What changed in this filing

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Item 9A. Controls and Procedures

2020-05-15 compared with 2019-04-16 · 348 added, 363 removed, 90 unchanged (89% of the section changed)

CONTROLS AND PROCEDURES

We carried out an evaluation

under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting

Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities

Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report.

Based upon that evaluation,

the Chief Executive Officer and the Principal Accounting Officer concluded that our disclosure controls and procedures were not

effective as of December 31, 2018.

Management’s Annual Report on Internal

carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer

and Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by

Based upon that evaluation, the Chief Executive Officer and the Principal Accounting Officer concluded that our disclosure

controls and procedures were not effective as of December 31, 2018.

Management’s

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules

13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies

and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are

made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect

on our financial statements.

assessed the effectiveness of our internal control over financial reporting as of December 31, 2019.

In making this assessment,

management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2019, our internal

control over financial reporting were not effective, and material weaknesses over financial reporting were identified.

weakness means a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not

be prevented or detected on a timely basis.

The material weaknesses identified were:

to ongoing financial constraints, we have not been devoting adequate resources to our

accounting and reporting functions in order to properly record, file and review our financial

transactions on a regular basis in order to ensure accuracy;

the year, management authorized a number of payments for services without providing proper

support and documentation, nor notifiying accounting of the expenditures so that they

could be properly documented and recorded;

do not have a properly documented internal control system in accordance with the requirements

of COSO or some similarly appropriate internal control methodology or formal documentation

of our systems of internal control.

are currently working to remediate the material weaknesses.

We cannot be sure when we will successfully remediate the material

weaknesses or whether compensating controls will be effective in preventing or detecting material errors.

The remediation

may require substantial time and resources to successfully implement.

We may be unable to remediate these weaknesses until

we have received additional funding that may be necessary to hire additional personnel.

Until we have sufficient internal finance

and accounting staff, we plan to work closely with external financial advisors to document the existing financial processes, risk

assessment, and internal controls systematically.

These material weaknesses could cause creditors, customers, investors,

regulators, strategic alliances and others to lose confidence in the effectiveness of our internal controls and the accuracy of

our financial statements and other information, all of which could have a material adverse impact on our business, results of

operations and financial condition.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal

control over financial reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)

of the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our

(ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company are made only in accordance with

authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management assessed the effectiveness

of our internal control over financial reporting as of December 31, 2018.

In making this assessment, management used the criteria

set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on its assessment of

internal control over financial reporting, management has concluded that, as of December 31, 2018, our internal control over financial

reporting were not effective.

This Annual Report does not

include an attestation report of the Company’s registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant

to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report

in this Annual Report.

Changes In Internal Control Over Financial Reporting

There were no significant

changes in our internal control over financial reporting during the year ended December 31, 2018 that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public

accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only

management’s report in this Annual Report.

In Internal Control Over Financial Reporting

were no significant changes in our internal control over financial reporting during the year ended December 31, 2019 that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information concerning

the individuals that are currently serving as executive officers and/or members of the board of directors of SEER.

biographies of the directors listed below also contains information regarding such person’s service as a director, business

experience, director positions with other public companies held currently or at any time during the past five years, and the experience,

qualifications, attributes and skills that the board of directors considered in selecting each of them to serve as a director of

Joseph John Combs III, Esq., 61, CEO,

President and Secretary.

Combs, a SEER Founder, is currently CEO.

following table sets forth certain information regarding our executive officers and directors as of March 30, 2020.

John Combs III

Chief Executive Officer, Director, Chairman of the Board, Secretary

Chief Financial Officer

John Combs III, Esq., President, Chief Executive Officer, Chairman of the Board, and Secretary.

Combs, a SEER Founder,

is currently CEO.

He also serves as General Counsel.

Combs has been

Vice President of REGS since 2004.

Before joining the Company he owned and operated the law firm of Combs & Associates from

1989 to 2003.

Prior to that he was an associate in the law firm of Berman & Blanchard in Los Angeles from 1987 to 1989, and

an associate in the law firm of Parker, Milliken, Clark, O’hara & Samuelian, in Los Angeles from 1983 to 1987.

His experience

in private practice has included corporate maintenance, international finance, and business litigation.

