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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED March 31, 2026
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 000-08187
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 |
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 Web site, 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, or smaller reporting company. See definitions 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 ¨ |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: ¨
No: x
Indicate the number of shares outstanding of each of the issuer’s
classes of Common Stock, as of the latest practicable date.
| Common Stock, $.01 par value |
5,131,934 shares |
| (Class) |
(Outstanding at May 6, 2026) |
NEW CONCEPT ENERGY, INC., AND SUBSIDIARY
Index to Quarterly Report on Form 10-Q
Period ended March 31, 2026
| PART I: FINANCIAL INFORMATION |
3 |
| |
|
| Item 1. Financial Statements (Unaudited) |
3 |
| Condensed Consolidated Balance Sheets |
3 |
| Condensed Consolidated Statements of Operations |
5 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity |
6 |
| Condensed Consolidated Statements of Cash Flows |
7 |
| Notes To Condensed Consolidated Financial Statements |
8 |
| |
|
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
10 |
| |
|
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
12 |
| |
|
| Item 4. Controls and Procedures |
12 |
| |
|
| PART II: OTHER INFORMATION |
13 |
| |
|
| Item 6. Exhibits |
13 |
| |
|
| Signatures |
14 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
NEW CONCEPT ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
| | |
| | | |
| | |
| | |
March 31,
2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
(Audited) | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 318 | | |
$ | 383 | |
| Other current assets | |
| 62 | | |
| 13 | |
| Total current assets | |
| 380 | | |
| 396 | |
| | |
| | | |
| | |
| Property and equipment, net of depreciation | |
| | | |
| | |
| Land, buildings and equipment | |
| 619 | | |
| 622 | |
| | |
| | | |
| | |
| Note and interest receivable - related party | |
| | | |
| | |
| Note receivable | |
| 3,542 | | |
| 3,542 | |
| Interest receivable | |
| - | | |
| - | |
| Note and interest receivable - related party | |
| 3,542 | | |
| 3,542 | |
| | |
| | | |
| | |
| Total assets | |
$ | 4,541 | | |
$ | 4,560 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
(dollars in thousands, except per share value
amounts)
| | |
March 31,
2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
(Audited) | |
| Liabilities and stockholders' equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable (including $8 due to related parties in 2026 and 2025) | |
$ | 25 | | |
$ | 26 | |
| Accrued expenses | |
| 39 | | |
| 43 | |
| Total current liabilities | |
| 64 | | |
| 69 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' equity | |
| | | |
| | |
| Preferred stock, Series B, $10 par value; authorized 100,000 shares, 1 issued and outstanding at March 31, 2026 and December 31, 2025 | |
| 1 | | |
| 1 | |
| Common stock, $.01 par value; authorized, 100,000,000 shares; issued and
outstanding, 5,131,934 shares at March 31, 2026 and December 31, 2025 | |
| 51 | | |
| 51 | |
| Additional paid-in capital | |
| 63,579 | | |
| 63,579 | |
| Accumulated deficit | |
| (59,154 | ) | |
| (59,140 | ) |
| Total stockholders' equity | |
| 4,477 | | |
| 4,491 | |
| | |
| | | |
| | |
| Total liabilities and stockholders' equity | |
$ | 4,541 | | |
$ | 4,560 | |
The accompanying notes are an integral
part of these condensed consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
| | |
| | | |
| | |
| | |
Three Months ended March 31, | |
| | |
| |
| | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| | |
| | |
| |
| Revenue | |
| | | |
| | |
| Rent | |
$ | 26 | | |
$ | 26 | |
| Management fees | |
| 13 | | |
| 12 | |
| Total Revenues | |
| 39 | | |
| 38 | |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| Operating expenses | |
| 13 | | |
| 12 | |
| Corporate general and administrative | |
| 77 | | |
| 89 | |
| Total Operating Expenses | |
| 90 | | |
| 101 | |
