

                                                        $           898,260
                                                              =============

NOTE L - OPERATING SEGMENTS

     The Company's business activities are mainly comprised of three reportable
     segments, real estate operations, a retail electricity provider ("REP"),
     and retail energy consulting and aggregation services.

     The commercial real estate portfolio consists of the Company's investment
     in a real estate joint venture (see notes C and G), consisting of an
     ownership of approximately 18% in two office properties located in Midland,
     Texas comprising an aggregate of approximately 428,560 square feet of gross
     leasable area.

     The Company entered the retail electricity market in the state of Texas in
     July 2004. The retail electricity operations are primarily conducted
     through W Power of which the Company is the sole general partner. The REP
     segment sells electricity and provides the related billing, customer
     service, collection and remittance services to both residential and
     commercial customers.

     On April 1, 2006, the Company, through its investment in Priority Power,
     began energy consulting, aggregation and negotiation services for electric
     consumers. The aggregation of electric consumers is primarily conducted
     through Priority Power of which Amen is the sole general partner.

     Each segment's accounting policies are the same as those described in the
     summary of significant accounting policies and the following tables reflect
     totals for quarter and nine months ended September 30, 2007 and 2006,
     respectively.


                                       13
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)

<TABLE>
<CAPTION>

       Three Months Ended September 30, 2007:
       --------------------------------------
                                                                                                     Inter-
                                                                 Energy                             Company
                                              Real Estate       Management      Other and         Transaction     Consolidated
                              REP             Operations        Services        Corporate         Eliminations       Total
                          -------------     ---------------    -------------    -------------    --------------    ------------
        <S>                    <C>                <C>               <C>             <C>               <C>              <C>
Revenues from external
      customers        $     3,171,945   $              --  $     1,218,381  $            --  $             --  $    4,390,326
                          =============     ===============    =============    =============    ==============    ============
  Revenues from other
   operating segments  $            --   $              --  $         7,265  $            --  $        (7,265)  $           --
                          =============     ===============    =============    =============    ==============    ============
     Depreciation,
     amortization and
       depletion       $         5,394   $              --  $        29,491  $         4,114  $             --  $       38,999
                          =============     ===============    =============    =============    ==============    ============

   Interest expense    $         3,924   $              --  $         1,310  $        83,814  $             --  $       89,048
                          =============     ===============    =============    =============    ==============    ============
   Segment net income
         (loss)        $        33,998   $          14,762  $       490,229  $     (213,953)  $       (47,058)  $      277,978
                          =============     ===============    =============    =============    ==============    ============
    Segment assets     $     4,632,298   $       2,368,304  $     2,377,664  $     6,945,516  $         66,328  $   16,390,110
                          =============     ===============    =============    =============    ==============    ============
       Goodwill        $            --   $              --  $            --        2,916,085  $             --  $    2,916,085
                          =============     ===============    =============    =============    ==============    ============
   Expenditures for
    segment assets     $         2,720   $              --  $         6,944  $       810,568  $             --  $      820,232
                          =============     ===============    =============    =============    ==============    ============



       Three Months Ended September 30, 2006:
       --------------------------------------

                                                                                                     Inter-
                                                                 Energy                             Company
                                              Real Estate       Management      Other and         Transaction     Consolidated
                              REP             Operations        Services        Corporate         Eliminations       Total
                          -------------     ---------------    -------------    -------------    --------------    ------------
 Revenues from external
     customers         $     1,956,012   $         834,128  $       809,217  $            --  $             --  $    3,599,357
                          =============     ===============    =============    =============    ==============    ============
   Revenues from other
    operating segments $       305,461   $           5,411  $            --  $            --  $      (310,872)  $           --
                          =============     ===============    =============    =============    ==============    ============
      Depreciation,
      amortization and
        depletion      $         3,876   $         102,270  $         4,583  $         1,293  $             --  $      112,022
                          =============     ===============    =============    =============    ==============    ============

    Interest expense   $        60,325   $         276,769  $        62,582  $            --  $       (56,332)  $      343,344
                          =============     ===============    =============    =============    ==============    ============

   Segment net income
        (loss)         $      (78,124)   $          12,382  $       425,750  $       988,372  $       (55,794)  $    1,292,586
                          =============     ===============    =============    =============    ==============    ============

     Segment assets    $     3,859,107   $         218,984  $     1,075,279  $    12,368,839  $       (99,130)  $   17,423,079
                          =============     ===============    =============    =============    ==============    ============

        Goodwill       $           --    $             --   $           --   $           --   $            --   $          --
                          =============     ===============    =============    =============    ==============    ============
    Expenditures for
     segment assets    $         5,722   $         325,263  $        13,694  $         2,245  $             --  $      346,924
                          =============     ===============    =============    =============    ==============    ============
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>

                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


       Nine Months Ended September 30, 2007:
       -------------------------------------

                                                                                                     Inter-
                                                                 Energy                             Company
                                              Real Estate       Management      Other and         Transaction     Consolidated
                              REP             Operations        Services        Corporate         Eliminations       Total
                          -------------     ---------------    -------------    -------------    --------------    ------------
        <S>                    <C>                <C>               <C>             <C>               <C>              <C>
 Revenues from external
      customers        $     8,146,175   $              --  $     3,069,625  $            --   $           --   $   11,215,800
                          =============     ===============    =============    =============    ==============    ============
   Revenues from other
   operating segments  $            --   $              --  $        20,925  $            --   $      (20,925)  $           --
                          =============     ===============    =============    =============    ==============    ============
      Depreciation,
    amortization and
       depletion       $        14,145   $              --  $        42,221  $        12,153   $            --  $       68,519
                          =============     ===============    =============    =============    ==============    ============

   Interest expense    $        11,739   $              --  $         1,310  $       207,429   $            --  $      220,478
                          =============     ===============    =============    =============    ==============    ============

  Segment net income
       (loss)          $       615,037   $          96,032  $     1,402,787  $      (661,061)  $      (157,463) $    1,295,332
                          =============     ===============    =============    =============    ==============    ============

     Segment assets    $     4,632,298   $       2,368,304  $     2,377,664  $     6,945,516   $        66,328  $   16,390,110
                          =============     ===============    =============    =============    ==============    ============

        Goodwill       $            --   $              --  $            --        2,916,085   $            --  $    2,916,085
                          =============     ===============    =============    =============    ==============    ============

  Expenditures for
  segment assets       $        27,154   $              --  $         8,789  $     2,367,421   $            --  $    2,403,364
                          =============     ===============    =============    =============    ==============    ============



       Nine Months Ended September 30, 2006:
       --------------------------------------

                                                                                                     Inter-
                                                                 Energy                             Company
                                              Real Estate       Management      Other and         Transaction     Consolidated
                              REP             Operations        Services        Corporate         Eliminations       Total
                          -------------     ---------------    -------------    -------------    --------------    ------------
 Revenues from external
      customers        $     8,516,667   $       2,418,702   $    1,486,023  $            --   $            --   $  12,421,392
                          =============     ===============    =============    =============    ==============    ============
  Revenues from other
   operating segments  $       794,572   $          20,797   $           --  $            --   $      (815,369)  $          --
                          =============     ===============    =============    =============    ==============    ============
     Depreciation,
   amortization and
       depletion       $        10,985   $         293,522   $        7,400  $         7,450   $            --   $     319,357
                          =============     ===============    =============    =============    ==============    ============

    Interest expense   $       163,776   $         553,767   $      125,165  $           136   $      (152,633)  $     690,211
                          =============     ===============    =============    =============    ==============    ============

  Segment net income
       (loss)          $       348,016   $         210,312   $      687,921  $       789,243   $      (152,095)  $   1,883,397
                          =============     ===============    =============    =============    ==============    ============

   Segment assets      $     3,859,107   $         218,984   $    1,075,279  $    12,368,839   $       (99,130)  $  17,423,079
                          =============     ===============    =============    =============    ==============    ============

      Goodwill                      --                  --        2,916,085               --                --       2,916,085
                          =============     ===============    =============    =============    ==============    ============

  Expenditures for
   segment assets      $        10,306   $         381,495   $       14,496  $        (3,593)  $            --   $     402,704
                          =============     ===============    =============    =============    ==============    ============
</TABLE>


NOTE M - LONG-TERM OBLIGATIONS

     NEMA entered into twenty-two promissory notes (the "NEMA Notes") on May 18,
     2006, effective April 1, 2006 totaling $3,230,051 to purchase 100%
     ownership interest in Priority Power Management, Ltd, a Texas limited
     partnership, and Priority Power Management Dallas, Ltd, a Texas limited
     partnership (see note B). The notes are due in quarterly installments of
     $142,985 beginning on September 30, 2006 with a final maturity of December
     31, 2013. The term notes bear interest at a fixed rate per annum of 7.75%.