Over the last 30 years

he has served as an officer and director of various sized corporations, both public and private, and was a Director and Officer

of Armada Water Assets, Inc until his resignation in September 2014.

Combs has been Vice President of REGS since 2004.

Before joining the

Company, he owned and operated the law firm of Combs & Associates from 1989 to 2003.

Prior to that he was an associate in

the law firm of Berman & Blanchard in Los Angeles from 1987 to 1989, and an associate in the law firm of Parker, Milliken,

Clark, O’hara & Samuelian, in Los Angeles from 1983 to 1987.

His experience in private practice has included corporate

maintenance, international finance, and business litigation.

Over the last 30 years he has served as an officer and director of

various sized corporations, both public and private, and was a Director and Officer of Armada Water Assets, Inc until his resignation

in September 2014.

For the past five years Mr.

Combs has not served as a director

of a public company, other than SEER.

He received his B.A.

from the University of Colorado, with honors, and a J uris Doctorate

from Duke University School of Law in 1983.

Combs was chosen as a Director because of his leadership experience, public

company experience, experience serving on the boards of directors and committees of both public and private entities and other

experience as a practicing attorney.

Effective January 1, 2013 Mr.

Combs receives an annual salary of $165,000 and participation

in an incentive compensation program.

Christopher H.

Combs has not served as a director of a public company, other than SEER.

from the University of Colorado, with honors, and a J uris Doctorate from Duke University School of Law in 1983.

Combs was chosen as a Director because of his leadership experience, public company experience, experience serving on the

boards of directors and committees of both public and private entities and other experience as a practicing attorney.

Dieterich, Director.

and former Secretary.

Dieterich is the founder and managing partner of Dieterich & Associates, a litigation and commercial

law firm based in Los Angeles, California, providing legal services to entrepreneurial and emerging technology companies during

the past 34 years.

His firm specializes in venture capital and private equity financings, as well as in SEC compliance issues for

public companies.

He obtained his undergraduate engineering degree from Virginia Tech, graduate engineering degree from UC Berkeley

(1970) and graduated from the joint Law and Economics program at UCLA in 1979, after serving six years in the US Air Force as a

flight instructor in advanced jets.

He has been a Director of the Company since 2008 and was Secretary from 2008 until November

Dieterich was chosen as a Director because of his experience in a broad range of businesses as well experience serving

on the boards of directors and committees of private entities.

He receives no salary from the Company.

Heidi Anderson, 48, Interim Chief Financial

Anderson joined the Company on November 14, 2016 as a consultant in the role of Interim Chief Financial Officer.

Anderson is a consulting Chief Financial Officer for AVL Growth Partners, LLC and provides CFO services to high trajectory

businesses primarily in services, real estate, financial and technology markets.

Prior to joining AVL, Heidi was the CFO at Club

Holdings, LLC and all subsidiaries, as well as the COO of their largest subsidiary, Quintess and was a co-founder and CFO of 10

til 2, a staffing business that grew over time until it was franchised in 10 states.

During her tenure at Club Holdings she oversaw

7+ capital formation transactions with combined value in excess of $100 million.

Anderson also previously worked in the auditing

and consulting groups at KPMG, LLLP and EKS&H, LLLP.

Anderson received a B.S.

degree in Professional Accountancy from the

Pennsylvania State University and has been a Colorado Certified Public Accountant for over 25 years.

The Company pays an hourly

Anderson’s time expected at approximately $100,000 per year.

None of the officers or our

Director was the subject of a conviction in a criminal proceeding, or named as a defendant in a pending criminal proceeding, or

had an order, judgment or decree entered by a court of competent jurisdiction that in any way enjoined, barred, suspended or otherwise

limited that officers or Directors involvement in any business, securities, commodities or banking activities;

nor has any officer

or Director been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities

and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or

state securities or commodities law, which finding or judgment has not been reversed, suspended or vacated;

or been the subject

of the entry of an order by self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited

any officer’s or Director’s involvement in any type of business of securities activities.

Dieterich is the founder and managing partner of Dieterich & Associates, a litigation

and commercial law firm based in Los Angeles, California, providing legal services to entrepreneurial and emerging technology

companies during the past 34 years.

His firm specializes in venture capital and private equity financings, as well as in SEC compliance

issues for public companies.

