SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ____)

NEW CONCEPT ENERGY, INC.

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(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

 

 

643611-10-6

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(CUSIP Number)

 

 

Steven C. Metzger

3626 N. Hall Street, Suite 800

Dallas, Texas 75219

214-740-5030

214-523-3838 (Facsimile)

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 22, 2018

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(b)(3) or (4), check the following box [  ].

NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting persons's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 643611-10-6

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CUSIP No. 643611-10-6

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1) Names of Reporting Persons
May Realty Holdings, Inc.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
Nevada
	7) Sole Voting Power
Number of	-0-
Shares
Beneficially	8) Shared Voting Power
Owned by	-0-
Each Reporting
Person With	9) Sole Dispositive Power
	-0-
	10) Shared Dispositive Power
	-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
60,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11)
2.81%
14) Type of Reporting Person (See Instructions)
CO

 

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Statement”) 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”).  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 American.

This Statement is being filed in an abundance of caution to reflect the entry into an agreement described in Item 6 below, the consummation of which is subject to stockholder approval as long as the Shares are listed and traded on the NYSE American.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

If the transaction described in Item 6 below is consummated, the funds necessary to consummate such transaction, at least $4,500,000, will come from the working capital of RAI.

Item 4. Purpose of Transaction

If the transaction described in Item 6 below is consummated, RAI will be acquiring the 3,000,000 new Shares described in Item 6 below as an investment. RAI and MRHI, as Reporting Persons, have no present plans or proposals which would result in the Reporting Persons seeking to acquire the entire equity interest in the Issuer. Except as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in:

 

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 March 31, 2018, the total number of issued and outstanding Shares is believed to be 2,131,935 Shares, and each of the Reporting Persons owns and holds directly the following Shares as of June 19, 2018:

Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of RAI may be deemed to beneficially own the Shares held directly by RAI. 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 June 19, 2018:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On May 22, 2018, the Issuer and RAI entered into a Subscription Agreement and Letter of Investment Intent, pursuant to which, RAI agreed to acquire 3,000,000 new shares of the Issuer’s Common Stock at a price of $1.50 per Share in cash. RAI has acknowledged and agreed that its acquisition cannot and will not be completed until the current stockholders of the Company have approved the issuance by a vote of the majority of such Shares currently outstanding at a meeting at which a quorum is present in person or by proxy, as the rules of the NYSE American Company Guide require same as a prerequisite to approval of an additional listing application covering such additional Shares.

 

 

As long as the Common Stock of the Company is listed on the NYSE American, any proposed issuance of Shares of 20% or more of the current issued and outstanding Shares or which would result in a change of control of the entity must be submitted to stockholders for approval. The Company is in the process of preparing proxy materials for submission to the Securities and Exchange Commission (the “SEC”) for a stockholder’s meeting, hopefully in the early fall. No assurance can be given that the stockholders of the Company will approve such issuance. As noted above, the Issuer currently has 2,131,935 Shares issued and outstanding. If the additional 3,000,000 Shares are issued in consummation of the transaction following such approval by current stockholders, RAI would then own and control 3,060,000 Shares of Common Stock of the Issuer, which would be approximately 59% of the issued and outstanding Shares, which would result in a deemed Change in Control of the Issuer.

RAI is currently the holder of only 60,000 Shares of Common Stock of the Company, has one common officer with the Company, may be deemed a “Related Party” for accounting purposes and, if the transaction is consummated resulting in the issuance of an additional 3,000,000 Shares to RAI, will be an “Affiliate” (as defined in Rule 405 under the Securities Act of 1933, as amended). No assurance can be given that the current stockholders of the Company will approve such transaction.

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.

SIGNATURES

After reasonable inquiry and to the best of the respective knowledge or belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: June 21, 2018