CUSIP No. 643611-10-6
CUSIP No. 643611-10-6
Item 1. Security and Issuer
This Amendment No. 23 to Statement on Schedule 13D (this "Amendment No. 23") relates to shares of Common Stock, par value $0.01 per share (the "Shares"), of New Concept Energy, Inc., a Nevada corporation (the "Company" or the "Issuer" or "GBR"), and further amends the original Statement on Schedule 13D, as amended by Amendment Nos. 1 through 22 to Statement on Schedule 13D (all, collectively, the "Amended Statement"), filed by the "Reporting Persons" described below. Since August 28, 2011, the principal executive offices of the Issuer have been located at 1603 LBJ Freeway, Suite 300, Dallas, Texas 75234. The CUSIP number of the Shares is 643611-10-6. The Shares are currently listed and traded on the NYSE MKT.
This Amendment No. 23 is being filed to reflect the disposition by each of the "Reporting Persons" of Shares between September 14, 2016, and October 11, 2016.
Item 2. Identity and Background
Item 2 of the Amended Statement is further amended by restating the first portion of such item as follows:
(a)-(c) and (f) This Amendment No. 23 is being filed on behalf of Arcadian Energy, Inc. (formerly, International Health Products, Inc.), a Nevada corporation ("AEI"), TacCo Financial, Inc. (formerly, Institutional Capital Corporation), a Nevada corporation ("TFI"), and URC Energy LLC, a Nevada limited liability company ("URCELLC"), the sole member of which is AEI. AEI, TFI and URCELLC are collectively referred to as the "Reporting Persons." The Reporting Persons may be deemed to constitute a "Person" within the meaning of Section 13d of the Securities Exchange Act of 1934, as amended. AEI is owned by a trust established for the benefit of the wife and children of Gene E. Phillips (the "Martin Trust"). URCELLC's sole and managing member is AEI. TFI's day-to-day operations are managed by the same personnel who manages AEI's day-to-day operations and other private companies owned by Gene E. Phillips or his family trusts. Since June 30, 2015, the principal office of each of the Reporting Persons is located at 2010 Valley View Lane, Suite 145, Farmers Branch, Texas 75234. As of September 14, 2016, the directors of AEI are Robert C. Murray, Sr. and Christine A. Morin; Mr. Murray is the President and Treasurer of AEI. All of the officers and directors of AEI and TFI are U. S. Citizens.
(d)-(e) During the past five years, none of the Reporting Persons nor any officer or director of AEI or TFI has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person been a party to a civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
All transactions reported were sales and dispositions; no source and amount of funds or other consideration explanation is necessary.
Item 4. Purpose of Transaction
There has been no change in the matters reported in this item under the Amended Statement.
Item 5. Interest in Securities of the Issuer
(a) According to the latest information available as of September 15, 2016, the total number of issued and outstanding Shares is believed to be 1,946,935 Shares, and each of the Reporting Persons owns and holds directly the following Shares as of October 11, 2016:
Name | No. of Shares Owned Directly | Approximate Percent of Class |
AEI | -0- | 0% |
TFI | 500 | 0.026% |
URCELLC | -0- | 0% |
TOTAL | 500 | 0.026% |
Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of TFI may be deemed to beneficially own the Shares held directly by TFI; each of the directors of AEI may be deemed to beneficially own any Shares held by AEI and URCELLC. Those individuals and the number of Shares deemed beneficially owned pursuant to Rule 13d-3 and the approximate percent of class, as well as the relationship, are set forth in the following table as of September 30, 2016:
Name of Director or Manager | Entity | No. of Shares Beneficially Owned | Approximate Percent of Class |
Ted P. Stokely | TFI | 500 | 0.026% |
Christine A. Morin | AEI and URCELLC | -0- | 0% |
Robert C. Murray, Sr. | AEI and URCELLC | -0- | 0% |
Total Shares beneficially owned by Reporting Persons and individuals listed above: | 500 | 0.026% |
(b) Each of the directors of TFI shares voting and dispositive power over the 500 Shares held directly by TFI. Robert C. Murray, Sr. and Christine A. Morin, the two directors of AEI, share voting and dispositive power over any Shares held directly by URCELLC and over any Shares held by AEI.
(c) During the sixty calendar days ended October 11, 2016, the Reporting Persons and their executive officers and directors did not engage in any transaction in the Shares or any other equity interest derivative thereof, except for the following sales of Shares, on the dates indicated below for each entity:
Name | Date of Sale Transaction | No. of Shares | Price per Share | Total Net of Fees |
TFI | 09/14/16 | 8,300 | $3.97 | $32,541 |
TFI | 09/16/16 | 6,174 | $3.82 | $23,297 |
| SUBTOTAL | 14,474 | | |
URCELLC | 09/23/16 | 123,512 | $3.98 | $485,979 |
URCELLC | 09/27/16 | 40,123 | $3.72 | $149,258 |
URCELLC | 09/28/16 | 58,875 | $3.53 | $204,858 |
URCELLC | 09/29/16 | 88,001 | $3.07 | $265,550 |
URCELLC | 09/30/16 | 18,700 | $3.04 | $55,826 |
URCELLC | 10/03/16 | 28,647 | $2.77 | $77,976 |
URCELLC | 10/04/16 | 79,853 | $2.51 | $198,431 |
URCELLC | 10/05/16 | 23,143 | $2.50 | $56,807 |
URCELLC | 10/06/16 | 15,950 | $2.45 | $38,330 |
URCELLC | 10/07/16 | 82,625 | $2.56 | $211,411 |
URCELLC | 10/10/16 | 29,609 | $2.34 | $67,919 |
URCELLC | 10/11/16 | 83,441 | $2.55 | $208,785 |
| SUBTOTAL | 672,630 | | |
AEI | 09/15/16 | 20,000 | $3.90 | $77,087 |
AEI | 09/16/16 | 18,441 | $3.82 | $69,595 |
AEI | 09/16/16 | 29,700 | $3.70 | $108,462 |
AEI | 09/22/16 | 190 | $3.72 | $702 |
AEI | 10/07/16 | 73,007 | $2.65 | $193,469 |
| SUBTOTAL | 141,338 | | |
(d) No person other than the Reporting Persons or members of their respective Boards of Directors is known to have the right to receive or the power to direct receipt of dividends from, or the proceeds of sale of, the Shares of GBR held by any of the Reporting Persons.
(e) On October 7, 2016, AEI and URCELLC ceased to be the beneficial owners of 5% of the outstanding Shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Amended Statement is hereby further amended by replacing the language thereof with the following:
Except as set forth above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships, legal or otherwise, with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.