UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB/A

[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
    Exchange Act of 1934
                       For the Period Ended March 31, 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:  2,290,589 shares outstanding as of May 3, 2007.

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

<PAGE>


                                      INDEX

Part I.  FINANCIAL INFORMATION                                              PAGE

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet at March 31, 2007 (Unaudited)              1

         Consolidated Statements of Income--for the three months ended
         March 31, 2007 and 2006 (Unaudited)                                   2

         Consolidated Statements of Cash Flows-- for the three months ended
         March 31, 2007 and 2006 (Unaudited)                                   3

         Notes to Consolidated Financial Statements (Unaudited)                4

Item 2.  Management's Discussion and Analysis or Plan of Operation            18

Item 3.  Controls and Procedures                                              22

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

Signitures                                                                    35

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.

<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2007
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
  Cash and Cash Equivalents (notes A3 and E)        $   3,637,058
  Accounts Receivable, net of Allowance of $4,719
   (note A6)                                            1,207,950
  Other Current Assets                                    323,710
                                                    --------------
     Total Current Assets                                             5,168,718

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

PROPERTY and EQUIPMENT (note F)                                         150,769

INVESTMENT IN REAL ESTATE (notes C and G)                             2,241,837

ROYALTY INTERESTS, at cost net of Accumulated
 Depletion (note H)                                                     128,664

LONG-TERM INVESTMENTS (note I)                                        1,127,014

OTHER ASSETS
  Goodwill (see Note B)                                 2,916,085
  Deposits and Other Assets                                15,343
                                                    --------------
     Total Other Assets                                               2,931,428
                                                                   -------------
       TOTAL ASSETS                                                $ 13,945,430
                                                                   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                  $     659,825
  Accrued Liabilities (note J)                            876,576
  Current Portion of Non-Related Party Long-Term
   Obligations (note L)                                   108,921
  Current Portion of Related Party Long-Term
   Obligations (note L)                                   241,778
  Accrued Interest Payable                                      -
  Deferred Revenue (note A13)                             271,038
                                                    --------------
     Total Current Liabilities                                        2,158,138

LONG-TERM OBLIGATIONS
  Non-Related Party (note L)                              817,902
  Related Parties (notes L and M)                       1,815,538
                                                    --------------
     Total Long-Term Obligations                                      2,633,440

MINORITY INTEREST (note A15)                                             22,552

COMMITMENTS and CONTINGENCIES (note N)                                        -

STOCKHOLDERS' EQUITY (note O)
  Convertible Preferred Stock - $0.001 Par Value -
   5,000,000 shares authorized 80,000 Series "A"
   Shares Issued and Outstanding, convertible into a
   total of 616,447 shares of common stock (note A16)          80
   80,000 Series "B" Shares Issued and Outstanding,
   convertible into a total of 233,317 shares of
   common stock (note A16)                                     80
   125,000 Series "C" Shares Issued and Outstanding,
   convertible into a total of 500,000 shares of
   common stock (note A16)                                    125
  Common Stock - $0.01 Par Value - 20,000,000 shares
   authorized 2,290,589 Shares Issued and
   Outstanding                                             22,907
  Additional Paid-In Capital                           44,970,100
  Accumulated Deficit                                 (35,849,834)
  Accumulated Other Comprehensive Income (Loss)           (12,158)
                                                    --------------
     Total Stockholders' Equity                                       9,131,300
                                                                   -------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 13,945,430
                                                                   =============

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


                                       1
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                      For the Three Months Ended March 31,
                                   (Unaudited)

                                                          2007          2006
                                                      ------------  ------------

Operating Revenue (note A15):
  Rental Revenue (note C)                             $         -       751,605
  Energy Management Fees (note B)                         811,164             -
  Retail Electricity Revenue                            2,321,455     3,168,707
                                                      ------------  ------------

     Total Operating Revenue                            3,132,619     3,920,312
                                                      ------------  ------------

Operating Expenses:
  Cost of Goods and Services                            1,827,106     2,820,418
  Rental Property Operations                                    -       478,386
  General and Administrative                              769,444       236,692
  Depreciation, Amortization and Depletion                 14,109       102,276
  Corporate Tithing                                        59,291             -
                                                      ------------  ------------

     Total Operating Expenses                           2,669,950     3,637,772
                                                      ------------  ------------

Income from Operations                                    462,669       282,540
                                                      ------------  ------------

Other (Expense) Income
  Interest Income                                          63,373        49,701
  Interest Expense                                        (63,386)     (140,662)
  Equity Income From Real Estate Investment                33,161             -
  Other Income                                             12,206        22,945
                                                      ------------  ------------

