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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 JUNE 30, 2008
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.
(formerly Cabeltel International Corporation)
(Exact Name of Registrant as Specified in Its Charter)
Nevada 75-2399477
------------------------------ ------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1755 Wittington Place, Suite 340
Dallas, Texas
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(Address of principal executive offices)
75234
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(Zip Code)
(972) 407-8400
(Registrant's telephone number, including area code)
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(Former name, former address and former
fiscal year, if changed since last report)
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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_|. No |X|.
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated
filer in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
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:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |_|. No |_|.
APPLICABLE ONLY TO CORPORATE ISSUERS:
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 1,936,935
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(Class) (Outstanding at August 13, 2008)
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NEW CONCEPT ENERGY, INC.
Index to Quarterly Report on Form 10-Q
Period ended June 30, 2008
PART I: FINANCIAL INFORMATION.................................................3
Item 1. Financial Statements...............................................3
Consolidated Balance Sheets..............................................3
Consolidated Statements of Operations....................................5
Consolidated Statements of Cash Flows....................................6
Notes To Consolidated Financial Statements...............................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk........12
Item 4. Controls and Procedures...........................................13
PART II: OTHER INFORMATION...................................................14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......14
Item 6. Exhibits..........................................................14
Signatures.................................................................16
2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
----------------------------
New Concept Energy, Inc.
Consolidated Balance Sheets
(amounts in thousands)
June 30, December 31,
Assets 2008 2007
(Unaudited)
------- -------
Current assets
Cash and cash equivalents $ 159 $ 172
Notes and interest receivable - related party 16,149 2,200
Other current assets 11 8
------- -------
Total current assets 16,319 2,380
Investment in mineral rights -- 6,848
Deposit for oil & gas acquisitions 5,429 --
Property and equipment, at cost
Land and improvements 20 20
Buildings and improvements 172 172
Equipment and furnishings 373 336
------- -------
565 528
Less accumulated depreciation 417 397
------- -------
148 131
Deferred tax asset -- 250
Other assets 250 177
------- -------
Total Assets $22,146 $ 9,786
======= =======
The accompanying notes are an integral part of these
Consolidated Financial Statements.
3
New Concept Energy, Inc.
Consolidated Balance Sheets - Continued
(amounts in thousands, except share amounts)
June 30, December 31,
Liabilities and Stockholders' equity 2008 2007
(Unaudited)
-------- --------
Current liabilities
Accounts payable - trade $ 82 $ 90
Income taxes payable 1,376 --
Accrued expenses 266 175
-------- --------
Total current liabilities 1,724 265
Long term debt - related party -- 6,921
Other long-term liabilities 428 459
-------- --------
Total liabilities 2,152 7,645
Stockholders' equity
Preferred stock, Series B 1 1
Common stock $.01 par value; authorized,
100,000,000 shares; 986,943 shares at
June 30, 2007 and 1,936,985 shares at
June 30, 2008 issued and outstanding 19 10
Additional paid-in capital 58,814 55,992
Accumulated deficit (38,840) (53,862)
-------- --------
19,994 2,141
-------- --------
Total Liabilities and Equity $ 22,146 $ 9,786
======== ========
The accompanying notes are an integral part of these
Consolidated Financial Statements.
4
New Concept Energy, Inc.
Consolidated Statements of Operations
(amounts in thousands, except per share data)
For The Three Month For The Six Month
Period Ended Period Ended
June 30, June 30,
2008 2007 2008 2007
-------- -------- -------- --------
(Unaudited) (Unaudited)
Revenue
Real estate operations $ 699 $ 761 $ 1,403 $ 1,482
-------- -------- -------- --------
Operating expenses
Real estate operations 313 324 628 630
Lease expense 237 219 473 459
Corporate general and administrative 264 251 525 474
-------- -------- -------- --------
814 794 1,626 1,563
-------- -------- -------- --------
Operating loss (115) (33) (223) (81)
Other income (expense)
Interest income 198 27 250 111
Interest expense (68) -- (230) --
Gain on the sale of leasehold interests 16,440 -- 16,440 --
Other income net 138 -- 412 10
-------- -------- -------- --------
16,708 27 16,872 121
-------- -------- -------- --------
Earnings (loss) from continuing operations 16,593 (6) 16,649 40
Provision for income taxes 1,626 -- 1,626 --
-------- -------- -------- --------
Net income (loss) from continuing operations 14,967 (6) 15,023 40
-------- -------- -------- --------
Discontinued Operations
Loss from operations -- -- -- (159)
Provision for asset impairment -- -- -- (314)
-------- -------- -------- --------
Loss from discontinued operations -- -- (473)
-------- -------- -------- --------
Net income (loss) applicable to common shares 14,967 (6) 15,023 (433)
======== ======== ======== ========
Earnings (loss) per share - basic and diluted
Continuing operations $ 7.73 $ (0.01) $ 7.84 $ 0.04
Discontinued operations -- -- -- (0.48)
-------- -------- -------- --------
Net income (loss) per share $ 7.73 $ (0.01) $ 7.84 $ (0.44)
======== ======== ======== ========
Basic weighted average common shares 1,937 986 1,916 986
The accompanying notes are an integral part of these
Consolidated Financial Statements.
