SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 14, 2005
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Date of Earliest Reported Event
AMEN Properties, Inc.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
303 W. Wall Street, Suite 2300
Midland, Texas 79701
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(Address of principal executive offices) (Zip Code)
(432) 684-3821
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(Registrant's telephone number, including area code)
NA
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(Former Name or Former Address, if Changed Since Last Report)
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FORM 8-K
Item 4.02 - Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report of Completed Interim Review.
On November 11, 2005, the management and board of directors of Amen
Properties, Inc. ("The Company") determined that it will reclassify certain
financial statement items on its previously issued Annual Report for December
31, 2004 and its Quarterly Reports ended March 31, 2005 and June 30, 2005. The
restatement has no effect on the Company's previously reported net income
(loss). As a result of the reclassification, the Company concluded that it's
previously issued Annual Report on Form 10-KSB for December 31, 2004, as well as
its Quarterly Reports on Form 10-QSB for March 31, 2005 and June 30, 2005 should
no longer be relied upon.
The Company will restate its consolidated balance sheet and
consolidated statement of operations and cash flows to reclassify the operations
of and gain on sale of assets related to a certain discontinued business
component. The item will be reclassified from continuing operations to a
discontinued business component. The restatement reflects Statement of Financial
Accounting Standards Number 144, Accounting for the Impairment of Disposal of
Long-Lived Assets.
The Company intends to file an amended Annual Report on Form 10-KSB/A
for the year ended December 31, 2004 and amended Quarterly Reports on Form
10-QSB/A for the quarters ended March 31, 2005 and June 30, 2005, as soon as
possible.
The Audit Committee of the Company's Board of Directors has discussed
the items disclosed in this filing with the Company's independent accountant.
Item 8.01 - Other Events
The management and board of directors of the Company determined that
the amendments to its Annual Report on Form 10-KSB/A for the year ended December
31, 2004 and Quarterly Reports on Form 10-QSB/A for each of the quarters ended
March 31, 2005 and June 30, 2005, referred to above, will include an amendment
and clarification of Item 8a, Controls and Procedures. This amendment and
clarification of Item 8a, Controls and Procedures is in response to comments
from the Securities and Exchange Commission regarding the Company's disclosure
of Controls and Procedures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMEN Properties, Inc.
(Registrant)
Date: November 14, 2005 By /s/ Eric Oliver
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Chairman of the Board of Directors and Chief
Executive Officer
(Signature)