     PPM entered into an agreement effective August 31, 2007 to purchase 100%
     ownership interest in Cogdill Enterprises, Inc. As part of the agreement
     PPM is obligated to pay 95% of the total revenues actually received by PPM
     each month directly as a result of the contracts originated by Trenton

                                       15
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)


     Cogdill for and on behalf of the Company prior to the August 31, 2007. The
     estimated net present value of the expected future obligation under the CEI
     agreement is classified as a long term obligation, less the current
     portion.

     Long-term non-related party obligations consisted of the following at
     September 30, 2007:


                 Total Notes                              $         2,812,154
                  Less related party portion                       (1,938,746)
                  Less current portion                               (113,183)
                                                               --------------
                                                          $           760,225
                                                               ==============

     Long-term related party obligations consisted of the following at September
     30, 2007:

                 Related Party Notes                      $         1,938,746
                  Less current portion                               (251,237)
                 CEI Related Party Notes                              440,864
                  Less current portion                               (133,619)
                                                               --------------
                                                          $         1,994,754
                                                               ==============

     Annual maturities of long-term non-related party obligations at September
     30, 2007 are as follows:

                  October 2007 - September 2008                  $       113,183
                  October 2008 - September 2009                          122,213
                  October 2009 - September 2010                          131,963
                  October 2010 - September 2011                          142,491
                  October 2011 - September 2012                          153,859
                  October 2012 and thereafter                            209,699
                                                                    ------------

                                                                 $       873,408
                                                                    ============

     Annual maturities of long-term related party obligations at September 30,
     2007 are as follows:

                  October 2007 - September 2008                   $      384,856
                  October 2008 - September 2009                          350,606
                  October 2009 - September 2010                          382,392
                  October 2010 - September 2011                          386,738
                  October 2011 - September 2012                          397,209
                  October 2012 and thereafter                            477,809
                                                                    ------------

                                                                  $    2,379,610
                                                                    ============

NOTE N - RELATED PARTY TRANSACTIONS

     The Company closed the sale and issuance of 125,000 shares of Series C
     Preferred Stock and 250,000 Warrants pursuant to a Purchase Agreement, as
     amended by the Second Amendment on March 1, 2005 between the Company and
     certain accredited investors, including the Company's President and Chief
     Operating Officer, Jon M. Morgan, the Company's Chief Executive Officer,
     Eric Oliver and Bruce Edgington, one of the Company's Directors.

     The following table reflects the Series C issuance to the Company's
     officers and directors.



                                       16
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)

<TABLE>
<CAPTION>

                            Number of                                   Preferred C
                           Preferred C            Common Stock             Voting              Purchase
                              Shares               Equivalent            Equivalent              Price
                          ---------------       -----------------      ----------------      -------------
     <S>                         <C>                      <C>                 <C>                  <C>
Eric Oliver                       14,063                  56,252                52,877    $       225,008
Jon M. Morgan                     14,062                  56,248                52,873            224,992
Bruce Edgington                    3,125                  12,500                11,750             50,000
                          ---------------       -----------------      ----------------      -------------
Total                             31,250                 125,000               117,500    $       500,000
                          ===============       =================      ================      =============
</TABLE>

     The following table reflects the issuance of Warrants to the Company's
     Officers and Directors.

                                             Number of           Common Stock
                                             Warrants             Equivalent
                                           --------------     ------------------

                      Eric Oliver                 28,126                 28,126
                      Jon M. Morgan               28,124                 28,124
                      Bruce Edgington              6,250                  6,250
                                           --------------     ------------------
                      Total                       62,500                 62,500
                                           ==============     ==================

     On May 18, 2006, Jon M. Morgan and Bruce Edgington exercised their
     outstanding warrants (described above) for a total exercise price of
     $112,496 and $25,000, respectively. Mr. Morgan received 28,124 shares of
     common stock and Mr. Edgington received 6,250 shares of common stock upon
     the exercise of their stock warrants. On August 31, 2007, Eric Oliver
     exercised 9,375 warrants for a total exercise price of $37,500.

     On August 31, 2007, all of the Company's classes of Preferred Stock were
     converted in Common Stock of the Company, as described in Note A17. As a
     part of this conversion, Eric Oliver, Jon Morgan and Bruce Edgington
     received shares of Common Stock in the amounts shown in the table above.

     On May 25, 2006, the Company completed its acquisition of all of the
     outstanding partnership interests in Priority Power pursuant to a
     Securities Purchase Agreement by and between the Company and its
     subsidiary, NEMA and the partners of Priority Power dated May 18, 2006. The
     total purchase price was $3,730,051, comprised of (i) $500,000 in cash, and
     (ii) promissory notes with the aggregate principal amount of $3,230,051
     (see note N) from the Company and NEMA and payable to the sellers. There
     are several business relationships among Priority Power, its partners, the
     Company and its subsidiaries, and their respective affiliates. The
     Company's retail electricity provider subsidiary, W Power, has contractual
     relationships with Priority Power with respect to providing electricity to
     less than 0.2% of Priority Power's clients and the Company believes W Power
     will not provide energy to any Priority Power clients in the future.
     Additionally certain of the selling partners of Priority Power are
     customers of W Power none of which are considered significant customers. In
     addition, certain of the selling partners of Priority Power are also five
     percent or more stockholders of the Company or affiliates of stockholders
     of the Company, including an affiliate of Jon M. Morgan, the President and
     Chief Executive Officer of the Company, and Eric L. Oliver, the Chairman of
     the Board of Directors of the Company. Jon M. Morgan is a fifty percent
     owner of Anthem Oil and Gas, Inc which was a selling limited partner of
     Priority Power. Mr. Morgan also owned a one third interest in the selling
     general partner of Priority Power Management, Ltd. Eric L. Oliver owned a
     thirty-seven and a half percent interest in a selling limited partner of
     Priority Power, Oakdale Ventures, Ltd.

     On September 11, 2007 the Company announced the acquisition of 100% of
     Cogdill Enterprises, Inc. ("CEI"), effective August 31, 2007 for an
     aggregate consideration of $6,000 and a obligation to pay 95% of the total
     revenues actually received by the Company each month directly as a result
     of the contracts originated by Trenton Cogdill for and on behalf of the CEI
     prior to the August 31, 2007. Trenton Cogdill is now an employee of
     Priority Power.

     The following table reflects the portion of the Company's long-term
     obligations payable to related parties as of September 30, 2007:

                                       17
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)

                                                                       Total
                                                                 ---------------

                Eric Oliver,  Chairman of the Board           $          11,125
                Jon M. Morgan , CEO                                     496,962
                Padraig Ennis, VP of Priority Power                      76,577
                John Bick, Managing Principal of Priority
                Power                                                   198,415
                Trenton Cogdill, Priority Power                         307,245
                5% Shareholders                                         904,430
                                                                 ---------------
                Total                                         $       1,994,754
                                                                 ===============

     Under the Company's long-term obligation to John Bick and Padraig Ennis,
     each party has the right to receive their note payments in the form of
     common stock.

