Filed 2026-03-31 · Period ending 2025-12-31 · 15,275 words · SEC EDGAR
# New Concept Energy, Inc. (GBR) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001214659-26-004135 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/105744/000121465926004135/) **Origin leaf:** 64294d9b512e125131557f78a5d8784ddc724807b0e78e97d4ec61fc00c9c158 **Words:** 15,275 --- ** UNITED STATES SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** **** | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the Year ended December 31, 2025** **OR** | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | FOR THE TRANSITION PERIOD FROMTO | | **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 | | Securities registered pursuant to Section 12(g) of the Act:**None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. **Yes****oNo x** Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. **Yes****oNo x** 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****xNo o** Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website 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****xNo o** Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large, accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): | Large accelerated filer o | Accelerated filer o | | | Non-accelerated filer o (Do not check if a smaller reporting Company) | Smaller reporting company x | | | Emerging growth company o | | 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. | | 1 | | | | | | Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. **** If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). **Yes****oNo x** The aggregate market value of the shares of voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price at which the common equity was last sold which was the sales price of the Common Stock on the NYSE American as of June 30, 2025 (the last business day of the Registrants most recently completed second fiscal quarter) was $5,347,085 based upon a total of 4,731,934 shares held as of June 30, 2025 by persons believed to be non-affiliates of the Registrant.The basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of this filing, would yield a different value. As of March 31, 2026, there were 5,131,934 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE:NONE | | 2 | | | | | | **NEW CONCEPT ENERGY, INC.** Index to Annual Report on Form 10-K Fiscal year ended December 31, 2025 | Forward-Looking Statements | 4 | | | | | | | PART I | 4 | | | | | | | Item 1. Business | 4 | | | Item 1A. Risk Factors | 5 | | | Item 1B. Unresolved Staff Comments | 5 | | | Item 1C. Cybersecurity | 5 | | | Item 2. Properties | 6 | | | Item 3. Legal Proceedings | 6 | | | | | | | PART II | 6 | | | | | | | Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 | | | Item 6. Selected Financial Data | 7 | | | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation | 7 | | | Item 7a: Quantitative and Qualitative Disclosures About Market Risk | 8 | | | Item 8. Financial Statements and Supplementary Data | 8 | | | Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 8 | | | Item 9a. Controls and Procedures | 8 | | | Item 9b. Other Information | 8 | | | | | | | PART III | 9 | | | | | | | Item 10. Directors, Executive Officers and Corporate Governance | 9 | | | Item 11. Executive Compensation | 11 | | | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 13 | | | Item 13. Certain Relationships and Related Transactions, and Director Independence | 14 | | | Item 14. Principal Accounting Fees and Services | 14 | | | | | | | PART IV | 16 | | | | | | | Item 15. Exhibits and Financial Statement Schedules | 16 | | | | | | | Item 16. Form 10-K Summary | 16 | | | | | | | SIGNATURES | 31 | | | | 3 | | | | | | **NEW CONCEPT ENERGY, INC.** **Forward-Looking Statements** **Certain statements in this Form 10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words estimate, plan, intend, expect, anticipate, and believe and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this Report and in the documents incorporated herein by reference. New Concept Energy, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause our actual results to differ from estimates or projections contained in any forward-looking statements are described under Item 1A. Risk Factors beginning on page 5.** **PART I** **Item 1. Business** **New Concept Energy, Inc.**(New Concept, NCE or the Company or we or us) was incorporated in Nevada on May 31, 1991, under the name Medical Resource Companies of America, Inc. The Company is the successor-by-merger to Wespac Investors Trust, a California business trust that began operating in 1982. On March 26, 1996, the name was changed to Greenbriar Corporation. On February 8, 2005, the name of the Company was changed to CabelTel International Corporation. On May 21, 2008, the name of the company was changed to New Concept Energy, Inc. **Real Estate Operations** The Companyowns 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 as of December 31, 2025 approximately 16,000 square feet is leased for $103,000 per annum. **Oil and Gas Operations** **** In August 2020, the Company sold its oil and gas wells and mineral leases which were located in Ohio and West Virginia. Effective 1/1/2022 the Company entered into a Consulting Management Agreement with the current owner of the oil and gas wells whereby the Company will receive 10% of the revenue received from these wells in exchange for providing advisory, accounting and management services. The agreement can be terminated by either party after providing 60 days notice to the other party. **** **Business Strategy** The Company is a Nevada corporation. The Company intends to continue to operate and or sell its West Virginia property. The Company provides advisory and management services to an independent West Virginia oil and gas company The Company seeks to establish or acquire new business operations. **Insurance** The Company currently maintains property and liability insurance intended to cover claims for its real estate and corporate operations. **Employees** At December 31, 2025, the Company employed 2 people with the remainder of the work contracted to third parties. The Company believes it maintains good relationships with its employees. None of the Companys employees are represented by a collective bargaining group. Management is not aware of any non-compliance by the Company as regards applicable regulatory requirements that would have a material adverse effect on the Companys financial condition or results of operations. | | 4 | | | | | | **Available Information** The Company maintains an internet website at *www.newconceptenergy.com*. The Company has available through the website, free of charge, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 of the Securities Exchange Act of 1934 (the Exchange Act) and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission.In addition, the Company has posted the charters for our Audit Committee, Compensation Committee and Governance and Nominating Committee, as well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines on Director Independence and other information on the website. These charters and principles are not incorporated in this Report by reference. The Company will also provide a copy of these documents free of charge to stockholders upon request. The Company issues Annual Reports containing audited financial statements to its common stockholders. **Item 1A. Risk Factors** **Risks Related to the Company** **** An investment in our securities involves certain risks. An investor should carefully consider the following risk factors in conjunction with the other information in this report before trading our securities. *Our governing documents contain anti-takeover provisions that may make it more difficult for a third party to acquire control of us.