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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