     Effective September 27, 2006, the Company entered into an Agreement to
     Distribute Assets with and among the partners of TCTB Partners, Ltd.
     Contemporaneous with the distribution of the Properties, the Company along
     with the General Partner and the other Limited Partners of TCTB
     collectively agreed to sell and sold 75% of their collective undivided
     interest in the Properties to Hampshire Plaza Garage, LLC and S.E.S.
     Investments, Ltd., unaffiliated third party purchasers for a privately
     negotiated price of $9.0 million (see note C).

     Mr. Jon Morgan, CEO of the Company, and his affiliate were among the
     Selling Partners and the sale of their undivided interest in the Properties
     resulted in Mr. Morgan receiving a net check in the amount of $79,317. Mr.
     Morgan is also an owner and officer of the General Partner of TCTB, and
     took actions in such capacity in connection with this transaction in
     addition to acting as an officer of the Company. As an owner of such
     General Partner, Mr. Morgan indirectly received an additional $5,300 from
     the sale of the General Partner's interest in the Properties


     During the quarter ended September 30, 2007, certain members of the
     Company's Board of Directors were issued stock options under the Company's
     1998 Stock Option Plan (See Note P).


NOTE O - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

     The Company is subject to claims and lawsuits which arise primarily in the
     ordinary course of business. It is the opinion of management that the
     disposition or ultimate resolution of such claims and lawsuits will not
     have a material adverse effect on the consolidated financial position of
     the Company.

Power Purchase Contracts

     Certain contracts to purchase electricity provide for capacity payments to
     ensure availability and provide for adjustments based on the actual power
     taken under the contracts. Expected annual future capacity payments under
     existing agreements are estimated as follows as of September 30, 2007:


                  2007                                   $      1,160,931
                  2008                                            874,293
                                                            -------------

                           Total                         $      2,035,224
                                                            =============


NOTE P - STOCK OPTION PLAN

     The table below summarizes the Company's stock option activity for the
     quarter ended September 30, 2007:


                                       18
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)



                                                   Options            Weighted
                Options Outstanding             Outstanding        Average Price
         ---------------------------------     --------------      -------------

             Outstanding June 30, 2007               269,206        $   11.65

                Options exercised                          -                -

                Options forfeited                          -                -

                  Options issued                      23,157        $    5.67
                                               --------------      -------------

          Outstanding September 30, 2007             292,363        $   11.17
                                               ==============      =============

     At September 30, 2007 the 292,363 outstanding options are fully vested and
     exercisable. They range in price from $1.98 to $61.36 and have a weighted
     average contractual maturity of 3.79 years. For the quarter ended September
     30, 2007 the Company issued 23,157 options to the following members of the
     Board of Directors as compensation for their service to the Company:

                      Director             # Options Issued        Strike Price
                      --------             ----------------        ------------
                      Bruce Edgington           5,925                  $5.67
                      Earl Gjelde               5,969                  $5.67
                      Randy Nicholson           5,294                  $5.67
                      Don Blake                 5,969                  $5.67


NOTE Q - MATERIAL SUBSEQUENT EVENT

     The Company has entered into a Purchase and Sale Agreement dated November
     8, 2007 with Bank of New York Trust Company, N. A., the trustee of Santa Fe
     Energy Trust (the "Trust") to purchase all of the Net Profits Royalties
     owned by the Trust. The assets to be sold consist of the Trust's interests
     in certain royalty interests and working interests in oil and gas
     properties located in a number of different states. The Company made an
     earnest money deposit to the Trust of approximately $7.5 million in
     connection with the execution of the Agreement, which will be applied to
     the purchase price at closing or returned to the Company upon termination
     of the Agreement except for termination resulting from a breach of the
     Agreement by the Company, litigation enjoining the transaction or lack of
     any required governmental consents. The Trust Purchase and Sale Agreement
     provides for a total purchase price of $50.4 million, subject to certain
     adjustments and customary closing conditions. Specifically, the Agreement
     provides for upward and downward adjustments to the purchase price for a
     number of factors including title issues, environmental issues, adjustments
     to estimated reserves and changes in the market price of West Texas
     Intermediate Crude Oil. The Agreement also provides that the parties can
     terminate the Agreement upon the occurrence of certain events customary for
     transactions of this type, including without limitation the right of the
     Trust to terminate the transaction if the amount of the environmental
     defects asserted exceeds 20% of the purchase price, and the right of either
     party to terminate if the total adjustment to the purchase price related to
     changes in estimated reserves is in excess of $4 million. The parties
     intend to consummate the transaction on or about December 17, 2007 with an
     effective date of October 1, 2007.

     The Company owns 139,500 units of the Trust and is part of an affiliated
     ownership group, which includes certain of the Company's officers and
     directors, that owns 701,393 units of the Trust, approximately 11% of the
     outstanding units. The Company will continue to receive regular
     distributions from the Trust until its liquidation on or before February
     15, 2008.

     Additionally, the Company has entered into a Purchase and Sale Agreement
     dated November 8, 2007 with Devon Energy Production Company, L. P.
     ("Devon") to acquire Devon's working and royalty interests in the


                                       19
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                               September 30, 2007
                                   (Unaudited)

     properties that are subject to the Net Profits Royalties owned by the
     Trust. The Devon Purchase and Sale Agreement provides for a total purchase
     price of $5.6 million, subject to certain adjustments and customary closing
     conditions. Specifically, the Agreement provides for upward and downward
     adjustments to the purchase price for a number of factors including title
     issues, environmental issues, and adjustments to estimated reserves. The
     parties intend to consummate the transaction contemporaneously with the
     Trust transaction on or about December 17, 2007.















                                       20
<PAGE>


ITEM 2.  Management's Discussion and Analysis or Plan of Operation

The following  discussion and analysis  should be read in  conjunction  with the
Company's  unaudited  consolidated  financial  statements and related  footnotes
presented in Item 1 and the Company's December 31, 2006 Form 10-KSB.

Overview

AMEN Properties,  Inc., (the "Company") is engaged in owning and managing energy
related business  properties.  The Company is a holding company and conducts its
operations   through  AMEN  Delaware,   LP  ("Delaware");   AMEN  Minerals,   LP
("Minerals"),  W Power and Light, LP ("W Power") and Priority Power  Management,
Ltd ("Priority Power") each being a wholly owned subsidiary of the Company.  The
company's primary business activities are:

     o    Retail  Electricity - The Company is engaged in the retail electricity
          market as a retail electric provider serving both retail and wholesale
          customers within the state of Texas through W Power.
     o    Energy  Aggregation,  Brokering  and  Consulting - Effective  April 1,
          2006, AMEN Properties acquired 100% of Priority Power Management, Ltd.
          a Texas limited  partnership,  and Priority Power Management,  Dallas,
          Ltd.  a  Texas  limited  partnership,  (collectively  referred  to  as
          "Priority  Power").  Priority Power is primarily involved in providing
          energy  management  services and the Company  believes  that  Priority
          Power's business is complimentary to the retail  electricity  provider
          business conducted by the Company's  subsidiary W Power. On August 31,
          2007, AMEN Properties acquired Cogdill Enterprises,  Inc., dba Cogdill
          Energy  Consultants,  a leading  energy  consulting  firm to religious
          groups and other commercial and industrial customers located primarily
          in Texas. Cogdill has since been integrated with Priority Power.
     o    Oil & Gas  Royalties  - The  Company's  present  oil and  gas  royalty
          holdings  are  through  Minerals,  which owns two oil and gas  royalty
          properties,  one in Nowata County,  Oklahoma and the other in Hemphill
          County, Texas.
     o    Real Estate - As of December 31, 2006, the Company, through Delaware's
          investment  in a real estate  joint  venture,  has a  commercial  real
          estate portfolio  consisting of an ownership of  approximately  18% in
          two  office  properties  located  in  Midland,   Texas  comprising  an
          aggregate of approximately  428,560 square feet of gross leasable area
          which  was  exchanged  for 17.8%  interest  in a real  estate  limited
          partnership on March 19, 2007.