| | |
| | | |
| | |
| Loss from operations | |
| (51 | ) | |
| (63 | ) |
| | |
| | | |
| | |
| Other Income | |
| | | |
| | |
| Interest income ($34 and $39 from related parties in 2026 and 2025) | |
| 37 | | |
| 43 | |
| Total Other Income | |
| 37 | | |
| 43 | |
| | |
| | | |
| | |
| Net income (loss) applicable to common shares | |
$ | (14 | ) | |
$ | (20 | ) |
| | |
| | | |
| | |
| Net income (loss) per common share-basic and diluted | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
| | |
| | | |
| | |
| Weighted average common and equivalent shares outstanding - basic and diluted | |
| 5,132 | | |
| 5,132 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
(unaudited)
(Dollar amounts in thousands)
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Series B | | |
| | |
| | |
Additional paid - | | |
Accumulated | | |
| |
| | |
Preferred stock | | |
Common Stock | | |
in capital | | |
deficit | | |
Total | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| For the three months ended March 31, 2026 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at December 31, 2025 | |
| 1 | | |
$ | 1 | | |
| 5,131,934
| | |
$ | 51 | | |
$ | 63,579 | | |
$ | (59,140 | ) | |
$ | 4,491 | |
| Net loss | |
| | | |
| - | | |
| | | |
| - | | |
| - | | |
| (14 | ) | |
| (14 | ) |
| Balance at March 31, 2026 | |
| 1 | | |
$ | 1 | | |
| 5,131,934
| | |
$ | 51 | | |
$ | 63,579 | | |
$ | (59,154 | ) | |
$ | 4,477 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| For the three months ended March 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at December 31, 2024 | |
| 1 | | |
$ | 1 | | |
| 5,131,934
| | |
$ | 51 | | |
$ | 63,579 | | |
$ | (59,094 | ) | |
$ | 4,537 | |
| Net loss | |
| | | |
| - | | |
| | | |
| - | | |
| - | | |
| (20 | ) | |
| (20 | ) |
| Balance at March 31, 2025 | |
| 1 | | |
$ | 1 | | |
| 5,131,934
| | |
$ | 51 | | |
$ | 63,579 | | |
$ | (59,114 | ) | |
$ | 4,517 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(amounts in thousands)
| | |
| | | |
| | |
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| | |
| | |
| |
| Cash flows from operating activities | |
| | | |
| | |
| Net income (loss) | |
$ | (14 | ) | |
$ | (20 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
| | | |
| | |
| Cash paid for interest | |
| | | |
| | |
| Depreciation, depletion and amortization | |
| 3 | | |
| 3 | |
| Changes in assets and liabilities: | |
| | | |
| | |
| Other current assets | |
| (49 | ) | |
| (4 | ) |
| Accounts payable and other liabilities | |
| (5 | ) | |
| (9 | ) |
| Net cash (used) in operating activities | |
| (65 | ) | |
| (30 | ) |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Net (decrease) in cash and cash equivalents | |
| (65 | ) | |
| (30 | ) |
| Cash and cash equivalents at beginning of year | |
| 383 | | |
| 363 | |
| | |
| | | |
| | |
| Cash and cash equivalents at end of period | |
$ | 318 | | |
$ | 333 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Cash paid for interest | |
| - | | |
| - | |
| Cash received for interest | |
| 37 | | |
| 87 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
NEW CONCEPT ENERGY, INC., AND SUBSIDIARY
Notes To Condensed Consolidated Financial Statements
(unautied)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of New Concept Energy, Inc., and its wholly owned subsidiary (collectively, “NCE” or the “Company”).
All significant intercompany transactions and accounts have been eliminated.
The unaudited condensed consolidated financial statements
included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such
information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to
make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting
policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United
States of America, have been condensed or omitted pursuant to such rules and regulations.
These financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2025. Operating results for the three-month period ended March 31, 2026 are not necessarily indicative of the
results that may be expected for any subsequent quarter or for the fiscal year ending December 31, 2026.