He obtained his undergraduate engineering degree from Virginia Tech, graduate engineering degree

from UC Berkeley (1970) and graduated from the joint Law and Economics program at UCLA in 1979, after serving six years in the

US Air Force as a flight instructor in advanced jets.

He has been a Director of the Company since 2008 and was Secretary from

2008 until November 2013.

Dieterich was chosen as a Director because of his experience in a broad range of businesses as well

experience serving on the boards of directors and committees of private entities.

Christopher Scott Yenzer,

Director , has served on the board since January 2019.

Yenzer has served as corporate development officer of Blackeagle

Energy Services until May 2019, is a 30-year engineering industry veteran with demonstrated strengths in the area of global

relationships and operations growth plans.

Yenzer’s extensive engineering and management background includes domestic

and global, commercial oil and gas transaction management for some of the world’s largest engineering firms.

the SEER management team with a complementary perspective that is grounded in practical, hands-on experience in growing diverse

businesses in both up and down cycles.

Prior to his current role, Mr.

Yenzer was COO and co-owner of Caribou Energy Corporation,

which was sold in 2017.

Prior to Caribou Energy, Mr.

Yenzer served as vice president of Jacobs/CH2M, responsible for developing

Enterprise Account Management on the executive committee for all business groups:

Oil & Gas and Chemicals, Environmental &

Nuclear, Water, and Infrastructure and Power.

Yenzer built the successful Oil & Gas and Chemicals Global Strategic Account

Team which included BP, ExxonMobil, Shell, Conoco, Hess TransCanada and Noble and led development of uniform account plans and

growth strategies.

During his tenure with Jacobs, Mr.

Yenzer has held various positions from Project Engineer to Program Manager

to VP of Business Development and his CV hosts a list of impressive ‘wins’

resulting from his ability to grow relationships

and revenues across all markets, while increasing value to clients.

Knopik, Interim Chief Financial Officer.

Knopik joined the Company in August 2019 as a consultant in the role of

Interim Chief Financial Officer.

Knopik is a consulting Chief Financial Officer for Lost Pines Partners, LLC and provides

CFO services to businesses primarily in oil and gas, and related services, bio-pharma services, and technology markets, including

hardware, software, and IP.

Knopik has extensive experience with positions in accounting, finance, Securities and Exchange

Commission (SEC) financial reporting, Sarbanes Oxley (SOX) compliance, and strategic planning.

Knopik also began his career

at KPMG, LLLP.

Knopik received a B.S.

degree in Accounting from the Montana State University and is a CPA.

board of directors has determined that Christopher Dieterich is considered an “independent director.”

Under the National

Association of Securities Dealers Automated Quotations (“NASDAQ”) definition, an “independent director”

means a person other than an officer or employee of the Company or its subsidiaries or any other individuals having a relationship

that, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying

out the responsibilities of the director.

The board of directors’

discretion in determining director independence is not

completely unfettered.

Further, under the NASDAQ definition, an independent director is a person who (1) is not currently (or

whose immediate family members are not currently), and has not been over the past three years (or whose immediate family members

have not been over the past three years), employed by the company;

(2) has not (or whose immediate family members have not) been

paid more than $120,000 during the current or past three fiscal years;

(3) has not (or whose immediately family has not) been

a partner in or controlling shareholder or executive officer of an organization which the company made, or from which the company

received, payments in excess of the greater of $200,000 or 5% of that organizations consolidated gross revenues, in any of the

most recent three fiscal years;

(4) has not (or whose immediate family members have not), over the past three years been employed

as an executive officer of a company in which an executive officer of the company has served on that company’s compensation

or (5) is not currently (or whose immediate family members are not currently), and has not been over the past three

years (or whose immediate family members have not been over the past three years) a partner of the company’s outside auditor.

Meetings and committees;

annual meeting attendance

is no Nominating Committee for directors, which the Company considers reasonable, as there is no direct compensation to directors

who are not also officers, and there is no liability insurance available for errors and omissions, should they occur.

the Company has found it extremely difficult to attract independent directors.

There were no changes to the procedures by which

security holders may recommend nominees to the Company’s board of directors.

Committee and Audit Committee Financial Expert

do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function.

The entire board of directors acts as the audit committee.

We currently have limited working capital and a history of losses.