Application of Critical Accounting Policies

Our discussion and analysis of financial  condition and results of operations is
based on our  consolidated  financial  statements,  which have been  prepared in
accordance with accounting  principles  generally accepted in the United States.
The preparation of these financial  statements requires us to make estimates and
judgments  that  affect  the  reported  amounts  of  assets,  liabilities,   and
contingencies  as of the  date of the  financial  statements  and  the  reported
amounts of revenues and expenses during the reporting  periods.  We evaluate our
assumptions  and  estimates  on an  ongoing  basis.  We base  our  estimates  on
historical  experience  and on various other  assumptions  that we believe to be
reasonable  under the  circumstances.  These estimates form the basis for making
judgments  about the  carrying  values  of assets  and  liabilities  where  that
information is available from other sources.  Certain estimates are particularly
sensitive due to their significance to the financial statements.  Actual results
may differ significantly from management's estimates.

We believe that the most  significant  accounting  policies that involve the use
estimates and assumptions as to future uncertainties and, therefore,  may result
in actual amounts that differ from estimates are the following:

     o    Impairments,

     o    Acquisition of operating properties,

     o    Revenue recognition,

     o    Consolidation of variable interest entities,

     o    Allowance for doubtful accounts and

     o    Stock options

Impairments

Real estate and leasehold  improvements are classified as long-lived assets held
for sale or long-lived  assets to be held and used. In accordance  with SFAS No.
144,  we record  assets  held for sale at the lower of  carrying  value or sales
price less costs to sell. For assets  classified as held and used,  these assets
are tested for recoverability  when events or changes in circumstances  indicate
that the estimated carrying amount may not be recoverable. An impairment loss is
recognized when expected  undiscounted future cash flows from a Property is less
than the  carrying  value of the  Property.  Our  estimates of cash flows of the

                                       21
<PAGE>


Properties  requires  us to make  assumptions  related to future  rental  rates,
occupancies,  operating expenses, the ability of our tenants to perform pursuant
to their lease  obligations  and proceeds to be generated from the eventual sale
of our Properties.  Any changes in estimated future cash flows due to changes in
our plans or views of market and economic conditions could result in recognition
of additional impairment losses.

If  events  or  circumstances  indicate  that  the fair  value of an  investment
accounted for using the equity method has declined  below its carrying value and
we consider the decline to be "other than  temporary," the investment is written
down to fair value and an  impairment  loss is  recognized.  The  evaluation  of
impairment  for an investment  would be based on a number of factors,  including
financial  condition  and  operating  results for the  investment,  inability to
remain in  compliance  with  provisions  of any  related  debt  agreements,  and
recognition of  impairments by other  investors.  Impairment  recognition  would
negatively impact the recorded value of our investment and reduce net income.

Acquisition of Operating Properties

We allocate the purchase price of acquired properties to tangible and identified
intangible  assets  acquired based on their fair values in accordance  with SFAS
No. 141, "Business  Combinations." We initially record the allocation based on a
preliminary  purchase price allocation with adjustments recorded within one year
of the acquisition.

In making  estimates of fair value for purposes of  allocating  purchase  price,
management  utilizes sources,  including,  but not limited to, independent value
consulting services,  independent  appraisals that may be obtained in connection
with financing the respective property,  and other market data.  Management also
considers   information  obtained  about  each  property  as  a  result  of  its
pre-acquisition  due diligence,  marketing and leasing  activities in estimating
the fair value of the tangible and intangible assets acquired.

The aggregate value of the tangible assets acquired is measured based on the sum
of (i) the value of the  property  and (ii) the present  value of the  amortized
in-place  tenant  improvement  allowances over the remaining term of each lease.
Management's  estimates  of the  value of the  property  are made  using  models
similar  to  those  used  by  independent  appraisers.   Factors  considered  by
management  in its analysis  include an estimate of carrying  costs such as real
estate  taxes,  insurance,  and other  operating  expenses and estimates of lost
rentals during the expected lease-up period assuming current market  conditions.
The  value  of the  property  is  then  allocated  among  building,  land,  site
improvements,  and  equipment.  The value of tenant  improvements  is separately
estimated due to the different depreciable lives.

The  aggregate  value of  intangible  assets  acquired is measured  based on the
difference  between (i) the  purchase  price and (ii) the value of the  tangible
assets   acquired  as  defined  above.   This  value  is  then  allocated  among
above-market  and below-market  in-place lease values,  costs to execute similar
leases  (including  leasing  commissions,   legal  expenses  and  other  related
expenses), in-place lease values and customer relationship values.

Above-market and below-market  in-place lease values for acquired properties are
calculated  based on the  present  value  (using a market  interest  rate  which
reflects  the risks  associated  with the  leases  acquired)  of the  difference
between (i) the  contractual  amounts to be paid pursuant to the in-place leases
and (ii) management's  estimate of fair market lease rates for the corresponding
in-place  leases,  measured over a period equal to the remaining  non-cancelable
term of the lease for above-market  leases and the initial term plus the term of
the below-market fixed rate renewal option, if any, for below-market  leases. We
perform this analysis on a lease by lease basis.  The  capitalized  above-market
lease values are  amortized as a reduction to rental  income over the  remaining
non-cancelable  terms of the respective  leases.  The  capitalized  below-market
lease values are amortized as an increase to rental income over the initial term
plus the term of the  below-market  fixed rate  renewal  option,  if any, of the
respective leases.

Management  estimates  costs to execute  leases similar to those acquired at the
property at  acquisition  based on current  market  conditions.  These costs are
recorded based on the present value of the amortized in-place leasing costs on a
lease by lease basis over the remaining term of each lease.

The  in-place  lease  values  and  customer  relationship  values  are  based on
management's evaluation of the specific characteristics of each customer's lease
and our overall  relationship  with that  respective  customer.  Characteristics
considered  by  management  in  allocating  these values  include the nature and
extent  of  our  existing  business  relationships  with  the  customer,  growth
prospects for developing new business with the customer,  the customer's  credit
quality,  and the  expectation  of lease  renewals,  among  other  factors.  The
in-place  lease value and  customer  relationship  value are both  amortized  to
expense over the initial term of the  respective  leases and  projected  renewal
periods,  but in no event does the amortization period for the intangible assets
exceed the remaining depreciable life of the building.

Should a tenant  terminate its lease,  the  unamortized  portion of the in-place
lease  value  and  the  customer   relationship   value  and   above-market  and
below-market lease values would be charged to expense.

                                       22
<PAGE>


Revenue Recognition

Leases with  tenants are  accounted  for as  operating  leases.  Minimum  annual
rentals are recognized on a straight-line basis over the terms of the respective
leases.

The  Company  records  electricity  sales  under the  accrual  method  and these
revenues are recognized  upon delivery of electricity to the customers'  meters.
Electric  services  not billed by  month-end  are accrued  based upon  estimated
deliveries  to customers  as tracked and  recorded by the  Electric  Reliability
Council of Texas ("ERCOT")  multiplied by the Company's average billing rate per
kilowatt hour ("kwh") in effect at the time.