* Our Articles of Incorporation contain provisions designed to discourage attempts to acquire control of the Company by a merger, tender offer, proxy contest or removal of incumbent management without the approval of our Board of Directors. As a result, a transaction which otherwise might appear to be in your best interests as a stockholder could be delayed, deferred or prevented altogether, and you may be deprived of an opportunity to receive a premium for your shares over prevailing market rates. The provisions contained in our Articles of Incorporation include: | | the requirement of an 80% vote to make, adopt, alter, amend, change or repeal our Bylaws or certain key provisions of the Articles of Incorporation that embody, among other things, the anti-takeover provisions; | | | | the so-called business combination control act requirements involving the Company and a person that beneficially owns 10% or more of the outstanding common stock except under certain circumstances; and | | | | the requirement of holders of at least 80% of the outstanding Common Stock to join together to request a special meeting of stockholders. | | **Item 1B. Unresolved Staff Comments** Not applicable. **Item 1C. Cybersecurity** We rely on the information technology and systems maintained by Pillar Income Asset Management, Inc. (Pillar), an entity which provides a number of services to the Company, and we rely on Pillar and its personnel to identify and manage material risks from cybersecurity threats. Pillar takes various actions, and incurs significant costs, to maintain and manage the operation and security of information technology and systems, including the data maintained in those systems. We believe that Pillars Director of Information Technology and his associates endeavor to evaluate and address cyber risks in alignment with our business objectives, operational needs and industry-accepted standards, such as the National Institute of Standards and Technology (NIST) and CIS Critical Security Controls frameworks. Since we rely on accounting, financial, operational, management and other information systems, including the Internet and third-party hosted services to conduct our operations, store personal and sensitive data, process financial information and results of operations for internal reporting purposes and comply with financial reporting, legal and tax requirements, we have processes and procedures in place to monitor the prevention, detection, mitigation and remediation of cybersecurity risks. These include, but are not limited to (i) maintaining a defined and practiced incident response plan; (ii) employing appropriate incident prevention and detection safeguards; (iii) maintaining a defined disaster recovery policy and employing disaster recovery software, where appropriate; (iv) educating, training and testing our user community on information security practices and identification of potential cybersecurity risks and threats; and (v) reviewing and evaluating new developments in the cyber threat landscape. Recognizing the complexity and evolving nature of cybersecurity risk, we engage with a range of external support in evaluating, monitoring and testing our cybersecurity management systems and related cyber risks. We do not believe we are reasonably likely to be materially affected from cybersecurity threats. | | 5 | | | | | | **Item 2. Properties** The Companys principal offices are located at 1603 LBJ Freeway Suite 800, Dallas, Texas 75234. The Company believes this space is presently suitable, fully utilized and will be adequate for the foreseeable future. The Companyowns 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 office building contains approximately 24,800 square feet. **Item 3. Legal Proceedings** Currently the Company is not involved in any material legal proceedings. **PART II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities** **Market Information** The common stock of the Company is listed and traded on the NYSE American using the symbol GBR.The following table sets forth the high and low sales prices as reported in the reporting system of the NYSE American and other published financial sources. | | | 2025 | | | 2024 | | | | | | | | | | | | | | | | | | | | | High | | | Low | | | High | | | Low | | | | First Quarter | | $ | 1.37 | | | $ | 0.73 | | | $ | 1.08 | | | $ | 1.00 | | | | Second Quarter | | $ | 1.75 | | | $ | 0.68 | | | $ | 1.70 | | | $ | 1.08 | | | | Third Quarter | | $ | 1.21 | | | $ | 0.84 | | | $ | 1.78 | | | $ | 1.43 | | | | Fourth Quarter | | $ | 1.05 | | | $ | 0.75 | | | $ | 1.30 | | | $ | 1.24 | | | On March 23, 2026, the closing price of the Companys Common Stock was $0.94 per share.The Companys Common Stock was held by approximately 3,500 stockholders. **Dividends** The Company paid no dividends on its common stock in 2025 or 2024. The Company has not paid cash dividends on its Common stock during at least the last ten fiscal years and it has been the policy of the Board of Directors of the Company to retain all earnings to pay down debt and finance future expansion and development of its businesses. The payment of dividends, if any, will be determined by the Board of Directors in the future in light of conditions then existing, including the Companys financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board of Directors. | | 6 | | | | | | **Purchases of Equity Securities** The Board of Directors has not authorized the repurchase of any shares of its Common Stock under any share repurchase program. However, from time to time in the past, the Company has purchased from stockholders less than 100 shares on the request of such persons to save the cost of commissions. No such purchases were made in 2025 or 2024. **Item 6. Selected Financial Data** Optional and not included. **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation** **Overview** The Companys operations during 2025 include both leasing its office building located in Parkersburg West Virginia and managing the oil and gas operations it sold in August 2020 to a third party. A significant source of cash and income was the interest it receives from notes receivables. **Critical Accounting Policies and Estimates** The Companys discussion and analysis of its financial condition and results of operations are based upon the Companys consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of the Companys 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 Companys 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. 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 Companys net deferred tax assets is dependent upon the generation of future taxable income prior to the expiration of the loss carry forwards. At December 31, 2025, 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 December 31,2025 and 2024, the Company had current assets of $396,000 and $372,000 and current liabilities of $69,000 and $57,000, respectively. Cash and cash equivalents totaled $383,000 at December 31,2025 and $363,000 at December 31, 2024. New Concepts principal sources of cash was rent from the tenant occupying part of its building in West Virginia, management fees and interest from its notes receivable. **Results of Operations** **** **Fiscal 2025 as compared to 2024** *Revenues:*Revenues from rent for the leased property was $103,000 and $101,000 in 2025 and 2024. Revenues from managing the oil and gas operations for a third party was $52,000 and $45,000 in 2025 and 2024. The management agreement has the Company receiving a management fee of 10% of oil and gas revenue. The increase in management fees is due to an increase in revenue due to an increase in oil and gas sales. | | 7 | | | | | | *Operating Expenses*: Operating expenses for the real estate property was $56,000 in 2025 and $48,000 in 2024. General and administrative expenses were $364,000 in 2025 and $335,000 in 2024. *Interest Income*:**Interest Income was $169,000 in 2025 and $213,000 in 2024. The reduction in interest was due to lower interest rates **Item 7a:Quantitative and Qualitative Disclosures about Market Risk** As of December 31, 2025 the Company has no outstanding long term debt, therefore, the Company has no risk from exposure to changes in interest rates. **Item 8. Financial Statements and Supplementary Data** The consolidated financial statements required by this Item begin at page 19 of this Report. **Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure** None. **Item 9A. Controls and Procedures** **Evaluation of Disclosure Controls and Procedures** 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. 