Our board of directors does not believe that it would be in our best interests at this time to identify and retain independent

directors to sit on an audit committee or a director that qualifies as an audit committee financial expert under SEC regulations.

of this filing there was no compensation committee.

Section 16(a) Reports

Board has adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees, which includes our principal executive

officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

copy of the code is posted on our website, www.seer-corp.com.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of the compensation for each

of our named executive officers for the financial years ended December 31, 2018 and 2017.

Incentive Plan

Pension Value

and Non-Qualified

COMPENSATION TABLE

following table sets forth a summary of the compensation for each of our named executive officers for the financial years ended

December 31, 2019 and 2018.

or Option Awards (1)

Incentive Plan Compensation ($)

Deferred Compensation Earnings ($)

Other Compensation ($)

John Combs III (1)

President, Secretary

FortunatoVillamagna

Paragon Waste Systems, LLC

(1) Paid as an outside consultant.

(2) Represents amounts earned during those years and, because of the timing of payments, do not represent

amounts paid during those years.

(3) The amounts in the Option Awards column reflect the aggregated grant date fair value of

awards granted during a specific year, all of which were computed in accordance with FASB ASC Topic 718.

Assumptions used in the

calculation of the aggregated grant date fair value for these options are included in Note 16 to our audited financial statements

included in as Exhibit 99 to this Report on Form 10-K .

The terms of the options are described under the Outstanding Equity Awards

at Fiscal Year-End Table below.

Employment Agreements

There are no written employment agreements or contracts with any named

executives except as noted below:

Effective as of January 9,

2017, we entered into an employment agreement with Richard Robertson in connection with his services as Chief Operation Officer

of SEER and President of MV Technologies.

Robertson’s employment agreement is for a term of one year but shall automatically

renew for succeeding terms of one year unless written notice is given by either party 30 days prior to the expiration of any term.

Pursuant to the terms of his employment agreement dated January 9, 2017, Mr.

Robertson would receive an annual base salary of $165,000.

In addition, Mr.

Robertson will be eligible for discretionary bonuses for services to be performed as an executive officer of the

Robertson shall be entitled to receive a total

of 1,000,000 stock options of the Company’s $.001 par value common stock, as set forth below.

i) Signing Bonus:

100,000 cashless exercise options

vesting upon commencement of employment.

The strike price for these options shall be $1.00 and shall have an exercise term of four

years from date of vesting;

ii) Performance Options:

900,000 cashless exercise

options vesting over four (4) years in sixteen (16) quarterly installments at the end of each quarter of employment.

price for these options shall be $1.00 and shall have an exercise term of three years.

Effective as of January 22, 2018, Mr.

resigned from his position as Chief Operation Officer of SEER and President of MV Technologies.

All non-vested options were cancelled.

Grants of Plan-Based Awards

and Principal Position

Base Price of

Fair Value of

John Combs III, CEO, President, Secretary

F Moorhead, Chairman

Robertson, COO

Lamirato, CFO

Dieterich, Director

Villamagna, President PWS

Cardillo, President REGS

No options were exercised

by the executive officers during the year ended December 31, 2018.

During the year ended December 31, 2017, Mr.

Lamirato received

13,496 of the Company’s $.001 par value common stock in the cashless exercise of 166,666 common stock options.

On November 6, 2013, the Board

of Directors of the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”) and directed that it be presented

to the shareholders for their adoption and approval.

The 2013 Plan was not approved by the shareholders of the Company and on December

1, 2014 The Board of Directors terminated the Plan.

No shares were ever issued pursuant to the 2013 Plan.

Outstanding Equity Awards at Fiscal Year-End

December 31, 2018

of Securities

Unexercisable

John Combs III, CEO, President, Secretary

F Moorhead, Chairman

Robertson, COO

Dieterich, Director

Villamagna, President PWS

Cardillo, President REGS

(a) 1,000,000

options were issued on May 1, 2017 of which 100,000 options vest as of May 1,2017 and

the balance of the 900,000 options vest in a series of 8 successive equal quarterly installments

of 125,000 commenting July 1, 2017 and ending April 1, 2019, subject to the option holders

continuous service as of each such date.

Following the resignation of Mr.

August 8, 2018 vesting terminated and 375,000 options reverted to the pool.

