New Concept Energy, Inc.

Realty Advisors is back for a second round, agreeing to buy 2 million more shares at $1.00-plus per share, pending shareholder and NYSE approval and again structured as a deemed change of control -- continuing the insider-funded pattern that has kept New Concept Energy listed since 2008.

capital raising announcement

A year after the Realty Advisors capital injection, NYSE flagged New Concept Energy again: equity had grown to $2.4M but still fell short of the minimum, with losses in three of the last four years -- the company now describes itself simply as an Ohio/West Virginia oil and gas operator, with the CableTEL and Fayetteville chapters closed.

listing compliance notice

Closed the Realty Advisors investment: $4.5M for 3 million shares, approved by shareholders and NYSE, giving Realty Advisors 59.6% and a deemed change of control -- proceeds earmarked for overdue payables and the first of a four-well drilling program.

capital raising announcement

Lined up a fix: Realty Advisors, a related party already holding a small stake and sharing an officer with the company, agreed to buy 3 million new shares for $4.5M pending a shareholder vote -- echoing the 2008 URC Energy rescue that cured the last listing crisis.

capital raising announcement

A decade after the AMEX brush with delisting, New Concept Energy again fell short of listing standards -- this time NYSE American, citing just $0.6M in stockholders' equity and losses in three of the last four years.

listing compliance notice

Deployed the XTO windfall into a much bigger position, winning a bankruptcy-court bid for Carl E. Smith Inc. and its affiliates -- 94 producing and 121 non-producing gas wells across 20,000 acres in Ohio and West Virginia -- for about $13.9M cash plus deferred payments; renamed the acquired business Mountaineer State Energy and the parent company itself New Concept Energy, Inc.

asset acquisition disposition

Sold all its Fayetteville Shale acreage -- the original 1,712 net acres plus 2,398 more from exercised options -- to XTO Energy for about $16.4M cash and a $14.5M after-tax gain, just four months after acquiring the leases; said it would keep pursuing other oil and gas opportunities.

asset acquisition disposition

URC Energy, a Gene Phillips-controlled entity, closed a $2.85M purchase of 950,000 new shares, taking it to just over 49% and Phillips-affiliated holders to about 69% in aggregate -- a deemed change of control that cured the AMEX equity shortfall and got the pending delisting appeal cancelled.

capital raising announcement

CabelTel disclosed that URC Energy LLC (owned by Gene Phillips) will buy 950,000 new shares at $3 each ($2.85M cash), roughly doubling the shares outstanding from 986,939 to 1,936,939. URC would hold about 49%, and with the other Phillips-affiliated holders about 69%, a deemed change of control; shares are expected to be issued around February 29, 2008. Existing shareholders are heavily diluted. The filing says proceeds will be held as working capital and may fund seismic work and drilling or acreage consolidation on the Cleburne County, Arkansas leasehold. This is the equity raise that follows the October 2007 AMEX delisting notice, which cited a failure to raise $2.1M in equity; the filing itself does not mention the listing issue (inference).

capital raising announcement

Moved on the Fayetteville Shale mineral rights AMEX had flagged as overdue, acquiring about 1,712 net acres in Arkansas from Eurenergy Arkansas LLC (an entity the company already does paid bookkeeping work for) via a $4,000/acre note, plus options on more acreage.

material agreement

AMEX moved to delist the company outright, saying it missed its compliance-plan milestones -- including failing to raise the required $2.1M in equity and failing to close the Fayetteville Shale mineral-rights acquisition it had promised -- though the company is appealing.

listing compliance notice

AMEX warned the newly renamed CabelTel International -- now down to a shrunken remaining oil and real-estate portfolio after the CableTEL rescission -- that it falls below minimum shareholders'-equity listing standards, with a compliance plan due within a month.

listing compliance notice

Unwound the CableTEL acquisition entirely: the Finley/Phillips group took back Bulgaria's CableTEL and its funding obligations, the company received a $1.5M break-up fee and cancelled the preferred stock, and CEO Ron Finley resigned as the company agreed to drop 'cable' from its name.

asset acquisition disposition

SEC accounting staff overruled the company's 'reverse acquisition' treatment of the CableTEL deal, forcing a restatement that cuts previously reported 2004 total assets nearly two-thirds (from $50.5M to $16.9M) and shrinks the reported 2004 net loss from $2.2M to $0.9M.

financial restatement

In a related-party stock swap, issued preferred stock to the Finley/Phillips group -- which already controlled roughly 20% of the company -- for indirect control of CableTEL, Bulgaria's largest cable-TV and telecom operator, with a planned mandatory conversion that would leave the four sellers owning about 89% of the company's common stock.

asset acquisition disposition

Made its first move into oil and gas, buying Gaywood Oil and Gas -- 110 East Texas leases with about 40 producing wells -- for roughly $1.2M from a trust benefiting related party Gene Phillips's family, opening a new business line alongside the shrinking assisted-living operations.

asset acquisition disposition

Settled a control dispute with major shareholder LSOF Pooled Equity by buying back its stake for $4M cash plus 11 of the company's 24 assisted-living properties, ending the litigation but shrinking the eldercare/real-estate business Greenbriar had built since the mid-1990s.

asset acquisition disposition