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 year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. **** **Managements Report on Internal Control over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. These limitations include the possibility of human error, the circumvention of overriding of the system and reasonable resource constraints. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of the Companys internal control over financial reporting. In making this assessment, management used the criteria set forth in *Internal Control - Integrated Framework -2013* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on managements assessments and those criteria, management has concluded that Companys internal control over financial reporting was effective as of December 31, 2025. This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial report. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report. **Changes in Internal Control over Financial Reporting** In preparation for managements report on internal control over financial reporting, we documented and tested the design and operating effectiveness of our internal control over financial reporting. There were no changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information** Not applicable. | | 8 | | | | | | **PART III** **Item 10. Directors, Executive Officers and Corporate Governance** **Directors** The Board of Directors manages the affairs of the Company. The directors are elected at the Annual Meeting of Stockholders or appointed by the incumbent Board and serve until the next Annual Meeting of Stockholders, until a successor has been elected or approved, or until earlier resignation, removal or death. It is the Boards objective that a majority of the Board consists of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company. The Board has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements in the NYSE American Stock Exchange listing rules. The independence guidelines are set forth in the Companys Corporate Governance Guidelines.The text of this document has been posted on the Companys internet website at *http://www.newconceptenergy.com* and is available in print to any stockholder who requests it. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independent determination. The Company has adopted a code of conduct that applies to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Stockholders may find our Code of Conduct on our internet website address at *http://www.newconceptenergy.com*. We will post any amendments to the Code of Conduct as well as any waivers that are required to be disclosed by the rules of the SEC or the NYSE American on our website. Our Board of Directors has adopted charters for our Audit, Compensation and Governance and Nominating Committees of the Board of Directors. Stockholders may find these documents on our website by going to the website address *http://www.newconceptenergy.com*. Stockholders may also obtain a printed copy of the materials referred to by contacting us at the following address: New Concept Energy, Inc. Attn: Investor Relations 1603 LBJ Freeway, Suite 800 Dallas, Texas 75234 972-407-8400 (Telephone) The Audit Committee of the Board of Directors is an audit committee for the purposes of Section 3(a) (58) of the Exchange Act. The members of that Committee are Robert C. Canham, II (Chairman), Dan Locklear, and Richard W. Humphrey. Mr. Locklear qualified as an audit committee financial expert within the meaning of SEC regulations and the Board has determined that he has the accounting and related financial management expertise within the meaning of the listing standards of the NYSE American. All of the members of the Audit Committee meet the independence and experience requirements of the listing standards of the NYSE American. All members of the Audit Committee, Compensation Committee and the Governance and Nominating Committee must be independent directors. Members of the Audit Committee must also satisfy additional independence requirements which provide (i) that they may not accept, directly or indirectly, any consulting, advisory or compensatory fee from the Company or any of its subsidiaries other than their directors compensation (other than in their capacity as a member of the Audit Committee, the Board of Directors or any other Committee of the Board), and (ii) no member of the Audit Committee may be an affiliated person of the Company or any of its subsidiaries, as defined by the Securities and Exchange Commission. The current directors of the Company are listed below, together with their ages, terms of service, all positions and offices with the Company, their principal occupations, business experience and directorships with other companies during the last five years or more. The designation affiliated, when used below with respect to a director, means that the director is an officer or employee of the Company or one of its subsidiaries. The designation independent, when used below with respect to a director, means that the director is neither an officer of the Company nor a director, officer or employee of a subsidiary of the Company, although the Company may have certain business or professional relationships with the director as discussed in Item 13. Certain Relationships and Related Transactions. No family relationship exists between any executive officer and any of the directors of the Company. | | 9 | | | | | | **Robert C. Canham, II age 77, (Independent) Director since October 2024** Mr. Canham who is based in Greensboro, North Carolina is and has been for more than the past twenty years, the President and part owner of Sunchase American, LTD., a Regional Apartment Management Company with properties under management primarily concentrated in the Southeastern U.S., including Arkansas, Florida, Texas and surrounding states and areas. **Gene S. Bertcher, age 77, (Affiliated) Director from November 1989 to September 1996 and since June 1999** Mr. Bertcher was elected President and Chief Financial Officer effective November 1, 2004. He was elected Chairman and Chief Executive Officer in December 2006. Mr. Bertcher has been Chief Financial Officer and Treasurer of the Company since November 1989 and Executive Vice President from November 1989 until he was elected President.Mr. Bertcher was until June 30, 2019 Executive Vice-President and Chief Financial Officer of American Realty Investors, Inc. and Transcontinental Realty Investors, Inc., both of which are traded on the NYSE. Mr. Bertcher was until December 16, 2021 Executive Vice-President and Chief Financial Officer of Income Opportunity Realty Investors, Inc., which is traded on the NYSE American Exchange. He had occupied these positions since February 2008. Further Mr. Bertcher as of August 2020 is a Director of Pillar Income Asset Management. He has been a certified public accountant since 1973. **Dan Locklear, age 72, (Independent) Director since December 2003** Mr. Locklear has been Chief Financial Officer of Sunridge Management Group, a real estate management company, for more than five years. Johnstown Management Company, Inc. and Trammel Crow Company formerly employed Mr. Locklear. Mr. Locklear has been a certified public