(b) 1,000,000

options were issued on January 9, 2017 of which 100,000 options vest as of January 9,2017

and the balance of the 900,000 options vest in a series of 16 successive equal quarterly

installments of 56,250 commenting March 31, 2017 and ending December 31, 2020, subject

to the option holders continuous service as of each such date.

Subsequent to the resignation

Robertson on January 19, 2018 vesting terminated except 2 additional quarters

were immediately vested under the terms of the agreement.

The remaining unvested 562,500

options were reverted to the pool.

Six months following Mr.

Robertson’s resignation

on July 19, 2018 the vested 437,500 options reverted to the pool following expiration

of time to exercise.

weighted average exercise price.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The number of shares beneficially

owned includes shares of Common Stock with respect to which the persons named below have either investment or voting power.

is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of that security

within 60 days through the exercise of an option or through the conversion of another security.

Except as noted, each beneficial

owner has sole investment and voting power with respect to the Common Stock.

Common Stock not outstanding

that is subject to options or other convertible securities or rights is deemed to be outstanding for the purpose of computing the

percentage of Common Stock beneficially owned by the person holding such options or other convertible securities or rights, but

is not deemed to be outstanding for the purpose of computing the percentage of Common Stock beneficially owned by any other person.

The following table sets forth

information regarding the beneficial ownership of Strategic Environmental & Energy Resources’

common stock as of December

31, 2018, by (i) each person known to beneficially own more than 5% of the common stock of the Company, (ii) each of the Company’s

executive officers, (iii) each member of the Board of Directors of the Company and (iv) all of the executive officers and Board

members as a group.

As of December 31, 2018, 58,503,575 shares of our Common Stock were issued and outstanding.

of Beneficial Owners

Beneficially Owned (1)

John Combs III

Chief Execurive Officer, President and Secretary

Fortunato Villamagna

Chief Execurive Officer, Paragon Waste Systems

VP Business Development, MV Technologies (2)

table is on an accrual basis.

Amounts accrued and unpaid at December 31, 2019 for Mr.

Combs is approximately $7,900.

Jones salary was increased to $150,000 annually, commencing on July 16, 2018.

are no employment agreements or contracts with any named executive officers.

Director Compensation

the fiscal year ended December 31, 2019, compensation paid to directors (other than those listed in the Summary Compensation Table

above) was as follows:

or Option Awards (1)

Incentive Plan Compensation ($)

Deferred Compensation Earnings

Other Compensation ($)

Christopher H.

options and restricted stock awards presented in this table for 2019 and 2018 reflect the entire fair value of such awards

in the year of grant.

However, the accompanying consolidated financial statements reflect the dollar amount expensed by the

company during applicable fiscal year for financial statement reporting purposes pursuant to guidance issued by the FASB.

Such guidance requires the company to determine the overall value of the stock awards and options as of the date of grant.

The stock awards are valued based on the fair market value of such shares on the date of grant and are charged to compensation

expense over the related vesting period.

The options are valued at the date of grant based upon the Black-Scholes method of

valuation, which is expensed over the service period over which the options become vested.

As a general rule, for time-in-service-based

options, the company will immediately expense any option or portion thereof which is vested upon grant, while expensing the

balance on a pro rata basis over the remaining vesting term of the option.

For a description of the guidance issued by the

FASB and the assumptions used in determining the value of the options under the Black-Scholes model of valuation, see the

notes to the consolidated financial statements included with this Prospectus.

Equity Awards to Directors at Fiscal Year-End 2019

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Christopher H.

September 2019, Mr.

Yenzer was granted options to purchase 1,000,000 shares of common stock at $0.70.

The options vest

quarterly over 2 years, becoming fully vested on September 1, 2021.

Each tranche of vested options begins to expire 5 years

after they vest, therefore these options expire quarterly, as they vested, between September 1, 2024 through September 1,

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth as of May 14, 2020 certain information regarding beneficial ownership of our common stock by:

person known to us to beneficially own 5% or more of our common stock;

executive officer who in this proxy statement are collectively referred to as the “Named Executive Officers;”

of our directors;

of our executive officers (as that term is defined under the rules and regulations of the SEC) and directors as a group.

have determined beneficial ownership in accordance with Rule 13d-3 under the Exchange Act.

Beneficial ownership generally means

having sole or shared voting or investment power with respect to securities.

