What changed in this filing

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Item 1. Financial Statements

2020-11-23 compared with 2020-08-13 · 463 added, 404 removed, 832 unchanged (51% of the section changed)

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CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets

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70,000,000 shares authorized;

63,333,575 and 62,591,075 shares issued, issuable ** and outstanding June 30, 2020 and December 31, 2019, respectively

and 62,591,075 shares issued, issuable ** and outstanding September 30, 2020 and December 31, 2019, respectively

Common stock issuable

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numbers were derived from the audited financial statements for the year ended December 31, 2019.

1,630,000 and 887,500 shares issuable at June 30, 2020 and December 31, 2019, respectively, per terms of note agreements.

**Includes 2,795,000 and 887,500

shares issuable at September 30, 2020 and December 31, 2019, respectively, per terms of note agreements.

ENVIRONMENTAL & ENERGY RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Total revenue

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CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

Preferred Stock

Additional Paid-in

Stock Subscription

Non-controller

Stockholders’

Total Stockholders’

Balances at December 31, 2019

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$ (6,277,300 )

Issuance of common stock

upon debt penalty

Issuance of common stock upon debt penalty

Stock-based compensation

Allocated value of common

stock and warrants related to debt

Allocated value of common stock and warrants related to debt

Balances at March 31, 2020

(27,590,400 )

Issuance of common stock

upon debt penalty

Issuance of common stock upon debt penalty

Stock-based compensation

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(28,153,600 )

Issuance of common stock upon debt penalty

Stock-based compensation

Allocated value of common stock and warrants related to debt

Balances at September 30, 2020

$ (28,778,600 )

$ (2,122,700 )

$ (8,011,200 )

Preferred Stock

Additional Paid-in

Stock Subscription

Non-controller

Stockholders’

Total Stockholders’

Balances at December 31, 2018

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$ (4,238,300 )

Issuance of common stock

upon debt penalty

Issuance of common stock upon debt penalty

Stock-based compensation

Adoption of ASU 2016-02,

Leases (Topic 842)

Adoption of ASU 2016-02, Leases (Topic 842)

Investment in subsidiary

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(24,976,900 )

Issuance of common stock

upon debt penalty

Issuance of common stock upon debt penalty

Stock-based compensation

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(25,928,700 )

Issuance of common stock upon debt penalty

Stock-based compensation

Balances at September 30, 2019

$ (26,408,700 )

$ (1,978,900 )

$ (5,702,200 )

accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended

Cash flows from operating activities:

Net loss from continuing operations

Loss from continuing operations

$ (1,910,300 )

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Non-cash expense for interest, accretion of debt discount

Gain on disposition of assets

Changes in operating assets and liabilities:

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Payroll taxes payable

Net cash used by operating activities

Net cash used in operating activities

Cash flows from investing activities:

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Payments of notes and capital lease obligations

Proceeds from paycheck protection program

Proceeds from short-term notes

Proceeds from paycheck protection program

Net cash provided by financing activities

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Reach had minimal operations

for the six months ended June 30, 2020.

for the nine months ended September 30, 2020.

was established in September 2018 and is owned 90% by SEER as of December 31, 2019.

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Biochar Now product that is produced using the patented pyrolytic process.

For the six months ended June 30, 2020 PelleChar had

minimal activity related to startup of operations, and an increasing sales effort.

For the nine months ended September 30, 2020 PelleChar

activity related to startup of operations, and an increasing sales effort.

Revenue and expenses of PelleChar were not material

for the nine months then ended.

of Consolidation

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shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated

a deficit of approximately $28.2 million as of June 30, 2020, and $27.0 million as of December 31, 2019.

For the six months ended

June 30, 2020 and 2019, the Company incurred net losses from continuing operations of approximately $1.3 million and $0.8 million,

respectively.

The Company had a working capital deficit of approximately $8.3 million at June 30, 2020, an increase of

$1.2 million in working capital deficit from $7.1 million at December 31, 2019.