accountant since 1981 and a licensed real estate broker in the State of Texas since 1978. **Richard W. Humphrey, age 78, (Independent ) Director since October 2020** Mr. Humphrey received from Southern Methodist University Cox School of Business both a Bachelor of Business Administration and Master of Business Administration degree with emphasis in real estate. From 1976 to 1979, he was also a part-time faculty member at Southern Methodist University Cox School of Business in Dallas, teaching real estate classes in undergraduate and graduate school. **Cecilia Maynard, age 73, (Independent) Director since January 2019** Ms. Maynard was employed by Pillar Income Asset Management, Inc. (Pillar) from January 2011 through December 31, 2018. Pillar is a Nevada corporation which provides management services to other entities. Ms. Maynard was also (May 31, 2018 to June 2021) a director, Vice President and Secretary of First Equity Properties, Inc., a Nevada corporation, the common stock of which is registered under Section 12(g) of the Securities Exchange Act of 1934. **Board Committees** For 2025, no incumbent director attended fewer than 75% of the aggregate total number of meetings held by the Board during the period for which he or she had been a director, and (ii) the total number of meetings held by all Committees of the Board on which he or she served during the period that he or she served. The Board of Directors has standing Audit, Compensation and Governance and Nominating Committees. The Audit Committee was formed on December 12, 2003, and its function is to review the Companys operating and accounting procedures. A Charter of the Audit Committee has been adopted by the Board. The current members of the Audit Committee, all of whom are independent within the SEC regulations, the listing standards of the NYSE American and the Companys Corporate Governance Guidelines are Messrs. Canham (Chairman), Locklear and Humphrey. The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Companys Corporate Governance Guidelines. In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee also prepares and supervises the Boards annual review of director independence and the Boards performance and self-evaluation.The members of the Committee are Messrs. Locklear, Canham and Ms. Maynard (Chairman). The Board has also formed a Compensation Committee of the Board of Directors, adopted a Charter for the Compensation Committee on October 20, 2004, the committee members are Messrs. Humphrey (Chairman) and Canham and Ms. Maynard. | | 10 | | | | | | The members of the Board of Directors at the date of this Report and the Committees of the Board on which they serve are identified below: | Director | Audit Committee | Governance and Nominating Committee | Compensation Committee | | | Robert C. Canham | Chairman | | | | | Gene S. Bertcher | | | | | | Cecilia Maynard | | Chairman | | | | Dan Locklear | | | | | | Richard W. Humphrey | | | Chairman | | **Executive Officers** The following person currently serves as the sole executive officer of the Company:Gene S. Bertcher, Chairman of the Board, President, Chief Executive Officer and Treasurer.His position with the Company is not subject to a vote of stockholders.His age, term of service and all positions and offices with the Company, other principal occupations, business experience and directorships with other companies during the last five years or more are listed under the caption Directors above. **Code of Ethics** The Board of Directors has adopted a code of ethics entitled Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company and its subsidiaries.In addition, the Company has adopted a code of ethics entitled Code of Ethics for Senior Financial Officers that applies to the principal executive officer, president, principal financial officer, chief financial officer, principal accounting officer and controller. The text of these documents is posted on the Companys internet website address at *http://www.newconceptenergy.com* and is available in print to any stockholder who requests them. **Section 16(a) Beneficial Ownership Reporting Compliance** Based solely upon a review of Forms 3, 4 and 5 available to the Company pursuant to Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 (the Exchange Act), upon written representations received by the Company, the Company is not aware of any failure by any director, officer or beneficial owner of more than 10% of the Companys common stock to file with the Securities and Exchange Commission on a timely basis. **Item 11. Executive Compensation** The following tables set forth the compensation in all categories paid by the Company for services rendered during the fiscal years ended December 31, 2025 and 2024 by the Chief Executive Officer of the Company and to the other executive officers and Directors of the Company whose total annual salary in 2025 exceeded $50,000. **SUMMARY COMPENSATION TABLE** | | | | | | | | | | | | | | | | | | | | | Change in | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Pension | | | | | | | | | | | | | | | | | | | | | | | | | | | Non- | | | Value and | | | | | | | | | | Name | | | | | | | | | | | | | | | | | Equity | | | Nonqualified | | | | | | | | | | and | | | | | | | | | | | | | | | | | Incentive | | | Deferred | | | All | | | | | | | Principal | | | | | | | | | | | Stock | | | Option | | | Plan | | | Compensation | | | Other | | | | | | | Position | | Year | | | Salary | | | Bonus | | | Awards | | | Awards | | | Compensation | | | Earnings | | | Compensation | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gene S. Bertcher (1) | | 2025 | | | $ | 60,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 60,000 | | | | Chairman, President & Chief Financial Officer | | 2024 | | | $ | 60,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 60,000 | | | | (1) | The salary in the above table represents Mr. Bertchers compensation paid by the Company; he also receives additional compensation for services to other entities which are related to the Company. | | | | 11 | | | | | | **GRANTS OF PLAN-BASED AWARDS** **None** **OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END** **None** **OPTION EXERCISES AND STOCK VESTED** **None** **PENSION BENEFITS** **None** **NONQUALIFIED DEFERRED COMPENSATION** **None** | | 12 | | | | | | **DIRECTOR COMPENSATION** | Name | | Fees Earned Or Paid in Cash | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gene S. Bertcher | | $ | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | Robert C Canham | | $ | 10,500 | | | | | | | | | | | | | | | | | | | | | | | $ | 10,500 | | | | Dan Locklear | | $ | 10,500 | | | | | | | | | | | | | | | | | | | | | | | $ | 10,500 | | | | Richard W. Humphrey | | $ | 10,500 | | | | | | | | | | | | | | | | | | | | | | | $ | 10,500 | | | | Cecilia Maynard | | $ | 10,500 | | | | | | | | | | | | | | | | | | | | | | | $ | 10,500 | | | **MANAGEMENT AND CERTAIN SECURITY HOLDERS** **None** **Compensation of Directors** The Company pays each non-employee director a fee of $2,500 per year, plus a meeting fee of $2,000 for each board meeting attended. Employee directors serve without compensation. **Item 12. Security Ownership of Certain Beneficial Owners** The following table sets forth the ownership of the Companys Common Stock, both beneficially and of record, both individually and in the aggregate, for those persons or entities known by the Company to be the beneficial owners of more than 5% of its outstanding Common Stock as of the close of business on March 23, 2026. | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | Approximate Percent of Class * | | | Realty Advisors, Inc. | | 400,000 shares | | 7.79% | | | | based on 5,131,934 shares outstanding on March 23, 2026. | | **Security Ownership of Management** The following table sets forth the ownership of the Companys Common Stock, both beneficially and of record, both individually and in the aggregate for the directors and executive officers of the Company, as of the close of business on March 23, 2026. | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership* | | Approximate Percent of Class** | | | Gene S. Bertcher | | - | | 0% | | | Dan Locklear | | - | | 0% | | | Richard Humphrey | | - | | 0% | | | Robert C. Canham | | - | | 0% | | | Cecilia Maynard | | - | | 0% | | | All directors and executive officers as a group (5 people) | | - | | 0% | | | | 13 | | | | | | **Item 13. Certain Relationships and Related Transactions, and Director Independence** New Concept conducts business with Pillar whereby Pillar provided the Company with services including processing payroll, acquiring insurance and other administrative matters. The Company believes that by purchasing these services through certain large entities it can get lower costs and better service. 