5
New Concept Energy, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
For the Six Month
Period Ended June 30,
2008 2007
-------- --------
(Unaudited) (Unaudited)
Cash flows from operating activities
Net income from continuing operations $ 15,023 $ 40
Adjustments to reconcile net income (loss) to net
cash (provided by) used in operating activities
Depreciation, depletion and amortization 25 25
Gain on sale of mineral interests (16,440) --
Changes in deferred taxes 250
Changes in operating assets and liabilities
Interest receivable 82 (54)
Other current and non-current assets (3) 36
Other assets -- 163
Income taxes payable 1,376
Accounts payable, accrued and other liabilities (27) (210)
-------- --------
Net cash provided by operating activities 286 --
Cash flows provided by (used in) investing activities
Proceeds from the sale of mineral rights 23,288 --
Loans to affiliates (14,032) --
Deposit paid for the future purchase of oil & gas wells (5,429) --
Fixed asset additions (36) (23)
-------- --------
Net cash provided by (used in) investing activities 3,791 (23)
Cash flow provided from (used in) financing activities
Proceeds from the issuance of common stock 2,831 --
Payment of notes payable (6,921) --
-------- --------
Net cash used by financing activities (4,090) --
Cash flows from discontinued operations
Cash used by operating -- (46)
Cash used by financing -- (22)
-------- --------
Net cash used in discontinued operations (68)
NET DECREASE IN CASH AND CASH
EQUIVALENTS (13) (91)
Cash and cash equivalents at beginning of period 172 324
-------- --------
Cash and cash equivalents at end of period $ 159 $ 233
The accompanying notes are an integral part of these
Consolidated Financial Statements.
6
New Concept Energy, Inc.
Notes To Consolidated Financial Statements
Note A: Basis of Presentation
On May 21, 2008 the company changed its name from Cabeltel International
Corporation to New Concept Energy, Inc. The Company's business plan is to invest
and operate in the oil & gas business and the name change is to reflect those
objectives.
The accompanying unaudited consolidated financial statements include the
accounts of New Concept Energy, Inc. and its majority-owned subsidiaries
(collectively, "NCE" or the "Company"). All significant intercompany
transactions and accounts have been eliminated. Certain 2007 balances have been
reclassified to conform to the 2008 presentation.
The unaudited 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 ending December 31, 2007. Operating results for
the six month period ended June 30, 2008 are not necessarily indicative of the
results that may be expected for any subsequent quarter or for the fiscal year
ending December 31, 2008.
Note B: Business Description
Sale of Leases for Mineral Interests
On November 1, 2007, a wholly owned subsidiary of New Concept Energy, Inc.
entered into an agreement with Source Rock Energy of Arkansas, LLC, a Nevada
limited liability company ("SRA"), a related party, to acquire 1,712 net acres
of mineral leasehold interests in four separate sections of land in the
Fayetteville Shale area of Arkansas in exchange for the issuance of a promissory
note. The acquisition price was $4,000 per net acre payable on December 31, 2010
with interest at 9.5% per annum. The subsidiary also acquired two separate
options to acquire additional leasehold interests of 1,815 net acres and 583 net
acres in the same county in Arkansas at the same price of $4,000 per net acre.
At the time of the acquisition it was the Company's intention, subject to the
availability of funds, to develop and drill gas wells on the acreage however an
opportunity developed where the Company could sell the mineral rights to an
independent third party for cash.
7
On May 9, 2008 the company exercised its options to acquire the additional 2,398
acres and completed a sale of all its 4,112 acres of mineral rights. The company
received cash and recorded income before taxes of $16,440,000.
Deposit for oil and gas acquisition
The company is attempting to acquire certain oil and gas interests in the West
Virginia and Ohio area from a West Virginia Company that is currently in
bankruptcy. If we are successful the acquisition will cost approximately $12
million. The Company has deposited approximately $5.4 million with the US
Trustee in the bankruptcy matter. If we are not successful approximately $5.1
million will be recoverable and returned to the Company.
Pacific Pointe Retirement Inn
The Company leases and operates a retirement community in King City, Oregon,
with a capacity of 114 residents.