     Total Other (Expense) Income                          45,354       (68,016)
                                                      ------------  ------------

Income Before Income Taxes and Minority Interest          508,023       214,524

Income Taxes (note A12)                                         -             -

Minority Interest                                             900       (21,870)
                                                      ------------  ------------

NET INCOME                                            $   508,923       192,654
                                                      ============  ============

Net Income Per Common Share - Basic                   $       .22           .09
                                                      ============  ============

Net Income per Common Share - Diluted                 $       .13           .05
                                                      ============  ============

Weighted Average Number of Common Shares Outstanding
 - Basic                                                2,290,589     2,206,215

Weighted Average Number of Common Shares Outstanding
 - Diluted                                              3,834,937     3,555,979

Other Comprehensive Income:
  Net Income                                          $   508,923       192,654
  Unrealized (Loss) on Investment                         (12,158)            -
                                                      ------------  ------------
  Comprehensive Income                                $   496,765       192,654
                                                      ============  ============

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

                                       2
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      For the Three Months Ended March 31,
                                   (Unaudited)

                                                         2007           2006
                                                     -------------  ------------

Increase (Decrease) in Cash and Cash Equivalents

Cash Flows from Operating Activities
  Net Income                                         $    508,923       192,654
  Adjustments to Reconcile Net Income to Net Cash
   Provided By Operating Activities:
    Depreciation, Amortization and Depletion               14,109       102,276
    Equity Income from Real Estate Investment             (33,161)            -
    Minority Interest                                        (900)       21,870
  Changes in Operating Assets and Liabilities:
    Accounts Receivable                                   199,158       435,920
    Allowance for Doubtful Accounts                       (33,752)        5,734
    Other Assets                                         (200,526)       (1,441)
    Deposits and Other Assets                              14,856        (4,691)
    Deferred Costs                                        (65,586)        5,416
    Accounts Payable                                       64,536      (205,908)
    Accrued and Other Liabilities                         211,601       (81,475)
    Deferred Revenue                                      240,253       108,899
                                                     -------------  ------------

  Net Cash Provided By Operating Activities               919,511       579,254
                                                     -------------  ------------
Cash Flows from Investing Activities:
  Purchase of Property and Equipment                      (18,838)      (15,932)
  Investment in Real Estate                              (478,491)            -
  Increase in Restricted Cash Equivalents                       -      (647,840)
  Increase in Long Term Investments                    (1,076,822)            -
  Repayments of Notes Receivable                                -        50,000
                                                     -------------  ------------

  Net Cash Used in Investing Activities                (1,574,152)     (613,772)
                                                     -------------  ------------

Cash Flows from Financing Activities:
  Repayments of Long-Term Obligations                    (165,509)      (64,540)
                                                     -------------  ------------

  Net Cash Used In Financing Activities                  (165,509)      (64,540)
                                                     -------------  ------------

Net Decrease in Cash and Cash Equivalents                (820,150)      (99,058)
                                                     -------------  ------------

Cash and Cash Equivalents at Beginning of Period        4,457,208     2,104,428
                                                     -------------  ------------

Cash and Cash Equivalents at End of Period           $  3,637,058     2,005,370
                                                     =============  ============
Non-Cash Investing and Financing Activities:
  Unrealized Loss on Marketable Securities           $    (12,158)            -
                                                     =============  ============


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


                                       3
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 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 investments in commercial real
     estate, oil and gas royalties, retail electricity operations and stabilized
     cash flowing businesses or assets. 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
                                 March 31, 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 $3,625,000 as of March 31, 2007. Disclosure about
     fair value of financial instruments is based on pertinent information
     available to management as of March 31, 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.

     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 March
     31, 2007.


     At March 31, 2007, accounts receivable consisted of the following:


        Billed electricity receivables                   $   341,239
        Unbilled electricity receivables                     481,646
        Billed Aggregation fees                              307,925
        Unbilled Aggregation fees                             81,859
        Allowance for doubtful accounts                      (4,719)
                                                         ------------
        Accounts receivable, net                         $ 1,207,950
                                                         ============


                                       5
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     7.   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.

     8.   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.

     9. 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.

     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.

     10. 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.

     11. 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.

                                       6
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     12.  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 March 31, 2007, no income tax expense has
     been incurred due to the utilization of the Company's net operating losses.

     13.  Deferred Revenue

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

     14. 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 judgement
     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.

     15. Minority Interest

     Minority interest represents the interest of unit holders of 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 period to reflect
     the ownership at that time. The unit holder minority interest in TCTB was
     approximately 28.7% at March 31, 2007 and 2006.