Unless otherwise indicated in the footnotes to the

table, each shareholder named in the table has sole voting and investment power with respect to the shares of common stock set

forth opposite the shareholder’s name.

As of May 14, 2020, 62,703,575shares of our Common Stock were issued and outstanding.

Name and address of beneficial owners

Number of shares beneficially

Joseph John Combs, III

3,606,315 (2)

CEO, President, Secretary

751 Pine Ridge Road

Golden, CO 80403

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Michael Cardillo

3,925,316 (3)

President - REGS

7801 Brighton Road,

Commerce City, CO 80022

3,925,316 (3)

Director and former Secretary

751 Pine Ridge Road

Golden, CO 80403

Interim Chief Financial Officer

751 Pine Ridge Road

Golden, CO 80403

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Christopher H.

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Christopher Scott Yenzer

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Fortunato Villamagna

President - PWS

751 Pine Ridge Road

Golden, CO 80403

Investments Ltd.

25025 145 North, Suite 410,

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Interim Chief Financial Officer

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

LPD Investments, Ltd.

6,390,832 (5)

25025 145 North, Ste 410

The Woodlands, TX 77380

4,987,500 (6)

10050 Bandley Drive

10050 Brandley Drive

Cupertino, CA 95014

3,100,000 (7)

10050 Bandley Drive

10050 Brandley Drive

Cupertino, CA 95014

3,100,000 (5)

Officers and Directors as a Group (5 persons)

All Officers and Directors as a Group (5 persons)

Represents less than 1%

“Beneficial

12 unchanged sentences

Cardillo has beneficial

of options to purchase 500,000 shares of common stock, which were exercisable as of the date of this report, and shares

becoming vested within 60 days of this report.

of 5,140,832 shares according to Form 13G filed on August 29, 2014, 200,000 shares of common stock issued in August 2017 related

to penalty on payment of short term debt, 250,000 shares of common stock issued in March 2018 related to a private offering,

warrants to purchase 100,000 shares of common stock issued on August 27, 2015 which are currently exercisable, and 700,000

shares which were issued to LPD during fiscal year 2019 related to penalty on late payment of short term note.

of 3,800,000 shares owned by Mr.

6 unchanged sentences

and 200,000 shares which are issuable as of December 31, 2019 related to long term debt issued in July 2018.

of 5,140,832 shares according to Form 13G filed on August 29, 2014, 200,000 shares of common stock issued in August 2017 related

to penalty on payment of short term debt, 250,000 shares of common stock issued in March 2018 related to a private offering,

warrants to purchase 100,000 shares of common stock issued on August 27, 2015 which are currently exercisable, and 700,000

shares which are issuable as of December 31, 2018 related to penalty on late payment of short term note.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

In 2010, the Company and Black

Stone Management Services, LLC (“Black Stone”) formed PWS whereby 1,000,000 membership units were issued, the Company

acquired 60% (600,000) of the membership units in PWS and Black Stone acquired 40% (400,000) of the membership units in PWS, respectively.

Fortunato Villamagna, who serves as President of our subsidiary PWS, is a managing member and Chairman of Black Stone.

2012, the Company and Blackstone each allocated 10% of their respective membership units in PWS to two individuals, Mr.

Combs III, a shareholder and CEO/President of the Company and Mr.

Michael Cardillo, a shareholder of the Company and President

There was no value to the units at the time of the allocation.

In 2013, Black Stone sold 10% of its membership units to

a third party receiving 875,000 shares of common stock of the Company and other equity interests.

This agreement was reversed in

2016 with the 10% of PWS membership units reverting back to Black Stone.

As of December 31, 2018 and 2017 the Company owns 54%

of the membership units, Black Stone owns 36% of the membership units and two related party individuals, noted above, each own

5% each of the membership units.

In March 2012, the Company entered into an Irrevocable

License & Royalty Agreement with PWS that grants PWS an irrevocable world-wide license to the IP in exchange for a 5% royalty

on all revenues from PWS and its affiliates.

The term commenced as of the date of that Agreement and will continue for a period

not to exceed the life of the patent or patents filed by the Company.

PWS may sub license the IP and any revenue derived from sub

licensing shall be included in the calculation of Gross Revenue for purposes of determining royalty payments due the Company.

payments are due 30 days after the end of each calendar quarter.