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. It is the policy of the Company that all transactions between the Company and any officer or director, or any of their affiliates, must be approved by independent members of the Board of Directors of the Company. All of the transactions described above were so approved. See Item 10. Directors, Executive Officers and Corporate Governance for information on the independence of Directors and the standards of the NYSE American Exchange. **Item 14. Principal Accounting Fees and Services** The following table sets forth the aggregate fees for professional services rendered to the Company for the years 2025 and 2024 by the Companys principal accounting firm. | Type of Fees | | 2025 | | | 2024 | | | | Total Fees | | $ | 62,000 | | | $ | 48,000 | | | All services rendered by the principal auditors are permissible under applicable laws and regulations and were pre-approved by either of the Board of Directors or the Audit Committee, as required by law. The fees paid to principal auditors for services described in the above table fall under the categories listed below: *Audit Fees:* These are fees for professional services performed by the principal auditor for the audit of the Companys annual financial statements and review of financial statements included in the Companys Form 10-Q filings and services that are normally provided in connection with statutory and regulatory filings or engagements. *Audit-Related Fees:* These are fees for assurance and related services performed by the principal auditor that are reasonably related to the performance of the audit or review of the Companys financial statements. These services include attestation by the principal auditor that is not required by statute or regulation and consulting on financial accounting/reporting standards. *Tax Fees:* These are fees for professional services performed by the principal auditor with respect to tax compliance, tax planning, tax consultation, returns preparation and reviews of returns. The review of tax returns includes the Company and its consolidated subsidiaries. *All Other Fees:* These are fees for other permissible work performed by the principal auditor that does not meet the above category descriptions. These services are actively monitored (as to both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in the principal auditors core work, which is the audit of the Companys consolidated financial statements. | | 14 | | | | | | **Financial Information Systems Design and Implementation Fees** Under the Sarbanes-Oxley Act of 2002 (the SO Act), and the rules of the Securities and Exchange Commission (the SEC), the Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. The purpose of the provisions of the SO Act and the SEC rules for the Audit Committees role in retaining the independent auditor is two-fold. First, the authority and responsibility for the appointment, compensation and oversight of the auditors should be with directors who are independent of management. Second, any non-audit work performed by the auditors should be reviewed and approved by these same independent directors to ensure that any non-audit services performed by the auditor do not impair the independence of the independent auditor. To implement the provisions of the SO Act, the SEC issued rules specifying the types of services that an independent auditor may not provide to its audit client and governing the Audit Committees administration of the engagement of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not impair the auditors independence. Accordingly, the Audit Committee has adopted a pre-approval policy of audit and non-audit services (the Policy), which sets forth the procedures and conditions pursuant to which services to be performed by the independent auditor are to be pre-approved. Consistent with the SEC rules establishing two different approaches to pre-approving non-prohibited services, the Policy of the Audit Committee covers pre-approval of audit services, audit-related services, international administration tax services, non-U.S. income tax compliance services, pension and benefit plan consulting and compliance services, and U.S. tax compliance and planning. At the beginning of each fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and the approve or reject each service, taking into account whether services are permissible under applicable law and the possible impact of each non-audit service on the independent auditors independence from management. Typically, in addition to the pre-approved services, other services would include due diligence for an acquisition that may or may not have been known at the beginning of the year. The Audit Committee has also delegated to any member of the Audit Committee designated by the Board or the financial expert member of the Audit Committee responsibilities to pre-approve services to be performed by the independent auditor not exceeding $25,000 in value or cost per engagement of audit and non-audit services, and such authority may only be exercised when the Audit Committee is not in session. | | 15 | | | | | | **PART IV** **Item 15. Exhibits, Financial Statement and Supplementary Schedules** **INDEX TO FINANCIAL STATEMENTS** | | Page | | | FINANCIAL STATEMENTS | | | | | | | | Report of Turner, Stone & Company, LLP (PCAOB ID Number 76) | 17 | | | Consolidated Balance Sheets | 18 | | | Consolidated Statements of Operations | 20 | | | Consolidated Statements of Changes in Stockholders Equity | 21 | | | Consolidated Statements of Cash Flows | 22 | | | Notes to Consolidated Financial Statements | 23 | | **FINANCIAL STATEMENT SCHEDULES**:Other financial statement schedules have been omitted because they are not required, and are not applicable, or the information required is included in the Consolidated Financial Statements or the notes thereto. **ITEM16. FORM 10-K SUMMARY** **** Optional and not included herein. | | 16 | | | | | | *Your Vision Our Focus* * REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders New Concept Energy, Inc. & Subsidiaries **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of New Concept Energy, Inc. and Subsidiary (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders equity, and cash flows for the years then ended, and the related notes to consolidated financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. **Critical Audit Matters** The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters. /s/ Turner, Stone & Company, L.L.P.