The  flow  technique  of  revenue   calculation  relies  upon  ERCOT  settlement
statements  to  determine  the  estimated  revenue  for a  given  month.  Supply
delivered to our  customers for the month,  measured on a daily basis,  provides
the basis for revenues.  ERCOT provides net electricity  delivered data in three
frames.  Initial daily settlements become available  approximately 17 days after
the day being  settled.  Approximately  45 days after the day being  settled,  a
resettlement  is provided to adjust the initial  settlement to the actual supply
delivered  based on  subsequent  comparison  of prior  forecasts to actual meter
reads processed.  A final resettlement is provided  approximately 180 days after
power is delivered,  marking the last routine settlement adjustment to the power
deliveries for that day.

Sales  represent the total  proceeds from energy sales,  including  pass through
charges  from the  TDSPs  billed  to the  customer  at cost.  Cost of goods  and
services ("COGS") include electric power purchased, sales commissions,  and pass
through  charges  from the  TDSPs in the areas  serviced  by the  Company.  TDSP
charges are costs for metering  services and  maintenance  of the electric grid.
TDSP charges are  determined  by  regulated  tariffs  established  by the Public
Utility Commission of Texas ("PUCT").

Bilateral  wholesale costs are incurred through  contractual  arrangements  with
wholesale power suppliers for firm delivery of power at a fixed volume and fixed
price. The Company is typically  invoiced for these wholesale volumes at the end
of each calendar month for the volumes  purchased for delivery during the month,
with payment due 10 to 20 days after the end of the month.

Balancing/ancillary  costs  are  based on the  aggregate  customer  load and are
determined  by ERCOT  through a  multiple  step  settlement  process.  Balancing
costs/revenues  are related to the  differential  between supply provided by the
Company through its bilateral  wholesale supply and the supply required to serve
the Company's  customer  load.  The Company  endeavors to minimize the amount of
balancing/ancillary  costs through its load  forecasting and forward  purchasing
programs.

Consolidation of Variable Interest Entities

We perform  evaluations  of each of our  investment  partnerships,  real  estate
partnerships  and  joint  ventures  to  determine  if  the  associated  entities
constitute a Variable Interest Entity, or VIE, as defined under  Interpretations
46 and 46R,  "Consolidation of Variable  Interest  Entities," or FIN 46 and 46R,
respectively. In general, a VIE is an entity that has (i) an insufficient amount
of  equity  for  the  entity  to  carry  on its  principal  operations,  without
additional  subordinated  financial support from other parties,  (ii) a group of
equity owners that are unable to make decisions  about the entity's  activities,
or (iii) equity that does not absorb the entity's losses or receive the benefits
of the entity.  If any one of these  characteristics  is present,  the entity is
subject to FIN 46R's variable interests consolidation model.

Quantifying  the  variability  of  VIEs is  complex  and  subjective,  requiring
consideration and estimates of a significant  number of possible future outcomes
as well as the  probability  of each  outcome  occurring.  The  results  of each
possible outcome are allocated to the parties holding  interests in the VIE and,
based on the allocation, a calculation is performed to determine which party, if
any, has a majority of the potential  negative  outcomes  (expected losses) or a
majority of the potential positive outcomes  (expected  residual returns).  That
party,  if any, is the VIE's primary  beneficiary and is required to consolidate
the VIE.  Calculating  expected losses and expected  residual  returns  requires
modeling potential future results of the entity, assigning probabilities to each
potential outcome, and allocating those potential outcomes to the VIE's interest
holders.  If our estimates of possible outcomes and probabilities are incorrect,
it could result in the  inappropriate  consolidation or  deconsolidation  of the
VIE.

For entities that do not  constitute  VIEs, we consider other GAAP, as required,
determining (i) consolidation of the entity if our ownership  interests comprise
a majority of its outstanding  voting stock or otherwise  control the entity, or
(ii)  application of the equity method of accounting if we do not have direct or
indirect control of the entity, with the initial investment carried at costs and
subsequently adjusted for our share of net income or less and cash contributions
and distributions to and from these entities.

Allowance for Doubtful Accounts

Our accounts  receivable balance is reduced by an allowance for amounts that may
become uncollectible in the future. Our receivable balance is composed primarily
of rents and  operating  cost  recoveries  due from its  tenants  and billed and
unbilled  customer  retail  electricity  usage  flowed for a given  period.  The
allowance for doubtful  accounts is reviewed at least  quarterly for adequacy by
reviewing such factors as the credit  quality of our tenants and customers,  any
delinquency in payment,  historical trends and current economic  conditions.  If
the  assumptions  regarding  our ability to collect  accounts  receivable  prove
incorrect,  we could  experience  write-offs  in  excess  of the  allowance  for
doubtful  accounts,  which would result in a decrease in net income. The Company

                                       23
<PAGE>


estimated  the  allowance  for  doubtful  accounts  related to W Power's  billed
account  receivables  to be  approximately  0.2%  percent  of W  Power's  retail
electricity  billed revenue for the quarter ended September 30, 2007. Due to the
limited  historical data, the Company regularly reviews the accounts  receivable
and  accordingly  makes  adjustments  in  estimating  the allowance for doubtful
accounts.


Stock Options

The  Company  accounts  for its  stock-based  compensation  in  accordance  with
Financial  Accounting  Standards  (SFAS) No. 123R,  Accounting  for  Stock-Based
Compensation.  In December 2004, the Financial Accounting Standards Board issued
Statement  123(R)  effective for small business issuers after December 15, 2005.
The new Statement requires mandatory  reporting of all stock-based  compensation
awards on a fair value basis of accounting. Generally, companies are required to
calculate  the fair value of all stock  awards and  amortize  that fair value as
compensation expense over the vesting period of the awards.

Results of Operations

Overview
--------

For the nine months  ended  September  30,  2007,  the Company  generated  fully
diluted  earnings of $0.51 per share,  in line with earnings for the same period
in 2006.  As a  reminder,  Priority  Power was  acquired  April 1, 2006,  so the
Company's  2006  numbers  only  include  six  months  of  Priority's   business.
Priority's growth and the Company's reduced debt as a result of withdrawing from
the real estate business  enabled the company to maintain  earnings  despite the
third quarter  typically being marginally  profitable in the retail  electricity
segment due to high  wholesale  electricity  and  capacity  costs across the hot
summer months in Texas. The trend of mild  temperatures  experienced  during the
first half of 2007  continued  through the summer  months of July,  August,  and
September. Despite reduced consumption resulting from these mild temperatures, W
Power  realized a 25% increase in delivered  energy  compared to the same period
last year by growing its  portfolio of  customers.  The mild weather also had an
effect on Priority's revenues for certain  consumption-based  fees for a portion
of its client base.

Revenues
--------

Total operating  revenues for the first nine months of 2007 were $11,215,800,  a
decrease of 10% versus the same period in 2006, as shown in the table below:

                                                  Nine Months Ended
   Description                      9/30/07          9/30/06          Change
   ---------------------------    -------------     -----------    -------------
   Rental Revenue              $             -   $   2,418,702   $  (2,418,702)
   Energy Management Fees            3,069,625       1,486,023        1,583,602
   Retail Electricity Revenue        8,146,175       8,516,667        (370,492)
                                  -------------     -----------    -------------
   Total                       $    11,215,800   $  12,421,392   $  (1,205,592)
                                  =============     ===========    =============

As shown above,  Rental Revenue was eliminated due to the Company's  disposition
of real estate  assets,  as  described  in Note C to the  financial  statements.
Despite a 25% increase in delivered retail energy volume, W Power's revenue fell
by 4% due to reduced  wholesale volumes and lower retail billing rates resulting
from  reduced  natural  gas and  electricity  prices in the  wholesale  markets.
Priority  Power's revenue growth was caused primarily by 2007 consisting of nine
months  versus  six  months  in  2006  as  well  as  new  customer   acquisition
supplemented  by  increased  volume and expanded  service  offerings to existing
customers.