PWS generated licensing and unit sales revenues of approximately

$134,800 and $1,539,800 for the years ended December 31, 2018 and 2017, respectively, as such, royalties of $120,300 and $113,600

were due at December 31, 2018 and 2017, respectively.

Notes payable, related parties

Notes payable, related parties and accrued interest

due to certain related parties as of December 31, 2018 and 2017 are as follows:

Note payable dated February 2004, bearing interest at 8% per annum, originally due January 2008;

assigned to CEO, Mr.

Combs, by a third party in 2010;

due on June 1, 2016

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

payable, related parties

payable, related parties and accrued interest due to certain related parties as of December 31, 2019 and 2018 are as follows:

Unsecured short

term note payable dated August 21, 2019 with principal and interest due 60 days from

The note requires a one-time fee in the amount of $500 to compensate for the

first two weeks of the term and each week thereafter (weeks 3-8) a fee of $50 shall be

due and owing accruing on the first day of the week, after which the fee is $75 per week

which was recorded as interest expense.

The note is from the CEO, and thus classified

as a related party note.

For the year ended December 31, 2019, the Company recorded interest

expense of $1,600, which included the $500 upfront fee.

Unpaid interest at December

31, 2019 is approximately $1,600.

Unsecured short term note

payable dated August 21, 2019 with principal and interest due 60 days from issuance.

requires a one-time fee in the amount of $4,150 to compensate for the first two weeks of the

term and each week thereafter (weeks 3-8) a fee of $415 shall be due and owing accruing on the

first day of the week, after which the fee is $600 per week which was recorded as interest

The note is from a family member of the CEO, and thus classified as a related party

For the year ended December 31, 2019, the Company recorded interest expense of $12,600,

which included the $4,150 upfront fee.

Unpaid interest at September 30, 2019 is approximately

short term note payable dated October 7, 2019 with principal and interest due 60

days from issuance.

The note requires a one-time fee in the amount of $500 to compensate

for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $50

shall be due and owing accruing on the first day of the week, after which the fee is

$75 per week which was recorded as interest expense.

The note is from the CEO,

and thus classified as a related party note.

For the year ended December 31, 2019, the

Company recorded interest expense of $1,600, which included the $500 upfront fee.

Unpaid interest at December 31, 2019 is approximately $1,600.

Total short-term notes - related party

Accrued interest

Review, Approval or Ratification of Transactions with Related Persons

The Company does not maintain a written policy with respect to related

party transactions and our board of directors does not routinely review potential transactions with those parties we have identified

as related parties prior to the consummation of the transaction.

Director Independence

As of this filing, only one of the directors is

considered independent.

Board Meetings and committees;

annual meeting

The Company held its annual board of directors

meeting in 2018 to review and ratify all its business.

There is no Nominating Committee for directors,

which the Company considers reasonable, as there is no direct compensation to directors who are not also officers, and there is

no liability insurance available for errors and omissions, should they occur.

Therefore, the Company has found it extremely difficult

to attract independent directors.

Audit Committee

As of this filing, there was no audit committee.

Audit Committee Financial Expert

Compensation Committee

As of this filing there was no compensation committee.

Promoters and Certain Control Persons

Approval or Ratification of Transactions with Related Persons

Company does not maintain a written policy with respect to related party transactions and our board of directors does not routinely

review potential transactions with those parties we have identified as related parties prior to the consummation of the transaction.

Principal Accountant Fees and Services

The following table presents aggregate fees billed

to the Company for professional services rendered by L J Soldinger Associates, LLC for the years ended December 31, 2018 and 2017

following table presents aggregate fees billed to the Company for professional services rendered by L J Soldinger Associates,

LLC for the years ended December 31, 2019 and 2018:

Audit-Related Fees

Audit Fees were for professional services

rendered for the audit of the Company’s annual consolidated financial statements and review of consolidated financial statements

included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered

public accounting firm in connection with statutory and regulatory filings or engagements.

The 2018 and 2017 fees include not only

the annual audit fees but the review of the three quarterly 10-Q’s in 2018 and 2017, respectively.

Audit-Related Fees were for assurance and

related services that are reasonably related to the performance of the audit or review of the Company’s financial statements

and are not reported under “Audit Fees.”

Tax Fees were for professional services

rendered for federal, state and international tax compliance, tax advice and tax planning.

