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GBR > SEC Filings for GBR > Form 8-K on 27-Jul-2009All Recent SEC Filings

Show all filings for NEW CONCEPT ENERGY, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NEW CONCEPT ENERGY, INC.


27-Jul-2009

Changes in Control or Registrant


Item 5.01. Changes in Control of Registrant
On July 21, 2009, International Health Products, Inc., a Nevada corporation ("IHPI") acquired from Syntek West, Inc., a Nevada corporation ("SWI") 395,078 shares of Common Stock, par value $0.01 per share of New Concept Energy, Inc. ("NCE"or the "Issuer" or the "Registrant") at an aggregate price of $2,074,160 (approximately $5.25 per share), the full amount of which was paid by IHPI through an assumption of an aggregate amount of indebtedness of $2,074,160 of the outstanding balance owed by SWI to Income Opportunity Realty Investors, Inc., a Nevada corporation ("IOT"). The 395,078 shares of NCE Common Stock acquired by IHPI constituted approximately 20.29% of the issued and outstanding Common Stock of NCE on such date.
Also on July 21, 2009, IHPI acquired from SWI 100% of the Membership Interest of and in URC Energy LLC, a Nevada limited liability company ("URCLLC") for a purchase price of $5,220,585, of which IHPI also assumed and became obligated to pay an aggregate of $3,070,493 of indebtedness of SWI owed to IOT as part payment for the purchase price for the Interest and IHPI issued and delivered to SWI a promissory note in the original stated principal amount of $2,150,092 payable to the order of SWI. URCLLC owns and has owned for more than one calendar year an aggregate of 950,000 shares of Common Stock of NCE. As the owner of 100% of the Membership Interest of URCLLC, IHPI became the beneficial owner of such 950,000 shares of Common Stock of NCE which constitute approximately 48.79% of the issued and outstanding Common Stock of NCE. With the acquisition of the 395,078 shares of Common Stock of NCE and the Membership Interest in URCLLC, IHPI beneficially owns an aggregate of 1,345,078 shares of NCE Common Stock which constitutes approximately 69.08% of the issued and outstanding Common Stock of NCE.
With the disposition by SWI of the 395,078 shares of Common Stock of NCE and the Membership Interest in URCLLC, SWI and its subsidiaries ceased to own of record or beneficially any shares of Common Stock of NCE. To the knowledge of the Issuer, no other person or entity owns or holds a significant percentage of the Common Stock of NCE. The transaction resulted in a change in control of NCE.
To the knowledge of the Issuer, there are no arrangements or understandings among representatives of IHPI or URCLLC or their associates with respect to the election of directors or other matters. In addition, there are no arrangements known to the Issuer, the operation of which may at a subsequent date result in a further change of control of the Issuer.

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