     16. Contingently Convertible Securities

     The Company has outstanding Series A Preferred Stock ("Series A"), Series B
     Preferred Stock ("Series B") and Series C Preferred Stock ("Series C")
     whose terms enable the holder, under certain conditions, to convert such
     securities 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

     Conversion of Series A, Series B and Series C is at the option of the
     holder thereof, at any time and from time to time, into such number of
     fully paid and nonassessable shares of Common Stock as is determined by
     dividing the original Series A, Series B and Series C issue price by the
     conversion price in effect at the time of conversion. 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.

                                       7
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     17.  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.

     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 March 31, 2007, the Company recorded unbilled revenue of $81,859 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.

     18.  Advertising Expense

     All advertising costs are expensed when incurred. Advertising expenses were
     approximately $57,038 and $0 for the quarters ended March 31, 2007 and
     2006, respectively.

                                       8
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     19.  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.

     20.  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.

     21.  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.

     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.

                                       9
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     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, 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.

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.

     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

                                       10
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     The Company maintains cash balances at four financial institutions, which
     at times may exceed federally insured limits. At March 31, 2007 and 2006
     the Company had approximately $3,090,000 and $1,276,000 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, ("JPMC"). Under the agreement
     JPMC 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, JPMC and
     JP Morgan Securities Inc. 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 JPMC. At March 31, 2007, the Company had
     deposits with JPMC totaling $2,197,000 collateralizing outstanding Letters
     of Credit.

NOTE F - PROPERTY AND EQUIPMENT

     Property and equipment, at cost, consisted of the following at March 31,
     2007:

           Furniture, fixtures and equipment              $   255,466
           Less: accumulated depreciation                    (104,697)
                                                          ------------

                                                          $   150,769
                                                          ============

     Depreciation expense for the quarters ended March 31, 2007 and 2006 was
     $12,996 and $99,080, respectively.

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 March 31, 2007, investment in real estate consisted of the following:

           Real estate investment                         $ 2,208,676
           Equity Income from Real Estate Investment           33,161
                                                          ------------
                                                          $ 2,241,837
                                                          ============

                                       11
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


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 quarter ended March 31, 2007 and 2006 was $1,113
     and $3,196, respectively, and accumulated depletion was $34,190 and
     $29,431, respectively.

NOTE I - LONG-TERM INVESTMENTS

     Securities available-for-sale in the accompanying balance sheet at March
     31, 2007 totaled $1,127,014. The aggregate market value, cost basis, and
     unrealized gains and losses of securities available-for-sale, by major
     security type are as follows:
                                                                         Gross
                                               Market                 Unrealized
                                               Value      Cost Basis    Losses
                                            ------------ ------------ ----------
     Santa Fe Energy Trust (SFF) Common
      Stock                                 $ 1,064,664  $ 1,076,822  $  12,158
     Other Securities                            62,350       62,350          -
                                            ------------ ------------ ----------
     Total                                  $ 1,127,014  $ 1,139,172  $  12,158
                                            ============ ============ ==========

NOTE J - ACCRUED LIABILITIES

     Accrued liabilities consisted of the following at March 31, 2007:

      TDSP (Electricity Delivery) Charges               $ 119,353
      Sales Tax                                           111,192
      Corporate Tithing                                    59,291
      Executive Bonuses                                   407,768
      Customer Deposits                                   143,048
      Other                                                35,924
                                                        ----------

                                                        $ 876,576
                                                        ==========

NOTE K - OPERATING SEGMENTS

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

                                       12
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     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 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 ended March 31, 2007 and 2006, respectively.
<TABLE>
<CAPTION>
<S>     <C>                <C>           <C>           <C>           <C>          <C>            <C>
     March 31, 2007:
     ---------------
                                                          Energy                  Inter-Company
                                         Real Estate    Management    Other and    Transaction   Consolidated
                                REP       Operations     Services     Corporate    Eliminations      Total
                           ------------  ------------  ------------  ------------ -------------  -------------
Revenues from external
 customers                 $ 2,321,455   $         -   $   811,164   $         -  $          -   $  3,132,619
                           ============  ============  ============  ============ =============  =============
Revenues from other
 operating segments        $         -   $         -   $     6,084   $         -  $     (6,084)  $          -
                           ============  ============  ============  ============ =============  =============
Depreciation, amortization
 and depletion             $     3,961   $         -   $     5,989   $     4,159  $          -   $     14,109
                           ============  ============  ============  ============ =============  =============
Interest expense           $     3,950   $         -   $         -   $    59,436  $          -   $     63,386
                           ============  ============  ============  ============ =============  =============
Segment net income (loss)  $   388,506   $    35,865   $   341,548   $ (202,043)  $    (54,953)  $    508,923
                           ============  ============  ============  ============ =============  =============
Segment assets             $ 4,531,645   $ 2,319,839   $   954,664   $ 6,133,612  $      5,670   $ 13,945,430
                           ============  ============  ============  ============ =============  =============
Goodwill                   $         -   $         -   $         -     2,916,085  $          -   $  2,916,085
                           ============  ============  ============  ============ =============  =============
Expenditures for segment
 assets                    $    14,451   $         -   $         -   $     4,387  $          -   $     18,838
                           ============  ============  ============  ============ =============  =============