Gainesville Outlet Mall
The Gainesville Outlet Mall, which the Company acquired in 2003, has incurred
both cash and accounting losses since its acquisition. The Company incurred
operating losses of $159,000 at the mall and recorded an impairment loss of
$314,000 in the quarter ended March 31, 2007. Subsequent to March 31, 2007 the
Company did not fund any cash shortfalls incurred by the mall. Beginning in
April 2007 the operating losses at the mall were funded by an unrelated third
party who had guaranteed the bank debt. Effective December 31, 2007, the Company
transferred all of its ownership in the mall and approximately 40 acres of
undeveloped land to the unrelated third party.
Note C: Short-Term Note Receivable - Related Party
The Company has been developing a program to acquire and develop acreage and
drill gas wells in the Fayetteville, Arkansas area and has been raising cash to
achieve its objectives. Until such time as the funds are needed the Company has
invested the funds in short term notes with related parties.
In July 2006, the Company made an unsecured $1,377,000 loan to Eurenergy
Resources Corporation (a company that is 20% owned by an entity deemed to be
related to NCE). The loan has an annual interest rate of 8% with principal and
interest payable within 30 days after demand, and if not sooner demanded, on
July 17, 2007. Effective July 17, 2007 the existing accrued interest was added
to the principal balance, which increased the principal balance to $1,487,160,
and the maturity date was extended to July, 17, 2009. All other terms of the
note remain the same. As of June 30, 2008, the principal and interest due
totaled $1,595,959.
In November 2007, the Company made an unsecured $630,000 loan to Prime Income
Asset Management, Inc., a related party. The loan has an annual interest rate of
8 1/2 % with principal and interest payable within 30 days after demand. As of
June 30, 2008, principal and interest due totaled $663,171.
On March 18, 2008, the Company sold 950,000 shares of common stock to a related
party for $2,850,000 after expenses.
8
The Company made an unsecured $2,800,000 loan to Prime Income Asset Management,
Inc., a related party. The loan has an annual interest rate of prime plus two
percent with principal and interest payable within 30 days after demand, and if
not sooner demanded, on March 6, 2009. As of June 30, 2008, principal and
interest due totaled $2,883,981.
On May 9, 2008 the Company made a $16,432,000 unsecured loan to Prime Income
Asset Management, a related party. The note is payable on demand and bears
interest at prime rate, as published in The Wall Street Journal, plus two
percent. On May 28, 2008, Prime repaid $5,200,000 of the note leaving a balance
of $11,232,000 owed the Company. The Company used the repayment as a deposit on
a potential acquisition in the oil and gas industry.
Note D: Discontinued Operations
The operation of the Gainesville outlet mall has been reflected as a
discontinued operation in 2007. (See Note B).
Six Months
Discontinued Operations Ended
June 30, 2007
--------
Revenue $ 542
Operating Expenses 663
--------
Operating loss (121)
Income (Expense)
Interest expense (78)
Other income 40
--------
Loss from continuing operations (159)
Loss on sale of assets (314)
--------
Net loss on discontinued operations $ (473)
========
Note E: Contingencies
The Company is involved in various lawsuits arising in the ordinary course of
business. Management is of the opinion that the outcome of these lawsuits will
have no material impact on the Company's financial condition, results of
operations or liquidity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
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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 Consolidated Financial Statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. Certain of the Company's accounting policies
9
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 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.
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,
customer 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. The Company
has established a full valuation reserves for its existing deferred tax assets.
Liquidity and Capital Resources
At June 30, 2008, the Company had current assets of $16.3 million and current
liabilities of $1.7 million.
Cash and cash equivalents at June 30, 2008 were $159,000, as compared to
$172,000 at December 31, 2007.
Net cash provided from operating activities was $286,000 for the six months
ended June 30, 2008. During the six-month period, the Company had a net income
of $15.0 million.
Net cash provided from investing activities was $3.8 million for the six months
ended June 30, 2008, consisting of proceeds from the sale of mineral rights in
Arkansas of $23 million reduced by a short term loan to an affiliate of $14
million and a deposit for the acquisition of oil and gas interests of $5.4
million and the purchase of $36,000 of equipment at the Company's retirement
community.
Net cash used in financing activities was $4.1 million for the six months ended
June 30, 2008, consisting of net funds raised from the sale of 950,000 shares of
common stock of $2.8 million less the payment of $6.9 million of notes payable
principally due to the sale of certain mineral rights.
10
Results of Operations
The Company reported net income of $15.0 million for the three and six months
ended June 30, 2008, as compared to a net loss of $6,000 and $433,000 for the
same periods in 2007.