Operating Expenses
------------------

Operating  Expenses  for the first nine  months of 2007  decreased  $982,626,  a
decline  of 9% versus the same  period in 2006.  The  decline  was driven by the
elimination of expenses  associated with Real Estate  Operations  ($1,652,483 in
2006) and a decrease of $414,334 in Cost of Goods and Services, driven primarily
by reduced wholesale power supply rates associated with W Power. These decreases
were  partially  offset by an increase in General &  Administrative  expenses of
$1,177,460,  caused  primarily by nine months of Priority Power business in 2007
versus six months in 2006.

Net Margin
----------

The  Company's net margin  declined in the first nine months of 2007,  primarily
due to the gain on sale of real estate  assets in the third quarter of 2006 (see
note C).  This  decline  in  margin  was  mitigated  by  improvement  in W Power
profitability and growth in Priority Power's higher-margin business, as shown in
the table below (see Note L for more segment financial data):

                                       24
<PAGE>

<TABLE>
<CAPTION>

                                             Nine Months Ended 9/30/07      Nine Months Ended 9/30/06
                                            ----------------------------   ----------------------------
         Segment                             Net Income   Net Margin %      Net Income   Net Margin %
         --------------------------------   ----------------------------   ----------------------------
             <S>                                  <C>          <C>             <C>           <C>
         Real Estate                      $       96,032       N/A       $      210,312       9%
         Retail Electricity                      615,037       8%               348,016       4%
         Energy Management & Consulting        1,402,787       46%              687,921       46%
         Other (Corporate)                     (661,061)       N/A              789,243       N/A
         Eliminations                          (157,463)       N/A            (152,095)       N/A
                                            ----------------------------   ----------------------------
         Total                            $    1,295,332       12%            1,883,397       15%
                                            ============= ==============   ============= ==============
</TABLE>

Book Value per Share
--------------------

The primary metric that the Company's  management uses when making operating and
investment  decisions is Book Value per Share  ("BVPS").  BVPS is  calculated as
Total  Shareholder  Equity  divided  by  the  Fully  Diluted  Number  of  Shares
Outstanding  as of the  measurement  date.  Management's  belief  is that if the
Company  consistently  delivers increases in BVPS, it will maximize value to the
shareholder  over the long term. As of September 30, 2007 the Company's  BVPS is
$2.70, an increase of 20% during the first nine months of 2007.

Analysis of Cash Flows

Operating Activities
--------------------

During the first nine months of 2007, net cash provided by operating  activities
was $1,208,623. This was driven by a number of factors:

     o    Net Income of $1,295,332.
     o    An  increase  in  Accounts  Payable of  $323,997,  caused by timing of
          payment cycles;  this was offset by an increase in Accounts Receivable
          of  $600,225,  caused by the  timing of billing  cycles and  increased
          billings for W Power due to higher temperatures.
     o    An increase in Accrued  Liabilities  of $304,621  due to accruals  for
          executive  bonuses,  tithing  and an  increase  in retail  electricity
          customer deposits.
     o    An increase in Allowance for Doubtful Accounts of $207,124,  caused by
          a specific  reserve for a receivable  balance from a W Power  reseller
          (see note A7); this  receivable  balance was the primary cause for the
          increase in Deposits and Other Assets of $350,809.

Investing Activities
--------------------

For the first nine months of 2007, the net cash used in investing activities was
$2,753,859. This was driven by two primary activities:

     o    The Company  invested  $478,491 in the Hampshire  Plaza Garage Limited
          Partnership in exchange for an 18.017% interest in the partnership, as
          discussed in Note C.
     o    $2,186,354 was used to purchase marketable securities (see Note I).

Financing Activities
--------------------

Net cash used in  financing  activities  for the first  nine  months of 2007 was
$315,871.  This is  primarily  related to repayment of notes for the purchase of
Priority Power (the "NEMA" notes - See Note M).

Currently,  the Company has a net  operating  tax loss ("NOL")  carry forward in
excess of $29 million.  This NOL is mainly  related to the Company's  operations
prior to the Company  presenting  the 2002  business plan to  shareholders.  The
Company believes that the utilization,  without limitation, of the Company's NOL
will be determined by the ability of management to limit the issue of new equity
due to IRC Section 382 restrictions.  However, if an opportunity presents itself
that would be more valuable to the shareholders  than the approximate $2.5 to $5
million  present  value  we have  assigned  the NOL we  will  strongly  consider
pursuing the deal and would consider issuing equity to do so.

ITEM 3. Controls and Procedures

The Company has carried out an evaluation  under the  supervision of management,
including  the  Chairman  and Chief  Executive  Officer and the Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and  procedures.  Based on that  evaluation,  the Company's
Chairman and Chief Executive  Officer and Chief Financial Officer have concluded
that,  and have  reported  to the  Audit  Committee  of the  Company's  Board of
Directors that, management has identified certain deficiencies in the disclosure
controls and procedures.  The  deficiencies  noted were (a) a lack of documented

                                       25
<PAGE>

control  procedures (b) the lack of  segregation of duties and (c)  insufficient
supervision of the Company's  accounting  personnel.  The Company  believes such
deficiencies are primarily attributable to the Company currently having only one
full time employee at the corporate level and the continuing  development of the
Company's new start up subsidiary W Power and Light,  L.P.  Management  believes
that the deficiencies noted above do not materially interfere with the Company's
timely  disclosure  of  information  required to be  disclosed by the Company in
reports filed or submitted  under the Securities  Exchange Act 1934, as amended,
because  accounting  personnel  and  a  member  of  management  have  first-hand
knowledge of the daily transactions of the Company and that first-hand knowledge
enables such personnel to accumulate  and  communicate  such  information to the
Company's management,  including its principal executive and principal financial
officer  as  appropriate  to  allow  timely  decisions   regarding   disclosure.
Therefore the Chief  Executive  Officer and Chief Financial  Officer  concluded
that our disclosure  controls and procedures were effective as of the end of the
period  covered  by this  report  to  ensure  that  information  required  to be
disclosed by the Company in the reports that the Company  files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.


There  have  not been any  changes  in the  Company's  disclosure  controls  and
procedures  during  the  period  covered  by this  report  that have  materially
affected,   or  are  reasonably  likely  to  materially  affect,  the  Company's
disclosure controls and procedures over financial reporting.

PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

None to report.

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None to report.

ITEM 3.  Defaults Upon Senior Securities

None to report.

ITEM 4. Submission of Matters to a Vote of Security Holders

None to report.

ITEM 5.  Other Information

None to report.

ITEM 6.  Exhibits

(a) EXHIBITS:

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

3.1+           Certificate of Incorporation and Certificates of Amendments
               thereto of DIDAX INC.

3.1(a)+        Certificate of Correction regarding Certificate of Incorporation

3.1(b)**       Certificate of Amendment thereto of DIDAX INC.

3.2+++         Certificate of Amendment thereto of Crosswalk.com, Inc.