* We have served as the Companys auditor since 2024. Dallas, Texas March 31, 2026 | | 17 | | | | | | **NEW CONCEPT ENERGY, INC. AND SUBSIDIARY** **CONSOLIDATED BALANCE SHEETS** **(amounts in thousands)** | | | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Assets | | | | | | | | | | | | | | | | | | Current assets | | | | | | | | | | | Cash and cash equivalents | | $ | 383 | | | $ | 363 | | | | Other current assets | | | 13 | | | | 9 | | | | Total current assets | | | 396 | | | | 372 | | | | | | | | | | | | | | | Property and equipment, net | | | | | | | | | | | Land, buildings and equipment | | | 622 | | | | 636 | | | | | | | | | | | | | | | Note and interest receivable | | | | | | | | | | | Note receivable | | | 3,542 | | | | 3,542 | | | | Interest receivable | | | - | | | | 44 | | | | Note Receivable - related party | | | 3,542 | | | | 3,586 | | | | | | | | | | | | | | | | | | | | | | | | | | Total assets | | $ | 4,560 | | | $ | 4,594 | | | The accompanying notes are an integral part of these consolidated financial statements. | | 18 | | | | | | **NEW CONCEPT ENERGY, INC. AND SUBSIDIARY** **CONSOLIDATED BALANCE SHEETS - CONTINUED** **(amounts in thousands, except share amounts)** | | | December 31, | | | | | | 2025 | | | 2024 | | | | Liabilities and stockholders' equity | | | | | | | | | | | | | | | | | | | | | | Current liabilities | | | | | | | | | | | Accounts payable - trade (including $6 in 2025 and $7 in 2024 due to Pillar) | | $ | 26 | | | $ | 20 | | | | Accrued expenses | | | 43 | | | | 37 | | | | Total current liabilities | | | 69 | | | | 57 | | | | | | | | | | | | | | | | | | | | | | | | | | Stockholders' equity | | | | | | | | | | | Series B convertible preferred stock, $10 par value, authorized 100,000 shares, issued and outstanding one 1 share Common stock, | | | 1 | | | | 1 | | | | $.01 par value; authorized 100,000,000 shares; issued and outstanding, 5,131,934 shares at December 31, 2025 and 2024 | | | 51 | | | | 51 | | | | Additional paid-in capital | | | 63,579 | | | | 63,579 | | | | Accumulated deficit | | | (59,140 | ) | | | (59,094 | ) | | | Total stockholdrs' equity | | | 4,491 | | | | 4,537 | | | | | | | | | | | | | | | Total liabilities & stockholders' equity | | $ | 4,560 | | | $ | 4,594 | | | The accompanying notes are an integral part of these consolidated financial statements. | | 19 | | | | | | **NEW CONCEPT ENERGY, INC. AND SUBSIDIARY** **CONSOLIDATED STATEMENTS OF OPERATIONS** **(amounts in thousands, except per share data)** | | | | | | | | | | | | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Revenue | | | | | | | | | Rent | | $ | 103 | | | $ | 101 | | | | Management fee | | | 52 | | | | 45 | | | | Total Revenues | | | 155 | | | | 146 | | | | | | | | | | | | | | | Operatingf expenses | | | | | | | | | | | Operating expenses | | | 56 | | | | 48 | | | | Corporate general and administrative | | | 364 | | | | 335 | | | | Total operating expenses | | | 420 | | | | 383 | | | | | | | | | | | | | | | Loss from operations | | | (265 | ) | | | (237 | ) | | | | | | | | | | | | | | Other income | | | | | | | | | | | Interest income | | | 169 | | | | 213 | | | | Other income | | | 50 | | | | 6 | | | | Total other income | | | 219 | | | | 219 | | | | | | | | | | | | | | | Net loss applicable to common shares | | $ | (46 | ) | | $ | (18 | ) | | | | | | | | | | | | | | | | | | | | | | | | | Net 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 consolidated financial statements. | | 20 | | | | | | **NEW CONCEPT ENERGY, INC. AND SUBSIDIARY** **CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY** (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | Series B | | | Common Stock | | | Additional paid - | | | Accumulated | | | | | | | | | Preferred stock | | | | | | | | | in capital | | | deficit | | | Total | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2023 | | | 1 | | | $ | 1 | | | | 5,132 | | | $ | 51 | | | $ | 63,579 | | | $ | (59,076 | ) | | $ | 4,555 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (18 | ) | | | (18 | ) | | | Balance at December 31, 2024 | | | 1 | | | | 1 | | | | 5,132 | | | | 51 | | | | 63,579 | | | | (59,094 | ) | | | 4,537 | | | | Net Loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (46 | ) | | | (46 | ) | | | Balance at December 31, 2025 | | | 1 | | | $ | 1 | | | | 5,132 | | | $ | 51 | | | $ | 63,579 | | | $ | (59,094 | ) | | $ | 4,491 | | | The accompanying notes are an integral part of these consolidated financial statements. | | 21 | | | | | | **NEW CONCEPT ENERGY, INC AND SUBSIDIARY** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **(amounts in thousands)** | | | | | | | | | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash flows from operating activities | | | | | | | | | | | Net loss | | $ | (46 | ) | | $ | (18 | ) | | | Adjustments to reconcile net loss to net cash provided by (used in) operating activities | | | | | | | | | | | Depreciation | | | 14 | | | | 13 | | | | Other current assets | | | 40 | | | | 3 | | | | Accounts payable and other liabilities | | | 12 | | | | (62 | ) | | | Net cash provided by (used in) operating activities | | | 20 | | | | (64 | ) | | | | | | | | | | | | | | Cash flows from investing activities | | | | | | | | | | | Fixed asset addition | | | - | | | | (20 | ) | | | Net cash used in investing activities | | | - | | | | (20 | ) | | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | | 20 | | | | (84 | ) | | | Cash and cash equivalents at beginning of year | | | 363 | | | | 447 | | | | | | | | | | | | | | | Cash and cash equivalents at end of year | | $ | 383 | | | $ | 363 | | | The accompanying notes are an integral part of these consolidated financial statements. | | 22 | | | | | | **New Concept Energy Inc. and Subsidiaries** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS **1: BASIS OF PRESENTATION** The Companyowns 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 as of December 31, 2025 approximately 16,000 square feet is leased for $103,000 per annum. 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 Companys ability to meet current cash obligations relies on cash received from operations and the collection of notes receivable, including a $3.5 million dollar note receivable. **2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows: Principles of Consolidation The consolidated financial statements include the accounts of New Concept Energy, Inc. and its majority-owned subsidiaries (collectively, the Company, New Concept or NCE) and are prepared on the basis of accounting principles generally accepted in the United States of America GAAP.All significant intercompany transactions and accounts have been eliminated. Certain accounting balances have been reclassified to conform to the current year presentation. Property and equipment, net Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Depreciation expense, which is included in operating expenses, was $14,000 for 2025 and $13,000 for 2024, respectively. 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 by analyzing exchanges with its customers using a five-step approach (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract(s); (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract(s); and (5) recognize the revenue when (or as) the Company satisfies a performance obligation. The Company derives revenue from rental income from property leases and consulting management fees. The Companys contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Companys contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Companys performance obligation is satisfied upon the transfer of risk of loss to the customer. 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. Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. | | 23 | | | | | | Cash Equivalents The Company considers all short-term deposits and money market investments with a maturity of less than three months to be cash equivalents. As of December 31, 2025, the Company had no cash equivalents. Impairment of Notes Receivable Notes receivable are identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the note agreements. The accrual of interest is discontinued on such notes, and no income is recognized until all past due amounts of principal and interest are recovered in full. Impairment of Long-Lived Assets The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In reviewing recoverability, the Company estimates the future cash flows expected to result from the use of the assets and eventually disposing of them. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on the assets fair value. The Company determines the fair value of assets to be disposed of and records the asset at the lower of fair value, less disposal costs or carrying value. Assets are not depreciated while held for disposal. Sales of Real Estate Gains on sales of real estate are recognized to the extent permitted by Accounting Standards Codification Topic 360-20, Real Estate Sales Real Estate Sales, (ASC 360-20). Until the requirements of ASC 360-20 have been met for full profit recognition, sales are accounted for by the installment or cost recovery method, whichever is appropriate. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification, (ASC) No.740, 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 Companys 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 Companys 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. Accounting Pronouncements Issued but not yet Adopted In December 2023, the Financial Accounting Standards Board (FASB) were issued Accounting Standards Update 2023-09 (ASU 2023-09), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for the Companys December 31, 2025 financial statements. The amendments will be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. 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. | | 24 | | | | | | **3: 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 for services and fees, 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 Pillars services for the year ended December 31, 2025 was $36,000. **4: NOTE RECEIVABLE** Note Receivable is comprised of the following at December 31, (in thousands): | Schedule of notes receivable | | | | | | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | American Realty Investors, Inc. receivable upon maturity at September 30, 2027 | | $ | 3,542 | | | $ | 3,542 | | | The note is unsecured and bears interest at the Secured Overnight Financing rate at the end of each calander quarter (3.87% at December 31, 2025). **** **5: PROPERTY AND EQUIPMENT** **** Land, building and furniture, fixtures and equipment are recorded at cost incurred to acquire the assets. At December 31, 2025 and 2024, fixed assets are as follows (in thousands): | Schedule of property, plant and equipment | | | | | | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Land and improvements | | $ | 432 | | | $ | 432 | | | | Buildings and improvements | | | 372 | | | | 372 | | | | Total fixed assets | | | 804 | | | | 804 | | | | Less:Accumulated depreciation | | | (182 | ) | | | (168 | ) | | | Property and equipment, net | | $ | 622 | | | $ | 636 | | | **** **6: INCOME TAXES** The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | | 25 | | | | | | Deferred tax assets are recognized to the extent that it is considered more likely than not that they will be realized. In assessing the realizability of deferred tax assets, the Company considers all available positive and negative evidence, including the scheduling of reversal of deferred tax liabilities, projected future taxable income, recent operating results, and tax planning strategies. If it is determined that deferred tax assets can be realized in the future in excess of their net recorded amount, the valuation allowance would be adjusted, and the provision for income taxes would be reduced in the period such determination is made. *Income tax expense* The components of income tax expense (benefit) for the years ended December 31, 2025 and 2024 were as follows (amounts in thousands): | Schedule of income tax expense benefit | | | | | | | | | | | | | | 2025 | | | | 2024 | | | | Current: | | | | | | | | | | | Federal | | $ | - | | | $ | - | | | | State | | | - | | | | - | | | | Total current | | | - | | | | - | | | | Deferred: | | | | | | | | | | | Federal | | | - | | | | - | | | | State | | | - | | | | - | | | | Total deferred | | | - | | | | - | | | | | | | | | | | | | | | Total income tax expense (benefit) | | $ | - | | | $ | - | | | The Company incurred net losses of $46 and $18 for the years ended December 31, 2025 and 2024, respectively. No income tax expense or benefit has been recorded for either period, primarily as a result of the Companys net operating loss carryforwards and the full valuation allowance recorded against its deferred tax assets. *Rate reconciliation*A reconciliation between income taxes computed at the U.S. federal statutory corporate income tax rate and the Companys effective income tax rate for the years ended December 31, 2025 and 2024 is summarized as follows: | Schedule of federal statutory corporate income tax rate | | | | | | | | | | | | | | | | | | | (In thousands) | | 2025 | | | % | | | 2024 | | | % | | | | | | | | | | | | | | | | | | | Pretax book income (loss) | | $ | (46 | ) | | | | | | $ | (18 | ) | | | | | | | Expected income tax (recovery) at statutory tax rates | | | (10 | ) | | | 21 | | | | (4 | ) | | | 21 | | | | Adjustment to deferred tax assets | | | 148 | | | | -322 | | | | 105 | | | | -582 | | | | Change in valuation allowance | | | (138 | ) | | | 301 | | | | (101 | ) | | | 561 | | | | Total Income tax expense (recovery)/ETR | | $ | - | | | | - | | | $ | - | | | | - | | | For both 2025 and 2024, the Companys effective income tax rate was 0%, as the expected federal tax benefit of pre-tax losses was fully offset by increases in the valuation allowance on deferred tax assets. | | 26 | | | | | | *Deferred taxes* Deferred tax assets and liabilities are comprised primarily of the tax effects of net operating loss carryforwards. As of December 31, 2025 and 2024, the components of the Companys deferred tax assets and valuation allowance were as follows (amounts in thousands): | Schedule of deferred tax assets | | | | | | | | | | | | | 2025 | | | 2024 | | | | Deferred tax asset: | | | | | | | | | | | Net operating loss carryforwards | | $ | 1,224 | | | $ | 1,362 | | | | Gross deferred tax asset | | | 1,224 | | | | 1,362 | | | | Less: valuation allowance | | | (1,224 | ) | | | (1,362 | ) | | | Net deferred tax asset | | $ | - | | | $ | - | | | The Company has recorded a full valuation allowance against its net deferred tax assets because, based on its evaluation of all available evidence, including a history of recent losses, it is not considered more likely than not that the deferred tax assets will be realized. As of December 31, 2025 and 2024, the Company had federal net operating loss carryforwards of $6,525,544 and $6,465,544, respectively. A portion of these net operating loss carryforwards, totaling approximately $4.8 million at December 31, 2025, will expire at various dates from 2025 through 2036. The remaining approximately $1.7 million of federal net operating loss carryforwards may be carried forward indefinitely. Utilization of the Companys net operating loss carryforwards may be subject to annual limitations under Internal Revenue Code Section 382 and similar state provisions in the event of certain changes in ownership of the Company. Due to the Companys recent operating results and uncertainty regarding the timing and amount of future taxable income, the Company has not recognized any benefit from these net operating loss carryforwards and has recorded a full valuation allowance against the related deferred tax assets. The Company files U.S. federal income tax returns and applicable state income tax returns. The Companys U.S. federal income tax returns for the years ended December 31, 2025 and 2024 remain subject to examination by the Internal Revenue Service, generally for three years from the date the returns are filed. State jurisdictions remain open to examination for periods consistent with the applicable statutes of limitations in those jurisdictions. **7: STOCKHOLDERS