For the three and six months ended June 30, 2008, the Company recorded revenues
of $699,000 and $1.4 million from its retirement property compared to $761,000
and $1.5 million for the same periods in 2007. The Company's retirement property
is fully occupied and it is anticipated that it will remain so during 2008.
For the three and six months ended June 30, 2008, operating expenses and lease
expense at the retirement property were $550,000 and $1.1 million as compared to
$543,000 and $1.1 million for the same periods in 2007.
For the three and six months ended June 30, 2008, corporate general &
administrative expenses were $264,000 and $525,000 as compared to $251,000 and
$474,000 for the same periods in 2007.
For the three and six months ended June 30, 2008, interest income was $198,000
and $250,000 compared to $27,000 and $111,000 for the same periods in 2007. The
increases are due to the Company's increased investment in interest bearing
notes.
The Company recorded interest expense for the three and six months ended June
30, 2008, of $68,000 and $230,000 as compared to no interest expense for the
same periods in 2007. A wholly owned subsidiary of the Company purchased
leasehold interests in November 2007 in approximately 1,712 acres of land in the
Fayetteville Shale area of Arkansas in exchange for a $6.8 million note with
interest at 9.5% per annum.
Other income was $148,000 and $412,000 for the three and six months ended June
30, 2008, as compared to no other income and $10,000 for the same periods in
2007. The increase in the period ended March 31, 2008 was principally due to the
collection of back interest from a mortgage bond receivable due to the sale of a
property in August 2001. Because the mortgage bond was payable based on cash
flow and profit of the property, the uncollected interest was not recorded until
collected. The increase during the three months ended June 30, 2008 was
principally due to the collection of a note that was previously written off.
11
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 rents from a retirement community
and fees for services rendered. The real estate operation is affected by rental
rates that are highly dependent upon market conditions and the competitive
environment in the areas where the property is located. Compensation to
employees and maintenance are the principal cost elements relative to the
operation of this property. 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 or that,
should inflationary pressures arise, the Company will be able to offset such
costs by increasing rental rates in its real estate operation.
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
affect 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
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Interest Rate Risk
At June 30, 2008, the Company has no debt, other than normal accounts payable
and therefore, the Company has no exposure due to interest rate risk.
12
ITEM 4. CONTROLS AND PROCEDURES
-------------------------------
As required by Rule 13(a)-15(b), the Company's management, including the
principal executive officer, chief financial officer and principal accounting
officer, conducted an evaluation as of the end of the period covered by this
Report, of the effectiveness of the Company's disclosure controls and procedures
as defined in Exchange Act Rule 13(a)-15(e). Based on that evaluation, the chief
executive officer and the chief financial officer concluded that the Company's
disclosure controls and procedures were effective as of the end of the period
covered by this Report. As required by Rule 13(a)-15(d), the Company's
management, including the chief executive officer, chief financial officer and
principal accounting officer, also conducted an evaluation of the Company's
internal controls over financial reporting to determine whether any changes
occurred in the first fiscal quarter that materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting. Based on that evaluation, there has been no such change during the
first fiscal quarter.
It should be noted that any system of controls, however well designed and
operated, can only provide reasonable and not absolute assurance that the
objectives of the system will be met. In addition, the design of any control
system is based, in part, on certain assumptions about the likelihood of future
events.
13
PART II: OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-------------------------------------------------------------------
During the period of time covered by this Report, New Concept Energy, Inc. did
not repurchase any of its equity securities under any formal repurchase plan.
The following table sets forth a summary for the quarter, indicating no
repurchases were made under a formal program and that, at the end of the period
covered by this Report, no specified number of shares may yet be repurchased
under any program in place.
Total Number of
Shares Maximum
Purchased as Number of
Part of Shares that May
Publicly Yet be Purchased
Total Number of Average Price Announced Under the
Period Shares Purchased Paid per Share Program Program(a)
------ -------------------------------------------------------------------
Balance as of March 31, 2008.... -- -- -- --
April 1-30, 2008................ -- -- -- --
May 1-31, 2008.................. -- -- -- --
June 1-30, 2008 ................ -- -- -- --
Total .......................... -- -- -- --
(a) As a courtesy to stockholders of less than 100 shares and to
relieve such stockholders of having to pay a broker's commission, the Company,
although not obligated to do so, has periodically repurchased its common stock
at the then most recent closing price of the Company's common stock on the last
trading day before the stock certificate(s) is (are) actually received by the
Company from the stockholder. The number of such shares purchased in any period
of time has been minimal. Four shares were purchased during the quarter ended
June 30, 2008.
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 3.1 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)
14
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. ss.1350
----------------
*Filed herewith.
15
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: August 13, 2008 By: /s/ Gene S. Bertcher
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Gene S. Bertcher, Principal Executive
Officer, President and Chief Financial
Officer
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