SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
NEW CONCEPT ENERGY, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
643611-10-6
(CUSIP Number)
Steven C. Metzger
4709 W. Lovers Lane, Suite 200
Dallas, Texas 75209-3178
214-740-5030
214-523-3838 (Facsimile)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 31, 2024
(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
| 1) | Names of Reporting Persons |
Realty Advisors, 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) WC/OO |
| 5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6) | Citizenship or Place of Organization U.S. |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7) |
Sole Voting Power 896,254
|
| 8) |
Shared Voting Power -0-
| |
| 9) |
Sole Dispositive Power 896,254
| |
| 10) |
Shared Dispositive Power -0-
|
| 11) | Aggregate Amount Beneficially Owned by Each Reporting Person 896,254 |
| 12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13) | Percent of Class Represented by Amount in Row (11) 17.46% |
| 14) | Type of Reporting Person (See Instructions) CO |
| 2 |
CUSIP No. 643611-10-6
| 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 |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7) |
Sole Voting Power -0-
|
| 8) |
Shared Voting Power -0-
| |
| 9) |
Sole Dispositive Power -0-
| |
| 10) |
Shared Dispositive Power -0-
|
| 11) | Aggregate Amount Beneficially Owned by Each Reporting Person 896,254 |
| 12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13) | Percent of Class Represented by Amount in Row (11) 17.46% |
| 14) | Type of Reporting Person (See Instructions) CO |
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Item 1. Security and Issuer
This Amendment No. 4 to Statement on Schedule 13D (this “Amendment”) amends portions of an original Statement on Schedule 13D, filed for event occurring on May 18, 2018 (the “Original Statement”), as amended by Amendments No. 1-2 and 3 thereto, and 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 October 15, 2018, the principal executive offices of the Issuer have been located at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234. The CUSIP number of the Shares is 643611-10-6. The Shares are currently listed and traded on the NYSE American Exchange.
This Amendment is being filed to reflect sale of a total of 248,681 Shares (4.8457% of outstanding) on October 31, 2024, in a privately negotiated transaction by one of the Reporting Persons.
Item 2. Identity and Background
(a)-(c) and (f) This Amendment is being filed on behalf of Realty Advisors, Inc., a Nevada corporation (“RAI”). RAI is owned by May Realty Holdings, Inc., a Delaware corporation since February 1, 2021 (“MRHI”), which, in turn, is owned by a trust established for the benefit of the children of Gene E. Phillips, deceased, known as the “May Trust,” RAI and MRHI are collectively referred to as the “Reporting Persons,” the principal office of each of which is located at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234. As of February 22, 2021, the sole director and President of both RAI and MRHI is Mickey and Phillips, the only other officer of RAI is Gina H. Kay, Vice President, Secretary and Treasurer, and the officers of MRHI are Gina H. Kay, Vice President and Treasurer, and Louis J. Corna, Vice President and Secretary. All of the officers and directors of RAI and MRHI are U. S. citizens.
(d)-(e) During the past five years, none of the Reporting Persons nor any officer or director of RAI or MRHI 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 5. Interest in Securities of the Issuer
(a) According to the latest information available as of June 30, 2024, the total number of issued and outstanding Shares is believed to be 5,131,935 Shares, and each of the Reporting Persons owns and holds directly the following Shares as of November 1, 2024:
Name | No. of Shares Owned Directly | Approximate
| ||||||
| RAI | 896,254 | 17.46 | % | |||||
| MRHI | -0- | -0- | % | |||||
| TOTAL | 896,254 | 17.46 | % | |||||
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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 November 1, 2024:
| Name of Director or Manager | Entity | No. of Shares Beneficially Owned | Approximate Percent of Class | |||||||
| Mickey Ned Phillips | RAI and MRHI | 896,254 | 17.46 | % | ||||||
| Total Shares deemed beneficially owned by Reporting Persons and individuals listed above: | 896,254 | 17.46 | % | |||||||
(b) The director of RAI holds voting and dispositive power over the Shares held directly by RAI. Mickey Ned Phillips, the sole director of RAI, holds voting and dispositive power over any Shares held directly by RAI.
(c) During the sixty calendar days ended November 1, 2024, 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 sale of 248,681 Shares on October 31, 2024, in a privately negotiated transaction with a single purchaser at $1.17 per share (a total of $290,956.77) in cash which less than the price originally paid to the Issuer by RAI on November 26, 2018.
(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) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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.
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SIGNATURES
After reasonable inquiry and to the best of the respective knowledge or belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.
Dated: November 2, 2024
| REALTY ADVISORS, INC. | ||
| By: | /s/ Gina H. Kay | |
| Gina H. Kay, Vice President, Secretary and Treasurer | ||
| MAY REALTY HOLDINGS, INC. | ||
| By: | /s/ Gina H. Kay | |
| Gina H. Kay, Vice President and Treasurer | ||
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