SEC Form 10-K filed by New Concept Energy Inc

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, 2023

¨	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 ¨ 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 ¨ 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 ¨

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 ¨

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

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, 2023 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $4,559,000 based upon a total of 3,736,999 shares held as of June 30, 2023 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 29, 2024, 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, 2023

Forward-Looking Statements	4

PART I	4

Item 1. Business	4
Item 1A. Risk Factors	5
Item 1B. Unresolved Staff Comments	5
Item 1C. Cybersecurity	5
Item 2. Properties	6
Item 3. Legal Proceedings	6

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	7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7a: Quantitative and Qualitative Disclosures About Market Risk	8
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	9

PART III	9

Item 10. Directors, Executive Officers and Corporate Governance	9
Item 11. Executive Compensation	12
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13. Certain Relationships and Related Transactions, and Director Independence	15
Item 14. Principal Accounting Fees and Services	15

PART IV	17

Item 15. Exhibits and Financial Statement Schedules	17

Item 16. Form 10-K Summary	17

SIGNATURES	34

	2023				2022

	High		Low		High		Low
First Quarter	$	1.40	$	0.99	$	6.25	$	2.22
Second Quarter	$	1.26	$	1.02	$	3.47	$	1.54
Third Quarter	$	1.24	$	0.92	$	2.34	$	1.05
Fourth Quarter	$	1.37	$	1.02	$	2.00	$	1.06

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

DIRECTOR COMPENSATION
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	2023		2022		2021
Audit Fees	$	44,250	$	42,750	$	71,525
Tax Fees		3,750		2,750		12,530

Total Fees	$	48,000	$	45,500	$	84,055

		Page
FINANCIAL STATEMENTS

Report of Turner & Stone Company, LLC (PCAOB ID Number 76)			18
Report of Swalm & Associates, P.C. (PCAOB ID Number 1820)			20
Consolidated Balance Sheets			22
Consolidated Statements of Operations			24
Consolidated Statements of Changes in Stockholders’ Equity			25
Consolidated Statements of Changes in Cash Flows			26
Notes to Consolidated Financial Statements			27

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.


	At December 31,
	2023		2022
Assets

Current assets
Cash and cash equivalents	$	447	$	436
Other current assets		12		30
Total current assets		459		466

Property and equipment, net
Land, buildings and equipment		629		631

Note Receivable - related party		3,542		3,542


Total assets	$	4,630	$	4,639


	Year Ended December 31,
	2023			2022			2021
Revenue
Rent	$	101		$	101		$	101
Management Fee		51			111			-
		152			212			101

Operating Expenses
Operating Expenses		57			57			77
Corporate general and administrative		338			317			360
Total Operating Expenses		395			374			437
Operating loss		(243	)		(162	)		(336	)

Other Income (Expense)
Interest income from a related party		213			212			212
Interest income		9			-			8
Interest expense		-			-			(5	)
Other income		-			131			191
Total Other income (Expense)		222			343			406

Net income (loss) applicable to common shares	$	(21	)	$	181		$	70


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

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


	Series B				Common Stock				Additional paid		Accumulated
									in capital		deficit			Total
	Shares		Amount		Shares		Amount
Balance at December 31, 2020		1	$	1		5,132	$	51	$	63,579	$	(59,306	)	$	4,325
Issuance of Common Stock
Net Income				-				-		-		70			70
Balance at December 31, 2021		1		1		5,132	$	51		63,579		(59,236	)		4,395
Issuance of Common Stock
Net Income				-				-		-		181			181
Balance at December 31, 2022		1		1		5,132		51		63,579		(59,055	)		4,576
Issuance of Common Stock
Net Loss				-				-		-		(21	)		(21	)
Balance at December 31, 2023		1	$	1		5,132	$	51	$	63,579	$	(59,076	)	$	4,555


	2023			2022

Land and improvements	$	432		$	432
Buildings and improvements		352			341
Total fixed assets		784			773
Less: Accumulated depreciation		(155	)		(142	)
Net Fixed Assets	$	629		$	631

Schedule of effective income tax rate
	2023			2022			2021
Earned income tax at statutory rate of 21%	$	-		$	39		$	15
Net operating loss utilization	$	-			(39	)		(15	)
Deferred tax asset from NOL carry forwards	$	-			1,583			1,735
Valuation allowance	$	-			(1,583	)		(1,735	)
Reported income tax expense (benefit)	$	-		$	-		$	-

Effective income tax rate		0.00	%		0.00	%		0.00	%

Schedule of stockholders equity
	Year Ended
	December 31,
	2023		2022
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, 2023	Current Operations		Corporate			Total

Operating revenue	$	152	$	-		$	152

Operating expenses		44		338			382
Depreciation		13		-			13
Total Operating Expenses		57		338			395
Interest income		-		222			222
Segment operating income (loss)	$	95	$	(116	)	$	(21	)


Year ended December 31, 2022		Current Operations		Corporate			Total

Operating revenue	$	212	$	-		$	212

Operating expenses
Depreciation		45		317			362
Impairment of oil and gas properties		12		-			12
Interest income		57		317			374
Interest expense		-		212			212
Segment operating income		-		131			131
	$	155	$	26		$	181


Year ended December 31, 2021		Current Operations		Corporate			Total

Operating revenue		101	$	-		$	101

Operating expenses		65		360		$	425
Depreciation		12		-		$	12
Total Operating Expenses		77		360		$	437
Interest income		-		220		$	220
Interest expense		-		(5	)	$	(5	)
Other income		-		191		$	191
Segment operating income	$	24	$	46		$	70


	First			Second			Third			Fourth
Year ended December 31, 2023	Quarter			Quarter			Quarter			Quarter

Revenue	$	45		$	35		$	35		$	37
Operating expense		(12	)		(14	)		(15	)		(16	)
Corporate general and administrative expense		(68	)		(81	)		(70	)		(119	)
Other income		52			54			57			59
Income (loss) allocable to common shareholders		17			(6	)		7			(39	)
Income (loss) per common share – basic and diluted	$	0.01		$	(0.01	)	$	0.01		$	0.01


		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		52			184			53			54
Income allocable to common shareholders		5			138			27			11
Income per common share – basic and diluted	$	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		145			154			54			53
Income (loss) allocable to common shareholders		79			49			(8	)		(49	)
Income (loss) per common share – basic and diluted	$	0.01		$	0.01		$	(0.01	)	$	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

	NEW CONCEPT ENERGY, INC.

March 29, 2024	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 29, 2024
/s/ Raymond D Roberts Raymond D Roberts	Director	March 29, 2024
/s/ Richard W Humphrey Richard W Humphrey	Director	March 29, 2024
/s/ Dan Locklear Dan Locklear	Director	March 29, 2024
/s/ Cecilia Maynard Cecilia Maynard	Director	March 29, 2024

Schedule of notes receivable

American Realty Investors, Inc. (a related party) receivable upon maturity

in September 2025