EQUITY** Outstanding Preferred Stock Preferred stock consists of the following (amounts in thousands): | Schedule of stockholders equity | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Series B convertible preferred stock, $10 par value, liquidation value of $100, authorized 100 shares, issued and outstanding one share | | | 1 | | | | 1 | | | The Series B preferred stock has a liquidation value of $100 per share. The right to convert expired April 30, 2003. Noncumulative dividends at the rate of 6% are payable in cash or preferred shares at the option of the Company. **8: CASH CONCENTRATIONS** The Company maintains its cash balances at financial institutions that participate in the Federal Deposit Insurance Corporations Transaction Account Guarantee Program which insures depositors up to $250,000. From time to time, the Company has certain cash balances that may exceed insured limits. The Company utilizes large and reputable banking institutions which it believes mitigates these risks. | | 27 | | | | | | **** **9: OTHER INCOME** **** The Company collected $50,000 for a note receivable that had been written off in prior years **** **10: OPERATING SEGMENTS** The following table reconciles the segment information to the corresponding amounts in the Consolidated Statements of Operations (in thousands): | Schedule of segment reporting information | | | | | | | | | | | | | | | Year ended December 31, 2025 | | Current Operations | | | Corporate | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating revenue | | $ | 155 | | | $ | - | | | $ | 155 | | | | | | | | | | | | | | | | | | | Operating expenses | | | 42 | | | | 364 | | | $ | 406 | | | | Depreciation | | | 14 | | | | - | | | $ | 14 | | | | Total operating expenses | | | 56 | | | | 364 | | | $ | 420 | | | | Interest income | | | - | | | | 169 | | | $ | 169 | | | | Other income | | | | | | | 50 | | | $ | 50 | | | | Segment operating income (loss) | | $ | 99 | | | $ | (145 | ) | | $ | (46 | ) | | | Year ended December 31, 2024 | | Current Operations | | | Corporate | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating revenue | | $ | 146 | | | $ | - | | | $ | 146 | | | | | | | | | | | | | | | | | | | Operating expenses | | | 35 | | | | 335 | | | | 370 | | | | Depreciation | | | 13 | | | | - | | | | 13 | | | | Total operating expenses | | | 48 | | | | 335 | | | | 383 | | | | Interest income | | | - | | | | 213 | | | | 213 | | | | Other income | | | 6 | | | | - | | | | 6 | | | | Segment operating income (loss) | | $ | 104 | | | $ | (122 | ) | | $ | (18 | ) | | | | 28 | | | | | | **11: QUARTERLY DATA (UNAUDITED)** The table below reflects the Companys selected quarterly information for the years ended December 31, 2025 and 2024. Amounts shown are in thousands except per share amounts. | Schedule of quarterly financial information | | | | | | | | | | | | | | | | | | | | | First | | | Second | | | Third | | | Fourth | | | | Year ended December 31, 2025 | | Quarter | | | Quarter | | | Quarter | | | Quarter | | | | | | | | | | | | | | | | | | | Revenue | | $ | 38 | | | $ | 40 | | | $ | 39 | | | $ | 38 | | | | Operating expense | | | (12 | ) | | | (15 | ) | | | (14 | ) | | | (15 | ) | | | Corporate general and administrative expense | | | (89 | ) | | | (85 | ) | | | (88 | ) | | | (102 | ) | | | Interest income | | | 43 | | | | 42 | | | | 43 | | | | 41 | | | | Other income | | | - | | | | - | | | | - | | | | 50 | | | | Income (loss) allocable to common shareholders | | | (20 | ) | | | (18 | ) | | | (20 | ) | | | 12 | | | | Income (loss) per common share basic and diluted | | ($ | 0.01 | ) | | ($ | 0.01 | ) | | ($ | 0.01 | ) | | $ | 0.01 | | | | | | First | | | Second | | | Third | | | Fourth | | | | Year ended December 31, 2024 | | Quarter | | | Quarter | | | Quarter | | | Quarter | | | | | | | | | | | | | | | | | | | Revenue | | $ | 36 | | | $ | 37 | | | $ | 37 | | | $ | 36 | | | | Operating expense | | | (13 | ) | | | (12 | ) | | | (14 | ) | | | (9 | ) | | | Corporate general and administrative expense | | | (78 | ) | | | (78 | ) | | | (79 | ) | | | (100 | ) | | | Interest income | | | 57 | | | | 56 | | | | 52 | | | | 48 | | | | Other income | | | - | | | | - | | | | - | | | | 6 | | | | Income (loss) allocable to common shareholders | | | 2 | | | | 3 | | | | (4 | ) | | | (19 | ) | | | Income (loss) per common share basic and diluted | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.01 | | | | | 29 | | | | | | The following documents are filed as exhibits (or are incorporated by reference as indicated) into this Report: | Exhibit Designation | | Exhibit Description | | | 3.1 | | Articles of Incorporation of Medical Resource Companies of America (incorporated by reference to Exhibit 3.1 to Registrants 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 Registrants 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 Registrants 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 Registrants PRES 14-C dated February 27, 1996) | | | 3.5 | | Certificate of Decrease in Authorized and Issued Shares effective November 30, 2001 (incorporated by reference to Exhibit 2.1.7 to Registrants Form 10-K dated December 31, 2002) | | | 3.6 | | Certificate of Designations, Preferences and Rights of Preferred Stock dated May 7, 1993 relating to Registrants Series B Preferred Stock (incorporated by reference to Exhibit 4.1.2 to Registrants Form S-3 Registration Statement No. 333-64840 dated June 22, 1993) | | | 3.7 | | Certificate of Voting Powers, Designations, Preferences and Rights of Registrants Series F Senior Convertible Preferred Stock dated December 31, 1997 (incorporated by reference to Exhibit 2.2.2 of Registrants Form 10-KSB for the fiscal year ended December 31, 1997) | | | 3.8 | | Certificate of Voting Powers, Designations, Preferences and Rights of Registrants Series G Senior Non-Voting Convertible Preferred Stock dated December 31, 1997 (incorporated by reference to Exhibit 2.2.3 of Registrants Form 10-KSB for the fiscal year ended December 31, 1997) | | | 3.9 | | 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 Registrants Current Report on Form 8-K for event occurring October 12, 2004) | | | 3.10 | | Certificate of Amendment to Articles of Incorporation effective February 8, 2005 (incorporated by reference to Exhibit 3.5 of Registrants Current Report on Form 8-K for event occurring February 8, 2005) | | | 3.11 | | Certificate of Amendment to Articles of Incorporation effective March 21, 2007 (incorporated by reference to Exhibit 3.13 of Registrants Current Report on Form 8-K for event occurring March 21, 2005) | | | 3.12 | | Amended and restated bylaws of New Concept Energy, Inc. dated November 18, 2008. | | | 14.0 | | Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.0 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003) | | | 19 | | Insider Trading Policy | | | 21.1* | | Subsidiaries of the Registrant | | | 31.1* | | Rule 13a-14(a) Certification by 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, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 101 | | Interactive data files pursuant to Rule 405 of Regulation S-T | | *Filed herewith. | | 30 | | | | | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | NEW CONCEPT ENERGY, INC. | | | | | | | | March 31, 2026 | by: | /s/ Gene S. Bertcher | | | | | Gene S. Bertcher, Principal Executive | | | | Officer, President and Chief Financial Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated. | Signature | Title | Date | | | /s/ Gene S. Bertcher Gene S. Bertcher | Chairman, President, Principal Executive Officer, Chief Financial Officer and Director | March 31, 2026 | | | /s/ Richard W Humphrey Richard W Humphrey | Director | March 31, 2026 | | | /s/ Dan Locklear Dan Locklear | Director | March 31, 2026 | | | /s/ Robert C. Canham Robert C. Canham | Director | March 31, 2026 | | | /s/ Cecilia Maynard Cecilia Maynard | Director | March 31, 2026 | | 31