2. NATURE OF OPERATIONS
The Company owns approximately 190 acres of land located
in Parkersburg, West Virginia. Located on the land are four structures totaling approximately 53,000 square feet. Of this total area the
main industrial/office building contains approximately 24,800 square feet of which approximately 16,000 square feet is leased at a rate
of $104,000 per annum over the term of the lease which expires October 1, 2029. For accounting purposes this lease is classified as an
operating lease.
In August 2020, the Company sold its oil and gas operations to a third
party. On January 1, 2022, the Company entered into a Consulting Management Agreement with respect to such oil and gas operations whereby
the Company would provide management, supervisory and administrative services for a fee of 10% of the gross revenue of such oil and gas
operations. The agreement is effective January 1, 2022, and may be terminated by either party upon sixty days’ notice.
The Company is evaluating business opportunities to provide both additional
income and cash flow.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
We consider accounting policies related to our estimates of depreciation,
amortization, doubtful accounts, leases, revenue recognition for real estate operations, impairment, and sales of real estate as significant accounting policies.
Our commercial property lease includes minimum rents and rental revenue is recognized on a straight-line basis over the term of the lease.
The policies include significant estimates made by management using
information available at the time the estimates are made. However, these estimates could change materially if different information or
assumptions were used. These policies are summarized in our Annual Report on Form 10-K for the year ended December 31, 2025.
Revenue Recognition
The Company recognizes revenues in accordance with Financial Accounting
Standards Board “FASB” Accounting Standards Codification “ASC” Topic 606, Revenue from Contracts with Customers.
Under this guidance, the Company recognizes revenue when performance obligations under the terms of a contract with a customer are satisfied
or when the Company satisfies a performance obligation.
The Company derives revenue from rental income from property
leases and consulting management fees. Revenue related to rental income from property leases are recognized monthly and consulting management
fees are recognized quarterly as they are earned over a period of time.
Income Taxes
The Company accounts for income taxes in accordance with “Accounting
for Income Taxes.” ASC 740 requires an asset and liability approach to financial accounting for income taxes. In the event differences
between the financial reporting basis and the tax basis of the Company’s assets and liabilities result in deferred tax assets, ASC
740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance
is provided for a portion or all of the deferred tax assets when there is uncertainty regarding the Company’s ability to recognize
the benefits of the assets in future years. Recognition of the benefits of deferred tax assets will require the Company to generate future
taxable income. There is no assurance that the Company will generate earnings in future years. Since management could not determine the
likelihood that the benefit of the deferred tax asset would be realized, no deferred tax asset was recognized by the Company.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic
740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information
with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income
taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently
evaluating the impact of ASU 2023-09 on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting
Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU
2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense
Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional
disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included
in the expense captions presented in the income statement, ASU 2024-03, as clarified by ASU 2025-01, is effective for the fiscal years
beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
We are currently evaluating the impact of these statements on our consolidated financial statements.
4. RELATED PARTIES
Beginning in 2011 Pillar Income Asset Management (“Pillar”)
became an advisor to the Company. Pillar is a wholly owned subsidiary of Realty Advisors, Inc. Mr. Bertcher serves as a director of Pillar.
The Company has conducted business with Pillar whereby Pillar provides the Company with services including processing payroll, acquiring
insurance, Information Technology, Cybersecurity and other administrative matters. The Company believes that by purchasing these services
through Pillar it can get lower costs and better service.
Until August 31, 2024, the arrangement between the Company and Pillar
has been on an informal basis. Effective September 1, 2024, the Company and Pillar have entered into a formal agreement whereby Pillar
will provide certain management administrative and advisory services for an agreed upon fee. The fee for Pillar’s services for each
of the three months ended March 31, 2026 and 2025, was approximately $9,000.
5. CONCENTRATIONS
The Company maintains its cash balances at financial institutions that
participate in the Federal Deposit Insurance Corporation’s Transaction Account Guarantee Program which insures depositors up to
$250,000. The Company has not experienced losses with respect to its bank balances in excess of government provided insurance. Management
believes that no significant concentration of credit risk exists with respect to these cash balances at March 31, 2026.