These factors raise substantial doubt about

the ability of the Company to continue to operate as a going concern.

of a major portion of the Company’s assets as of June 30, 2020, is dependent upon continued operations.

The Company is dependent

on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

months ended June 30, 2020 the Company raised approximately $0.9 million from the issuance of short-term and long-term debt, offset

by payments of principal on short term notes and capital leases of $0.1 million.

In addition, the Company has undertaken a number

of specific steps to continue to operate as a going concern.

The Company continues to focus on developing organic growth in our

operating companies and improving gross and net margins through increased attention to pricing, aggressive cost management and

overhead reductions, including discontinuing a line of business with insufficient margins.

Critical to achieving profitability

will be the ability to license and or sell, permit and operate though the Company’s joint ventures and licensees the CoronaLux™

waste destruction units.

The Company has increased business development efforts to address opportunities identified in expanding

markets attributable to increased interest in energy conservation and emission control regulations.

In addition, the Company is

evaluating various forms of financing which may be available to it.

There can be no assurance that the Company will secure additional

financing for working capital, increase revenues and achieve the desired result of net income and positive cash flow from operations

in future years.

a deficit of approximately $28.8 million as of September 30, 2020, and $27.0 million as of December 31, 2019.

For the nine months

ended September 30, 2020 and 2019, the Company incurred net losses from continuing operations of approximately $1.9 million and

$0.8 million, respectively.

The Company had a working capital deficit of approximately $8.8 million at September 30, 2020, an

increase of $1.7 million in working capital deficit from $7.1 million at December 31, 2019.

These factors raise substantial doubt

about the ability of the Company to continue to operate as a going concern.

of a major portion of the Company’s assets as of September 30, 2020, is dependent upon continued operations.

is dependent on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

For the nine months ended September 30, 2020 the Company raised approximately $1.5 million from the issuance of short-term and

long-term debt, offset by payments of principal on short term notes and capital leases of $0.2 million, for a net cash provided

by financing activities of approximately $1.3 million.

In addition, the Company has undertaken a number of specific steps

to continue to operate as a going concern.

The Company continues to focus on developing organic growth in our operating companies

and improving gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions,

including discontinuing a line of business with insufficient margins.

Critical to achieving profitability will be the ability

to license and or sell, permit and operate though the Company’s joint ventures and licensees the CoronaLux™

destruction units.

The Company has increased business development efforts to address opportunities identified in expanding markets

attributable to increased interest in energy conservation and emission control regulations.

In addition, the Company is evaluating

various forms of financing which may be available to it.

There can be no assurance that the Company will secure additional financing

for working capital, increase revenues and achieve the desired result of net income and positive cash flow from operations in

future years.

These financial statements do not give any effect to any adjustments that would be necessary should the Company

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had no effect on reported consolidated net loss.

May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance,

including industry-specific guidance.

The underlying principle of the guidance is to recognize revenue to depict the transfer

of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services.

The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach:

(1) identify the

contract with a customer;

(2) identify the performance obligations in the contract;

is recognized under FASB guidelines, which requires an evaluation

of revenue arrangements with customers following a five-step approach:

(1) identify the contract with a customer;

the performance obligations in the contract;

(3) determine the transaction price;

the transaction price to the performance obligations;

and (5) recognize revenue when (or as) the company satisfies each performance

Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects

the expected consideration in exchange for those services.

A customer obtains control when it has the ability to direct the use

of and obtain the benefits from the services.

Other major provisions of the guidance include capitalization of certain contract

costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be

recognized before contingencies are resolved in certain circumstances.

The guidance also requires enhanced disclosures regarding

the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company adopted

the provisions of this guidance effective January 1, 2018 as required under the guidance.

The adoption of this guidance did not

have any material impact on the Company’s consolidated condensed financial statements (see Note 3).

(4) allocate the transaction price to the performance

and (5) recognize revenue when (or as) the company satisfies each performance obligation.

Revenues are recognized

when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in

exchange for those services.