Fees were for professional services rendered for the audit of the Company’s annual consolidated financial statements

and review of consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that

are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings

or engagements.

The 2019 and 2018 fees include not only the annual audit fees but the review of the three quarterly 10-Q’s

in 2019 and 2018, respectively.

Audit-Related

Fees were for assurance and related services that are reasonably related to the performance of the audit or review of the

Company’s financial statements and are not reported under “Audit Fees.”

Fees were for professional services rendered for federal, state and international tax compliance, tax advice and tax planning.

FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements

The following financial statements are included

as Exhibit 99.1 and are hereby incorporated by reference:

Audited Financial Statements

Financial Statements

following financial statements are included as Exhibit 99.1 and are hereby incorporated by reference:

Financial Statements

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

Notes to Consolidated Financial Statements

of Incorporation, dated February 13, 2002 (1)

to the Articles of Incorporation, dated December 19, 2007, changing the name and effecting a reverse (1)

of the corporation, effective February 13, 2002 (1)

Articles of Incorporation, dated February 13, 2002 (1)

Amendment to the Articles of Incorporation, dated December 19, 2007, changing the name and effecting a reverse stock split (1)

Bylaws of the corporation, effective February 13, 2002 (1)

$225,000 Convertible Note and Note Agreement of the Corporation, issued February 14, 2012 (2)

of Warrant, having a 3-year life with $0.50 exercise price (1)

of Warrant, having a 5-year life with $0.50 exercise price (1)

for acquisition of MV, dated June 13, 2008 (1)

for acquisition of intellectual property from Black Stone Management Services, LLC, dated August 10, 2011 (1)

for Merger with Satellite Organizing Solutions, Inc.

Agreement between the Company and Monty R.

Form of Warrant, having a 3-year life with $0.50 exercise price (1)

Form of Warrant, having a 5-year life with $0.50 exercise price (1)

Agreement for acquisition of MV, dated June 13, 2008 (1)

Agreement for acquisition of intellectual property from Black Stone Management Services, LLC, dated August 10, 2011 (1)

Agreement for Merger with Satellite Organizing Solutions, Inc.

Consulting Agreement between the Company and Monty R.

Lamirato, dated October 8, 2013 (3)

License and Royalty Agreement between the Company and Paragon Waste Solutions, LLC, dated March 21, 2012 (3)

2013 Equity Incentive Plan (4)

of Option Grant SEER 2013 Equity Incentive Plan (4)

Purchase Agreement –

of Ethics (1)

of Registrant (1)

Irrevocable License and Royalty Agreement between the Company and Paragon Waste Solutions, LLC, dated March 21, 2012 (3)

Form of Option Grant SEER 2013 Equity Incentive Plan (4)

Code of Ethics (1)

Subsidiaries of Registrant (1)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

10 unchanged sentences

Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Incorporated by reference

to the Company’s Report on Form 10 filed May 21, 2013.

Incorporated by reference to the Company’s

Report on Form 10 Amendment No.

Taxonomy Extension Presentation Linkbase Document

by reference to the Company’s Report on Form 10 filed May 21, 2013.

by reference to the Company’s Report on Form 10 Amendment No.

1 filed July 23, 2013.

Incorporated by reference to the Company’s

Report on Form 10-Q filed November 14, 2013

Incorporated by reference to the Company’s

Report on Form 10-K filed March 27, 2014

by reference to the Company’s Report on Form 10-Q filed November 14, 2013

by reference to the Company’s Report on Form 10-K filed March 27, 2014

certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

5 unchanged sentences

Securities Act of 1933, or otherwise subject to liability under those sections.

Pursuant to the requirements

of Section 13or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be

signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration

statement to be signed on its behalf by the undersigned, thereunto duly authorized.

ENVIRONMENTAL & ENERGY RESOURCES, INC.

April 16, 2019

John Combs III

4 unchanged sentences

authorized officer and principal executive officer

Heidi Anderson

Chief Financial Officer with

2 unchanged sentences

authorized officer and principal financial officer

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on

the dates indicated:

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated:

John Combs III

Chairman of the Board of Directors

April 16, 2019

John Combs III

/s/ Christopher Scott Yenzer

Christopher Scott Yenzer

/s/ Christopher Dieterich

April 16, 2019

Christopher Dieterich

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures