UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year ended December 31, 2022

o	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 000-08187

NEW CONCEPT ENERGY, INC.

Nevada

75-2399477

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

	1603 LBJ Freeway Suite 800 Dallas, Texas 75234
	(972) 407-8400

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	GBR	NYSE AMERICAN

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has 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 period 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No x

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large, accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting Company)	Smaller reporting company x
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

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

The aggregate market value of the shares of voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price at which the common equity was last sold which was the sales price of the Common Stock on the NYSE American as of June 30, 2022 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $5,755,000 based upon a total of 3,736,999 shares held as of June 30, 2022 by persons believed to be non-affiliates of the Registrant. The basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of this filing, would yield a different value.

As of March 20, 2023, there were 5,131,934 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

NEW CONCEPT ENERGY, INC.

Index to Annual Report on Form 10-K

Fiscal year ended December 31, 2022

	Forward-Looking Statements	4

PART I		4

	Item 1. Business	4
	Item 1A. Risk Factors	5
	Item 1B. Unresolved Staff Comments	5
	Item 2. Properties	5
	Item 3. Legal Proceedings	5


PART II		6

	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
	Item 6. Selected Financial Data	6
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation	6
	Item 7a: Quantitative and Qualitative Disclosures About Market Risk	7
	Item 8. Financial Statements	8
	Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	8
	Item 9a. Controls and Procedures	8
	Item 9b. Other Information	8

PART III		9

	Item 10. Directors, Executive Officers and Corporate Governance	9
	Item 11. Executive Compensation	11
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
	Item 13. Certain Relationships and Related Transactions, and Director Independence	14
	Item 14. Principal Accounting Fees and Services	14

PART IV		16

	Item 15. Exhibits and Financial Statement Schedules	16

	Item 16. Form 10-K Summary	16

SIGNATURES		31

	2022				2021

	High		Low		High		Low
First Quarter	$	6.25	$	2.22	$	30.99	$	1.79
Second Quarter	$	3.47	$	1.54	$	9.41	$	3.66
Third Quarter	$	2.34	$	1.05	$	7.35	$	3.11
Fourth Quarter	$	2.00	$	1.06	$	5.37	$	2.34

Director	Audit Committee	Governance and Nominating Committee	Compensation Committee
Raymond D. Roberts	ü	ü	Chairman
Gene S. Bertcher
Cecilia Maynard	ü	Chairman	ü
Dan Locklear	Chairman	ü	ü
Richard W. Humphrey

Name	Fees Earned Or Paid in Cash		Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total

Gene S. Bertcher	$	—						$	—
Raymond D. Roberts	$	10,500						$	10,500
Dan Locklear	$	10,500						$	10,500
Richard W. Humphrey	$	10,500						$	10,500
Cecilia Maynard	$	10,500						$	10,500

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership*	Approximate Percent of Class**

Gene S. Bertcher	-		0%

Raymond Roberts	-		0%

Dan Locklear	-		0%

Richard Humphrey	-		0%

Cecilia Maynard	-		0%

All directors and executive officers as a group (5 people)	-		0%

Type of Fees	2022		2021
Audit Fees	$	42,750	$	71,525
Tax Fees		2,750		12,530
Total Fees	$	48,000	$	84,055

		Page
FINANCIAL STATEMENTS
Report of Swalm & Associates, P.C. (PCAOB ID Number 1820)			17
Consolidated Balance Sheets			19
Consolidated Statements of Operations			21
Consolidated Statements of Cash Flows			22
Consolidated Statements of Changes in Stockholders’ Equity			23
Notes to Consolidated Financial Statements			24

FINANCIAL STATEMENT SCHEDULES: Other financial statement schedules have been omitted because they are not required, are not applicable, or the information required is included in the Consolidated Financial Statements or the notes thereto.

ITEM 16.	*FORM 10-K SUMMARY*

	Optional and not included herein.


	December 31,
	2022		2021
Assets

Current assets
Cash and cash equivalents	$	436	$	252
Note receivable and accrued interest from related party		3,542		3,560
Other current assets		30		-
Total current assets		4,008		3,812

Property and equipment, net of depreciation
Land, buildings and equipment		631		643

Note Receivable		-		-

Total assets	$	4,639	$	4,455


	Year Ended December 31,
	2022			2021			2020
Revenue
Rent	$	101		$	101		$	101
Management Fee	$	111
		212			101			101

Operating expenses
Operating Expenses		57			77			72
Corporate general and administrative		317			360			396
Total Operating Expenses		374			437			468
Operating loss		(162	)		(336	)		(367	)

Other income (expense)
Interest income from a related party		212			220			242
Interest income from a third party		-			8			16
Interest expense		-			(5	)		(12	)
Other income (expense), net		131			191			85
Total other income expense		343			414			331

Net income (loss) from continuing operations		181			78			(52	)

Net income (loss) from discontinued operations
Gain (loss) from discontinued operations		-			-			(170	)
Gain from Disposal of oil and gas operations		-			-			2,138
Total net income (loss) from discontinued operations		-			-			1,968

Net income (loss) applicable to common shares	$	181		$	78		$	1,916

Net income (loss) per common share-basic and diluted	$	0.04		$	0.01		$	0.37

Weighted average common and equivalent shares outstanding - basic		5,132			5,132			5,132


	Series B				Common Stock				Additional paid in capital		Accumulated deficit			Total
	Shares		Amount		Shares		Amount
Balance at December 31, 2019		1	$	1		5,132	$	51	$	63,579	$	(61,222	)	$	2,409
Issuance of Common Stock
Net Loss				-				-		-		1,916			1,916
Balance at December 31, 2020		1		1		5,132	$	51	$	63,579		(61,222	)		4,325
Issuance of Common Stock
Net Income				-				-		-		70			70
Balance at December 31, 2021		1		1		5,132	$	51	$	63,579		(61,152	)		4,395
Issuance of Common Stock
Net Income				-				-		-		181			181
Balance at December 31, 2022		1	$	1		5,132	$	51	$	63,579	$	(60,971	)	$	4,576

Schedule of notes receivable
	Interest
	Rate			2022		2021

American Realty Investors, Inc. (a related party) receivable upon maturity in September 2023		6	%	$	3,542	$	3,560


	2022			2021

Land and improvements	$	432		$	432
Buildings and improvements		341			341
Total fixed assets		773			773
Less: Accumulated depreciation		(142	)		(130	)
Net Fixed Assets	$	631		$	643

Schedule of Stockholders Equity
	Year Ended
	December 31,
	2022		2021
Series B convertible preferred stock, $10 par value, liquidation value of $100, authorized 100 shares, issued and outstanding one share		1		1


Year ended December 31, 2022	Current Operations		Corporate		Total		Discontinued Operations Oil & Gas

Operating revenue	$	212	$	-	$	212	$	-

Operating Expenses
Operating expenses		45		317		362		-
Depreciation, depletion and amortization		12		-		12		-
Impairment of oil and gas properties		-		-		-		-
Total Operating Expenses		57		317		374		-
Interest income		-		212		212		-
Interest expense		-		-		-		-
Other income (expense), net		-		131		131		-
Segment operating income (loss)	$	155	$	26	$	181		-


Year ended December 31, 2021	Current Operations		Corporate			Total			Discontinued Operations Oil & Gas

Operating revenue	$	101	$	-		$	101		$	-

Operating expenses		65		360			425
Depreciation, depletion and amortization		12		-			12			-
Impairment of oil and gas properties		-		-			-			-
Total Operating Expenses		77		360			437
Interest income		-		220			220			-
Interest expense		-		(5	)		(5	)
Other income (expense), net		-		191			191			-
Segment operating income (loss)	$	24	$	46		$	70		$	-


Year ended December 31, 2020	Current Operations		Corporate			Total			Discontinued Operations Oil & Gas

Operating revenue	$	101	$	-		$	101		$	225

Operating expenses		60		390			450			395
Depreciation, depletion and amortization		12		6			18			-
Impairment of oil and gas properties		-		-			-			-
Total Operating Expenses		72		396			468			395
Interest income		-		242			242			-
Interest expense		-		(12	)		(12	)		2,138
Other income (expense), net		-		85			85			-
Segment operating income (loss)	$	29	$	(81	)	$	(52	)	$	1,968


	First			Second			Third			Fourth
Year ended December 31, 2022	Quarter			Quarter			Quarter			Quarter

Revenue	$	45		$	47		$	63		$	57
Operating (expense)		(12	)		(13	)		(18	)		(14	)
Corporate general and administrative expense		(80	)		(80	)		(71	)		(86	)
Other income (expense) net		52			184			53			54
Income (loss) allocable to common shareholders		5			138			27			11
Income (loss) per common share – basic	$	0.01		$	0.02		$	0.01		$	0.01


	First			Second			Third			Fourth
Year ended December 31, 2021	Quarter			Quarter			Quarter			Quarter

Revenue	$	26		$	26		$	25		$	25
Operating (expense)		(18	)		(20	)		(34	)		(5	)
Corporate general and administrative expense		(74	)		(111	)		(53	)		(122	)
Other income (expense) net		145			154			54			53
Income (loss) allocable to common shareholders		79			49			(8	)		(49	)
Income (loss) per common share – basic	$	0.01		$	0.01			($0.01	)	$	0.00


	First			Second			Third			Fourth
Year ended December 31, 2020	Quarter			Quarter			Quarter			Quarter

Revenue	$	25		$	25		$	25		$	26
Operating (expense)		(18	)		(18	)		(18	)		(18	)
Corporate general and administrative expense		(104	)		(127	)		(65	)		(100	)
Other income (expense) net		60			60			137			58
Income (loss) allocable to common shareholders	$	(97	)	$	(1,367	)	$	2,182		$	(32	)
Income (loss) per common share – basic	$	0.02			($0.03	)		($0.43	)	$	0.00

Exhibit Designation		Exhibit Description
3.1		Articles of Incorporation of Medical Resource Companies of America (incorporated by reference to Exhibit 3.1 to Registrant’s Form S-4 Registration Statement No. 333-55968 dated December 21, 1992)
3.2		Amendment to the Articles of Incorporation of Medical Resource Companies of America (incorporated by reference to Exhibit 3.5 to Registrant’s Form 8-K dated April 1, 1993)
3.3		Restated Articles of Incorporation of Greenbriar Corporation (incorporated by reference to Exhibit 3.1.1 to Registrant’s Form 10-K dated December 31, 1995)
3.4		Amendment to the Articles of Incorporation of Medical Resource Companies of America (incorporated by reference to Exhibit to Registrant’s PRES 14-C dated February 27, 1996)
3.5		Certificate of Decrease in Authorized and Issued Shares effective November 30, 2001 (incorporated by reference to Exhibit 2.1.7 to Registrant’s Form 10-K dated December 31, 2002)
3.6		Certificate of Designations, Preferences and Rights of Preferred Stock dated May 7, 1993 relating to Registrant’s Series B Preferred Stock (incorporated by reference to Exhibit 4.1.2 to Registrant’s Form S-3 Registration Statement No. 333-64840 dated June 22, 1993)
3.7		Certificate of Voting Powers, Designations, Preferences and Rights of Registrant’s Series F Senior Convertible Preferred Stock dated December 31, 1997 (incorporated by reference to Exhibit 2.2.2 of Registrant’s Form 10-KSB for the fiscal year ended December 31, 1997)
3.8		Certificate of Voting Powers, Designations, Preferences and Rights of Registrant’s Series G Senior Non-Voting Convertible Preferred Stock dated December 31, 1997 (incorporated by reference to Exhibit 2.2.3 of Registrant’s Form 10-KSB for the fiscal year ended December 31, 1997)
3.9		Certificate of Designations dated October 12, 2004 as filed with the Secretary of State of Nevada on October 13, 2004 (incorporated by reference to Exhibit 3.4 of Registrant’s Current Report on Form 8-K for event occurring October 12, 2004)
3.10		Certificate of Amendment to Articles of Incorporation effective February 8, 2005 (incorporated by reference to Exhibit 3.5 of Registrant’s Current Report on Form 8-K for event occurring February 8, 2005)
3.11		Certificate of Amendment to Articles of Incorporation effective March 21, 2007 (incorporated by reference to Exhibit 3.13 of Registrant’s Current Report on Form 8-K for event occurring March 21, 2005)
3.12		Amended and restated bylaws of New Concept Energy, Inc. dated November 18, 2008.
10.1		Registrant’s 1997 Stock Option Plan (filed as Exhibit 4.1 to Registrant’s Form S-8 Registration Statement, Registration No. 333-33985 and incorporated herein by this reference).
10.2		Registrant’s 2000 Stock Option Plan (filed as Exhibit 4.1 to Registrant’s Form S-8 Registration Statement, Registration No. 333-50868 and incorporated herein by this reference)
14.0		Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.0 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003)
21.1*		Subsidiaries of the Registrant
31.1*		Rule 13a-14(a) Certification by Principal Executive Officer and Chief Financial Officer
32.1*		Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Reserve Study dated March 16, 2015 prepared by Lee Keeling and Associates, Inc is included as an exhibit
99.2		Shared Services Agreement effective December 31, 2010 (incorporated by reference to Exhibit 99.2 to Registrants Form 10K/A for the year ended December 31, 2011 filed March 21, 2013)
101		Interactive data files pursuant to Rule 405 of Regulation S-T

*Filed herewith.

	NEW CONCEPT ENERGY, INC.

March 20, 2023	by:	/s/ Gene S. Bertcher
	Gene S. Bertcher, Principal Executive
	Officer, President and Chief Financial Officer

Signature	Title	Date
/s/ Gene S. Bertcher Gene S. Bertcher	Chairman, President, Principal Executive Officer, Chief Financial Officer and Director	March 20, 2023
/s/ Raymond D Roberts Raymond D Roberts	Director	March 20, 2023
/s/ Richard W Humphrey Richard W Humphrey	Director	March 20, 2023
/s/ Dan Locklear Dan Locklear	Director	March 20, 2023
/s/ Cecilia Maynard Cecilia Maynard	Director	March 20, 2023

SEC Form 10-K filed by New Concept Energy Inc