6. NOTE RECEIVABLE
The Company has a Note Receivable from American Realty Investors, Inc.
(a related party) in the amount of $3,542,000 at March 31, 2026. The note bears interest at the Secured Overnight Financing Rate (“SOFR”)
at the end of each calendar quarter (3.68% at March 31, 2026 ) and is due at September 30, 2027.
7. OPERATING SEGMENTS
The following table reconciles the segment information
to the corresponding amounts in the condensed consolidated statements of operations (in thousands):
| Schedule of segment information | |
| | | |
| | | |
| | |
| Three Months Ended March 31, 2026 | |
Current
Operations | | |
Corporate | | |
Total | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| |
| Operating revenue | |
$ | 39 | | |
$ | - | | |
$ | 39 | |
| | |
| | | |
| | | |
| | |
| Operating expenses | |
| 10 | | |
| 77 | | |
| 87 | |
| Depreciation | |
| 3 | | |
| - | | |
| 3 | |
| Total operating expenses | |
| 13 | | |
| 77 | | |
| 90 | |
| Interest income | |
| - | | |
| 37 | | |
| 37 | |
| Segment operating income (loss) | |
$ | 26 | | |
$ | (40 | ) | |
$ | (14 | ) |
| | |
| | | |
| | | |
| | |
| Three Months Ended March 31, 2025 | |
Current Operations | | |
Corporate | | |
Total | |
| | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| Operating revenue | |
$ | 38 | | |
$ | - | | |
$ | 38 | |
| | |
| | | |
| | | |
| | |
| Operating expenses | |
| 9 | | |
| 89 | | |
| 98 | |
| Depreciation | |
| 3 | | |
| - | | |
| 3 | |
| Total operating expenses | |
| 12 | | |
| 89 | | |
| 101 | |
| Interest income | |
| - | | |
| 43 | | |
| 43 | |
| Segment operating income (loss) | |
$ | 26 | | |
$ | (46 | ) | |
$ | (20 | ) |
8. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 6, 2026, the
date the financial statements were available to be issued and determined that there are none to be reported.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Critical Accounting Policies and Estimates
The Company’s discussion and analysis of its financial
condition and results of operations are based upon the Company’s condensed consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. Certain of the Company’s accounting policies require
the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments
are subject to an inherent degree of uncertainty. These judgments and estimates are based upon the Company’s historical experience,
current trends and information available from other sources that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.
The Company’s significant accounting policies are summarized
in Note 2 to our consolidated financial statements in our annual report on Form 10-K. The Company believes the following critical accounting
policies are more significant to the judgments and estimates used in the preparation of its consolidated financial statements. Revisions
in such estimates are recorded in the period in which the facts that give rise to the revisions become known.
Doubtful Accounts
The Company’s allowance for doubtful accounts receivable and
notes receivable is based on an analysis of the risk of loss on specific accounts. The analysis places particular emphasis on past due
accounts. Management considers such information as the nature and age of the receivable, the payment history of the tenant, customer or
other debtor and the financial condition of the tenant or other debtor. Management’s estimate of the required allowance, which is
reviewed on a quarterly basis, is subject to revision as these factors change.
Deferred Tax Assets
Significant management judgment is required in determining the provision
for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. The future
recoverability of the Company’s net deferred tax assets is dependent upon the generation of future taxable income prior to the expiration
of the loss carry forwards. At March 31, 2026, the Company had a deferred tax asset due to tax deductions available to it in future years.
However, as management could not determine that it was more likely than not that the benefit of the deferred tax asset would be realized,
a 100% valuation allowance was established.
Liquidity and Capital Resources
At March 31, 2026, the Company had current assets of $380,000 and current
liabilities of $64,000. At December 31, 2025, the Company had current assets of $396,000 and current liabilities of $69,000.
Cash and cash equivalents at March 31,2026 were $318,000 as compared
to $383,000 at December 31, 2025.