3.3+           Bylaws and amendments thereto of the Company

3.4 ~          Certificate of Designation for Series A Preferred Stock

3.4(a) ~~      Amended Certificate of Designation for Series A Preferred Stock

3.5 ~~         Certification of Designation for Series B Preferred Stock

                                       26
<PAGE>


3.6***         Certificate of Amendment of Certificate of Incorporation dated
               May 26, 2004

3.7@           Certificate of Designation for Series C Preferred Stock

4.1+           Warrant Certificate between the Company and Robert Varney dated
               July 10, 1996

4.2+           Warrant Certificate between the Company and Robert Varney dated
               September 26, 1996

4.3+           Warrant Certificate between the Company and Bruce Edgington dated
               July 30, 1996

4.4+           Warrant Certificate between the Company and Bruce Edgington dated
               October 30, 1996

4.5@           Form of Warrant Certificate dated March 1, 2005

10.1//         Asset Purchase Agreement between the Company and Blue Hill Media,
               Inc. dated December 13, 2002

10.2+          Form of Stock Option Agreement

10.3+          1997 Stock Option Plan

10.4*          1997 Stock Option Plan, as amended April 6, 1998

10.5*          1998 Stock Option Plan

10.6**         1998 Stock Option Plan, as amended February 26, 1999

10.7##         1998 Stock Option Plan, as amended March 3, 2000

10.8++         Stock Purchase Agreement between the Company and A. Scott Dufford
               for Series A Preferred Stock dated September 29, 2000

10.9++         Stock Purchase Agreement between the Company and John R. Norwood
               Norwood for Series A Preferred Stock dated September 29, 2000

10.10++        Stock Purchase Agreement between the Company and J.M. Mineral and
               Land Co. for Series A Preferred Stock dated September 29, 2000

10.11++        Stock Purchase Agreement between the Company and Jon M. Morgan
               Pension Plan for Series A Preferred Stock dated September 29,
               2000

10.12++        Stock Purchase Agreement between the Company and Stallings
               Properties, Ltd. for Series A Preferred Stock dated September 29,
               2000

10.13++        Stock Purchase Agreement between the Company and John D. Bergman
               for Series A Preferred Stock dated September 29, 2000

10.14++        Stock Purchase Agreement between the Company and Julia Jones
               Family Trust for Series A Preferred Stock dated September 29,
               2000

10.15++        Stock Purchase Agreement between the Company and Dodge Jones
               Foundation for Series A Preferred Stock dated September 29, 2000

10.16++        Stock Purchase Agreement between the Company and Soft Op, L.P.
               for Series A Preferred Stock dated September 29, 2000

10.17++        Stock Purchase Agreement between the Company and Lighthouse
               Partners, L.P. for Series A Preferred Stock dated September 29,
               2000

10.18++        Stock Purchase Agreement between the Company and Ray McGlothlin,
               Jr. for Series A Preferred Stock dated September 29, 2000


                                       27
<PAGE>


10.19++        Stock Purchase Agreement between the Company and Gary J. Lamb for
               Series A Preferred Stock dated September 29, 2000

10.20++        Stock Purchase Agreement between the Company and Frosty Gilliam,
               Jr. for Series A Preferred Stock dated September 29, 2000

10.21++        Stock Purchase Agreement between the Company and Bruce Edgington
               for Series B Preferred Stock dated December 31, 2001

10.22++        Stock Purchase Agreement between the Company and Dodge Jones
               Foundation for Series B Preferred Stock dated December 31, 2001

10.23++        Stock Purchase Agreement between the Company and Earl E. Gjelde
               for Series B Preferred Stock dated December 31, 2001

10.24++        Stock Purchase Agreement between the Company and Jon M. Morgan
               for Series B Preferred Stock dated December 31, 2001

10.25++        Stock Purchase Agreement between the Company and Soft Op, L.P.
               for Series B Preferred Stock dated December 31, 2001

10.26++        Annex to the Stock Purchase Agreement for Series A Preferred
               Stock dated September 29,  2000

10.27#         Agreement to Suspend Dividends and Consent of the Holders of
               Series A Preferred Stock of Amen Properties, Inc. dated May 30,
               2003.

10.28#         Agreement to Suspend Dividends and Consent of Holders of Series B
               Convertible Preferred Stock of Amen Properties, Inc. dated May
               30, 2003.

10.29^         Consent, Waiver and Amendment of the holders of Series A
               Preferred Stock dated January 2005 (identical copy executed by
               each holder)

10.30^         Consent, Waiver and Amendment of the holders of Series B
               Preferred Stock dated January 2005 (identical copy executed by
               each holder)

10.31++        Annex to the Stock Purchase Agreement for Series B Preferred
               Stock dated December 31, 2001

10.32//        Agreement and Transfer of Limited Partnership Interest between
               the Company and the Selling Partners of TCTB Partners, Ltd. dated
               October 31, 2002

10.33//        Amended Promissory Note between the Company and A. Scott Dufford
               dated October 31, 2002, with schedule describing all outstanding
               Amended Promissory Notes between the Company and the Selling
               Partners of TCTB Partners, Ltd, which are identical other than
               differences stated in the schedule.

10.34//        Credit Agreement between TCTB Partners, Ltd. and Wells Fargo Bank
               Texas, N.A. dated June 5, 2002, the exhibits of which are not
               included due to their size.

10.35//        Lease Agreement between TCTB Partners, Ltd. and Bank of America,
               N.A. dated September 30, 2003.

10.36//        Lease Agreement between TCTB Partners, Ltd. and Pioneer Natural
               Resources USA, Inc. dated April 4, 2000.

10.38###       Employment and Noncompetition Agreement between the Company and
               Kevin Yung dated as of July 1, 2004

10.39@@        Agreement to Distribute Assets among TCTB Partners, Ltd. and its
               partners dated as of December 31, 2004

10.40@@        Purchase Agreement between certain partners of TCTB Partners,
               Ltd. and 1500 Broadway Partners, Ltd. dated as of December 31,
               2004

10.41@         Securities Purchase Agreement between the Company and certain
               investors dated January 18, 2005, as amended by a First Amendment
               dated January 28, 2005 and a Second Amendment dated February 28,
               2005

10.42@         Loan Agreement between Amen Properties, Inc. and Western National
               Bank

                                       28
<PAGE>


10.43@         Western National Bank Revolving Line of Credit Note

11             Statement of computation of earnings per share

21.1           Subsidiaries of the Company

31.1           Certification of Chief Executive Officer.

31.2           Certification of Chief Financial Officer.

32.1           Certification of Chief Executive Officer Pursuant to 18 USC ss.
               1350.

32.2           Certification of Chief Financial Officer Pursuant to 18 USC ss.
               1350.

99.1           Press release regarding March 31, 2006 Quarterly Report on Form
               10-QSB


+ Incorporated by reference to the Company's Registration Statement on Form SB-2
declared effective by the Securities and Exchange Commission on September 24,
1997, SEC File No. 333-25937

++ Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 29, 2002, amended July 25,
2002 and August 14, 2002.

+++ Filed as an Appendix to the Company's Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on January 13, 2003.

* Incorporated by reference to the Company's Registration Statement Post
Effective Amendment No. 1 to Form SB-2 declared effective by the Securities and
Exchange Commission on July 2, 1998, SEC File No. 333-25937

** Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 30, 2000.

*** Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 2004.

# Incorporated by reference to the Company's Form 8-K filed with the Securities
and Exchange Commission on June 4, 2003.

## Filed as an Appendix to the Company's Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on March 30, 2000.

### Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 2004

~ Incorporated by reference to the Company's Registration Statement on Form S-3
declared effective by the Securities and Exchange Commission on December 1,
2000, SEC File No. 333-49126

~~ Incorporated by reference to the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on April 5, 2002, SEC file No.
333-85636

// Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 24, 2003.

@ Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2005.

@@ Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on January 4, 2005.

^ Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2005.



                                       29
<PAGE>


SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       AMEN Properties, Inc.


May 22, 2008                           By: /s/ Jon Morgan
                                       ---------------------------------------
                                       Jon Morgan,
                                       Chief Executive Officer


May 22, 2008                           By: /s/ Kris Oliver
                                       ----------------------------------------
                                       Kris Oliver,
                                       Chief Financial Officer and Secretary





                                       30
<PAGE>



INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER         DESCRIPTION
-------        -------------------
<S>            <C>
3.1+           Certificate of Incorporation and Certificates of Amendments thereto of DIDAX INC.

3.1(a)+        Certificate of Correction regarding Certificate of Incorporation

3.1(b)**       Certificate of Amendment thereto of DIDAX INC.

3.2+++         Certificate of Amendment thereto of Crosswalk.com, Inc.