     March 31, 2006:
     ---------------                                      Energy                  Inter-Company
                                         Real Estate    Management    Other and    Transaction   Consolidated
                                REP       Operations     Services     Corporate    Eliminations      Total
                           ------------  ------------  ------------  ------------ -------------  -------------

Revenues from external
 customers                 $ 3,168,707   $   751,605   $         -   $         -  $          -   $  3,920,312
                           ============  ============  ============  ============ =============  =============
Revenues from other
 operating segments        $   220,801   $     4,987   $         -   $         -  $   (225,788)  $          -
                           ============  ============  ============  ============ =============  =============
Depreciation, amortization
 and depletion             $     3,366   $    95,098   $         -   $     3,812  $              $    102,276
                           ============  ============  ============  ============ =============  =============
Interest expense           $     2,911   $   137,751   $         -   $            $              $    140,662
                           ============  ============  ============  ============ =============  =============
Segment net income (loss)  $   206,279   $    76,334   $         -   $   (46,837) $    (43,122)  $    192,654
                           ============  ============  ============  ============ =============  =============
Segment assets             $ 3,790,410   $ 7,443,406   $         -   $ 4,780,116  $   (390,106)  $ 15,623,826
                           ============  ============  ============  ============ =============  =============
Expenditures for segment
 assets                    $             $    15,932   $         -   $         -  $          -   $     15,932
                           ============  ============  ============  ============ =============  =============
</TABLE>

                                       13
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


NOTE L - 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%.

     Long-term non-related party obligations consisted of the following at March
     31, 2007:


       Total NEMA Notes                                $  2,984,139
        Less related party portion                       (2,057,316)
        Less current portion                               (108,921)
                                                       -------------
                                                       $    817,902
                                                       =============

     Long-term related party obligations consisted of the following at March 31,
     2007:

       Related Party                                   $  2,057,316
        Less current portion                               (241,778)
                                                       -------------
                                                       $  1,815,538
                                                       =============

Annual maturities of long-term non-related party obligations at March 31, 2007
are as follows:

        2007                                           $    108,921
        2008                                                148,452
        2009                                                129,455
        2010                                                139,783
        2011                                                150,935
        2012 and thereafter                                 249,277
                                                       -------------

                                                       $    926,823
                                                       =============

Annual maturities of long-term related party obligations at March 31, 2007 are
as follows:

        2007                                           $    241,778
        2008                                                329,525
        2009                                                287,357
        2010                                                310,283
        2011                                                335,038
        2012 and thereafter                                 553,335
                                                       -------------

                                                       $  2,057,316
                                                       =============

NOTE M - 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.

                                       14
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


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

                   Number of                     Preferred C
                  Preferred C    Common Stock      Voting       Purchase
                    Shares        Equivalent      Equivalent      Price
                 -------------  --------------  -------------  ----------

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
                 =============  ==============  =============  ==========


     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 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 M) 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.

     The following table reflects the portion of the Company's long-term
     obligations payable to related parties as of March 31, 2007:

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

           Eric Oliver,  Chairman of the Board                $    11,969
           Jon M. Morgan , CEO                                    534,666
           Padraig Ennis, VP of Priority Power                     82,387
           John Bick, Managing Principal of Priority Power        213,469
           5% Shareholders                                        973,047
                                                              ------------
           Total                                              $ 1,815,538
                                                              ============

                                       15
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


     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


NOTE N - 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 March 31, 2007:


           2007                                               $ 3,405,625
           2008                                                 1,014,905
                                                              ------------

               Total                                          $ 4,420,530
                                                              ============


NOTE O - STOCK OPTION PLAN

     The table below summarizes the Company's stock option activity for the
quarter ended March 31, 2007:

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

     Outstanding December 31, 2006        291,491             $   12.29

          Options exercised                     -                     -

          Options forfeited                     -                     -

           Options issued                       -                     -
                                       -----------            ------------

      Outstanding March 31, 2007          291,491             $   12.29
                                       ===========            ============


                                       16
<PAGE>


                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                 March 31, 2007
                                   (Unaudited)


At March  31,  2007  the  291,491  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 3.48 years. For the quarter ended March 31, 2007
the Company did not issue any stock options.