Results of Operations
Comparison of the three months ended March 31,2026 to the same
period in 2025
The Company reported a net loss from continuing operations of ($14,000)
for three months ended March 31, 2026, as compared to a net loss of ($20,000) for the similar period in 2025.
For the three months ended March 31,2026 the Company had revenue of
$39,000 including $26,000 for rental income and $13,000 in management fees. For the three months ended March 31, 2025 the Company had
revenue of $38,000 including $26,000 for rental income and $12,000 in management fees.
For the three months ended March 31, 2026, corporate general and administrative
expenses were $77,000 as compared to
$89,000 for the comparable period in 2025.
Forward Looking Statements
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995: A number of the matters and subject areas discussed in this filing that are not historical or current facts
deal with potential future circumstances, operations and prospects. The discussion of such matters and subject areas is qualified by the
inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from the Company’s actual
future experience involving any one or more of such matters and subject areas relating to interest rate fluctuations, the ability to obtain
adequate debt and equity financing, demand, pricing, competition, construction, licensing, permitting, construction delays on new developments,
contractual and licensure, and other delays on the disposition, transition, or restructuring of currently or previously owned, leased
or managed properties in the Company’s portfolio, and the ability of the Company to continue managing its costs and cash flow while
maintaining high occupancy rates and market rate charges in its retirement community. The Company has attempted to identify,
in context, certain of the factors that it currently believes may cause actual future experience and results to differ from the Company’s
current expectations regarding the relevant matter of subject area. These and other risks and uncertainties are detailed in the Company’s
reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q.
Inflation
The Company’s principal source of revenue is rent fees for services
rendered and interest income. Although the Company has not historically experienced any adverse effects of inflation on salaries
or other operating expenses, there can be no assurance that such trends will continue.
Environmental Matters
The Company has conducted environmental assessments on most of its
existing owned or leased properties. These assessments have not revealed any environmental liability that the Company believes would have
a material adverse effect on the Company’s business, assets or results of operations. The Company is not aware of any such environmental
liability. The Company believes that all of its properties are in compliance in all material respects with all federal, state and local
laws, ordinances and regulations regarding hazardous or toxic substances or petroleum products. The Company has not been notified by any
governmental authority and is not otherwise aware of any material non-compliance, liability or claim relating to hazardous or toxic substances
or petroleum products in connection with any of its communities.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
Interest Rate Risk
The Company has a note receivable which has a variable interest rate.
The Company has extinguished all its outstanding debt obligations that
bare interest therefore; the Company has no risk from exposure to changes in interest rates from debt obligations.
Item 4. CONTROLS AND PROCEDURES
(a) Based
on an evaluation by our management (with the participation of our Principal Executive Officer and Principal Financial Officer), as of
the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms
and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial
Officer, to allow timely decisions regarding required disclosures.
(b) There
has been no change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the most recent
fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits
The following exhibits are filed herewith or incorporated by reference
as indicated below.
| 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 |
Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to Registrant’s Form S-4 Registration Statement No. 333-55968 dated December 21, 1992) |
| |
|
| 3.6 |
Amendment to Section 3.1 of Bylaws of Registrant adopted October 9, 2003 (incorporated by reference to Exhibit 3.2.1 to Registrant’s Form S-4 Registration Statement No. 333-55968 dated December 21, 1992) |
| |
|
| 3.7 |
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) |
| |
|
| 3.8 |
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) |
| |
|
| 3.9 |
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) |
| |
|
| 3.10 |
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) |
| |
|
| 3.11 |
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) |
| |
|
| 3.12 |
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) |
| |
|
| 3.13 |
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) |
| |
|
| 31.1* |
Certification pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended, of 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 |
| |
|
| 101 |
Interactive data files pursuant to Rule 405 of Regulation S-T. |
*Filed herewith.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of
1934, Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
New Concept Energy, Inc. |
|
| |
|
|
|
| Date: May 07, 2026 |
By: |
/s/ Gene Bertcher |
|
| |
|
Gene S. Bertcher, Principal Executive |
|
| |
|
Officer, President and Chief Financial |
|
| |
|
Officer |
|
14