3.3+           Bylaws and amendments thereto of the Company

3.4 ~          Certificate of Designation for Series A Preferred Stock

3.4(a) ~~      Amended Certificate of Designation for Series A Preferred Stock

3.5 ~~         Certification of Designation for Series B Preferred Stock

3.6***         Certificate of Amendment of Certificate of Incorporation dated May 26, 2004

3.7@           Certificate of Designation for Series C Preferred Stock

4.1+           Warrant Certificate between the Company and Robert Varney dated July 10, 1996

4.2+           Warrant Certificate between the Company and Robert Varney dated September 26, 1996

4.3+           Warrant Certificate between the Company and Bruce Edgington dated July 30, 1996

4.4+           Warrant Certificate between the Company and Bruce Edgington dated October 30, 1996

4.5@           Form of Warrant Certificate dated March 1, 2005

10.1//         Asset Purchase Agreement between the Company and Blue Hill Media, Inc. dated December 13,
               2002

10.2+          Form of Stock Option Agreement

10.3+          1997 Stock Option Plan

10.4*          1997 Stock Option Plan, as amended April 6, 1998

10.5*          1998 Stock Option Plan

10.6**         1998 Stock Option Plan, as amended February 26, 1999

10.7##         1998 Stock Option Plan, as amended March 3, 2000

10.8++         Stock Purchase Agreement between the Company and A. Scott Dufford for Series A Preferred
               Stock dated September 29, 2000

10.9++         Stock Purchase Agreement between the Company and John R. Norwood for Series A Preferred
               Stock dated September 29, 2000

10.10++        Stock Purchase Agreement between the Company and J.M. Mineral and Land Co. for Series A
               Preferred Stock dated September 29, 2000

10.11++        Stock Purchase Agreement between the Company and Jon M. Morgan Pension Plan for Series A
               Preferred Stock dated September 29, 2000

</TABLE>

                                       31
<PAGE>

<TABLE>
<CAPTION>

<S>            <C>
10.12++        Stock Purchase Agreement between the Company and Stallings Properties, Ltd. for Series A
               Preferred Stock dated September 29, 2000

10.13++        Stock Purchase Agreement between the Company and John D. Bergman for Series A Preferred
               Stock dated September 29, 2000

10.14++        Stock Purchase Agreement between the Company and Julia Jones Family Trust for Series A
               Preferred Stock dated September 29, 2000

10.15++        Stock Purchase Agreement between the Company and Dodge Jones Foundation for Series A
               Preferred Stock dated September 29, 2000

10.16++        Stock Purchase Agreement between the Company and Soft Op, L.P. for Series A Preferred
               Stock dated September 29, 2000

10.17++        Stock Purchase Agreement between the Company and Lighthouse Partners, L.P. for Series A
               Preferred Stock dated September 29, 2000

10.18++        Stock Purchase Agreement between the Company and Ray McGlothlin, Jr. for Series A
               Preferred Stock dated September 29, 2000

10.19++        Stock Purchase Agreement between the Company and Gary J. Lamb for Series A Preferred
               Stock dated September 29, 2000

10.20++        Stock Purchase Agreement between the Company and Frosty Gilliam, Jr. for Series A
               Preferred Stock dated September 29, 2000

10.21++        Stock Purchase Agreement between the Company and Bruce Edgington for Series B Preferred
               Stock dated December 31, 2001

10.22++        Stock Purchase Agreement between the Company and Dodge Jones Foundation for Series B
               Preferred Stock dated December 31, 2001

10.23++        Stock Purchase Agreement between the Company and Earl E. Gjelde for Series B Preferred
               Stock dated December 31, 2001

10.24++        Stock Purchase Agreement between the Company and Jon M. Morgan for Series B Preferred
               Stock dated December 31, 2001

10.25++        Stock Purchase Agreement between the Company and Soft Op, L.P. for Series B Preferred
               Stock dated December 31, 2001

10.26++        Annex to the Stock Purchase Agreement for Series A Preferred Stock dated September 29,
               2000

10.27#         Agreement to Suspend Dividends and Consent of the Holders of Series A Preferred Stock of
               Amen Properties, Inc. dated May 30, 2003.

10.28#         Agreement to Suspend Dividends and Consent of Holders of Series B Convertible Preferred
               Stock of Amen Properties, Inc. dated May 30, 2003.

10.29^         Consent, Waiver and Amendment of the holders of Series A Preferred Stock dated January
               2005 (identical copy executed by each holder)

10.30^         Consent, Waiver and Amendment of the holders of Series B Preferred Stock dated January
               2005 (identical copy executed by each holder)

10.31++        Annex to the Stock Purchase Agreement for Series B Preferred Stock dated December 31, 2001

10.32//        Agreement and Transfer of Limited Partnership Interest between the Company and the
               Selling Partners of TCTB Partners, Ltd. dated October 31, 2002

</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>

<S>            <C>
10.33//        Amended Promissory Note between the Company and A. Scott Dufford dated October 31, 2002,
               with schedule describing all outstanding Amended Promissory Notes between the Company and
               the Selling Partners of TCTB Partners, Ltd, which are identical other than differences
               stated in the schedule.

10.34//        Credit Agreement between TCTB Partners, Ltd. and Wells Fargo Bank Texas, N.A. dated June
               5, 2002, the exhibits of which are not included due to their size.

10.35//        Lease Agreement between TCTB Partners, Ltd. and Bank of America, N.A. dated September 30,
               2003.

10.36//        Lease Agreement between TCTB Partners, Ltd. and Pioneer Natural Resources USA, Inc. dated
               April 4, 2000.

10.38###       Employment and Noncompetition Agreement between the Company and Kevin Yung dated as of
               July 1, 2004

10.39@@        Agreement to Distribute Assets among TCTB Partners, Ltd. and its partners dated as of
               December 31, 2004

10.40@@        Purchase Agreement between certain partners of TCTB Partners, Ltd. and 1500 Broadway
               Partners, Ltd. dated as of December 31, 2004

10.41@         Securities Purchase Agreement between the Company and certain investors dated January 18,
               2005, as amended by a First Amendment dated January 28, 2005 and a Second Amendment dated
               February 28, 2005

10.42@         Loan Agreement between Amen Properties, Inc. and Western National Bank

10.43@         Western National Bank Revolving Line of Credit Note


11             Statement of computation of earnings per share

21.1           Subsidiaries of the Company

31.1           Certification of Chief Executive Officer.

31.2           Certification of Chief Financial Officer.

32.1           Certification of Chief Executive Officer Pursuant to 18 USC ss.1350.

32.2           Certification of Chief Financial Officer Pursuant to 18 USC ss.1350.

99.1           Press release regarding March 31, 2006 Quarterly Report on Form 10-QSB

</TABLE>

+ Incorporated by reference to the Company's Registration Statement on Form SB-2
declared effective by the Securities and Exchange Commission on September 24,
1997, SEC File No. 333-25937

++ Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 29, 2002, amended July 25,
2002 and August 14, 2002.

+++ Filed as an Appendix to the Company's Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on January 13, 2003.

* Incorporated by reference to the Company's Registration Statement Post
Effective Amendment No. 1 to Form SB-2 declared effective by the Securities and
Exchange Commission on July 2, 1998, SEC File No. 333-25937

** Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 30, 2000.

*** Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 2004.

# Incorporated by reference to the Company's Form 8-K filed with the Securities
and Exchange Commission on June 4, 2003.

## Filed as an Appendix to the Company's Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on March 30, 2000.


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<PAGE>


### Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 2004

~ Incorporated by reference to the Company's Registration Statement on Form S-3
declared effective by the Securities and Exchange Commission on December 1,
2000, SEC File No. 333-49126

~~ Incorporated by reference to the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on April 5, 2002, SEC file No.
333-85636

// Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 24, 2003.

@ Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2005.

@@ Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on January 4, 2005.

^ Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2005.


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