                                       17
<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 a real estate and energy  company
engaged in owning and managing real estate,  oil and gas  royalties,  and 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.  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.  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.  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.  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.

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:

- Impairments,

- Acquisition of operating properties,

- Revenue recognition,

- Consolidation of variable interest entities,

- Allowance for doubtful accounts and

- 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
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.

                                       18
<PAGE>


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.

                                       19
<PAGE>


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.

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.

                                       20
<PAGE>


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
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 March 31,  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 quarter ended March 31, 2007, the Company  generated  earnings per share
of $0.22,  an  increase  of 144%  over the same  quarter  in 2006.  Much of this
earnings growth came from Priority Power,  which was acquired effective April 1,
2006 and contributed  $341,548 to this quarter's  earnings.  W Power's  earnings
grew 88.3% over the same period last year,  driven  primarily by sharply reduced
wholesale power supply costs.

Revenues
--------

Total operating revenue for the quarter was $3,132,619, a decrease of 20% versus
the same quarter in 2006, as shown in the table below:

                                             Quarter Ended
  Description                            3/31/07        3/31/06       Change
 ----------------------------         ------------   ------------  -----------
  Rental Revenue                      $         -    $   751,605   $ (751,605)
  Energy Management Fees                  811,164              -      811,164
  Retail Electricity Revenue            2,321,455      3,168,707     (847,252)
                                      ------------   ------------  -----------
  Total                               $ 3,132,619    $ 3,920,312   $ (787,693)

As shown above,  Rental Revenue was eliminated due to the Company's  disposition
of real estate assets,  as described in Note C. The growth in energy  management
fees,  caused by the purchase of Priority  Power  effective  April 1, 2006,  was
overcome by a 27% decrease in W Power  revenues.  Though W Power  retail  volume
increased 2% for the period,  reduced  wholesale  supply costs were passed on to
retail  customers  through  reduced  rates.  W Power  also  experienced  reduced
bilateral  wholesale  power  supply  sales  for the  period,  contributing  to a
reduction in wholesale power revenue.

Operating expenses
------------------

Operating  Expenses  decreased  $968,000  versus  the same  quarter  in 2006,  a
decrease  of  27%.  The  decline  was  driven  by the  elimination  of  expenses
associated with Real Estate  Operations  ($478,386 in Q1 2006) and a decrease of
$993,312 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 $532,752,  driven
primarily by the purchase of Priority Power effective April 1, 2006.

                                       21
<PAGE>


Operating activities
--------------------

During the first quarter of 2007, net cash provided by operating  activities was
$919,511. This was driven by a number of factors:

     o    Accounts Receivable declined $199,158 for the period, offset by an
          increase of $200,526 in Other Receivables, primarily related to the
          purchase of Priority Power.
     o    Accrued Liabilities grew $211,601 during the quarter, primarily
          related to accrual for executive bonuses and corporate tithing.
     o    Deferred revenue related to aggregation fees grew $240,253 during the
          quarter.

Investing activities
--------------------

For the three  months  ended  March  31,  2007,  the net cash used in  investing
activities was $1,574,152. 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    $1,076,822 was used to purchase marketable securities (see Note I).

Financing activities
--------------------

Net cash used in  financing  activities  was $166,509 for the three months ended
March 31, 2007.  This entire amount is related to the repayment of notes for the
purchase of Priority Power (the "NEMA" notes).

Currently,  the Company has a net  operating  tax loss ("NOL")  carry forward in
excess of $30 million.  This NOL is mainly  related to the Company's  operations
prior  to the  Company  presenting  the  2002  business  plan  to  shareholders.
Management  believes  the  present  value of this NOL is  between  at $2.5 to $5
million  and has been  diligent in its  efforts to ensure its  preservation  and
utilization.  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 an 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
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.


                                       22
<PAGE>


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

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

                                       23
<PAGE>


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. Norw0od
          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

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

                                       24
<PAGE>


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

                                       25
<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.

                                       26
<PAGE>


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

                                       27
<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

                                       28
<PAGE>


INDEX TO 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

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


                                       29
<PAGE>


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

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)

                                       30
<PAGE>


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

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.

                                       31
<PAGE>


* 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.

                                       32