A customer obtains control when it has the ability to direct the use of and obtain the benefits from

the services.

Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time

value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies

are resolved in certain circumstances.

The guidance also requires enhanced disclosures regarding the nature, amount, timing and

uncertainty of revenue and cash flows arising from contracts with customers.

and Development

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project materials, contract labor and other costs associated with ongoing product development and enhancement efforts.

expenses were $0 for both the six months ended June 30, 2020 and 2019.

expenses were $0 for both the nine months ended September 30, 2020 and 2019.

are stated at the lower of cost or net realizable value on a first in, first out basis and includes the following amounts:

September 30, 2020

December 31, 2019

Finished goods

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the effective date to be recognized.

During the six months ended June 30, 2020 and 2019 the Company recognized no adjustments

During the six months ended September 30, 2020 and 2019 the Company recognized no adjustments

for uncertain tax positions.

The Company recognizes interest and penalties

related to uncertain tax positions in income tax expense.

No interest and penalties related to uncertain tax positions were recognized

at June 30, 2020 and 2019.

The Company expects no material changes to unrecognized tax positions within the next twelve

Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

No interest and penalties

related to uncertain tax positions were recognized at September 30, 2020 and 2019.

The Company expects no material changes to

unrecognized tax positions within the next twelve months.

Company has filed federal and state tax returns through December 31, 2019.

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through 2019 are open to examination by federal and state authorities.

issued accounting pronouncements

to accounting principles generally accepted in the United States of America (U.S.

GAAP) are established by the Financial Accounting

Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification.

The Company considers the applicability and impact of all new or revised ASU’s.

Accounting Pronouncements Implemented

February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations

by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current

ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use

asset representing its right to use the underlying asset for the lease term on the balance sheet.

ASU 2016-02 is effective for

fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective

approach and early adoption is permitted.

The Company adopted ASU 2016-02 in the first quarter of 2019.

(See Note 6).

revenue generated from contracts with customers, for the manufacture of products for the removal and treatment of hazardous vapor

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Disaggregation

Three months ended June 30, 2020

Three months ended September 30, 2020

Environmental Solutions

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Total Revenue

Three months ended June 30, 2019

Three months ended September 30, 2019

Environmental Solutions

Sources of Revenue

Industrial cleaning services

Product sales

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Total Revenue

Six months ended June 30, 2020

Nine months ended September 30, 2020

Environmental Solutions

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Total Revenue

Six months ended June 30, 2019

Nine months ended September 30, 2019

Environmental Solutions

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opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are

Receivable, net

Contract Liabilities

Accounts Receivable, net

Revenue Contract Assets

Revenue Contract Liabilities

Deferred Revenue

(non-current)

as of June 30, 2020

as of December 31, 2019

Balance as of September 30, 2020

Balance as of December 31, 2019

(Decrease) increase

majority of the Company’s revenue is generally invoiced on a weekly or monthly basis, and the payments are generally received

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Performance Obligations

As of June 30, 2020, the aggregate amount

of the transaction price allocated to the remaining performance obligations was approximately $0.8 million, of which the Company

expects to recognize approximately 90% of this revenue over the next 12 months.

of September 30, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$0.6 million, of which the Company expects to recognize approximately 85% of this revenue over the next 12 months.

Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected term of

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and equipment was comprised of the following:

September 30, 2020

December 31, 2019

Field and shop equipment

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Property and equipment, net

expense for the three months ended June 30, 2020 and 2019 was $37,900 and $73,300, respectively.

For the three months ended June

30, 2020 and 2019, depreciation expense included in cost of goods sold was $24,600 and $53,200, respectively.

For the three months

ended June 30, 2020 and 2019, depreciation expense included in selling, general and administrative expenses was $13,300 and $20,100,

respectively.

expense for the six months ended June 30, 2020 and 2019 was $73,900 and $174,000, respectively.

For the six months ended June

30, 2020 and 2019, depreciation expense included in cost of goods sold was $45,700 and $136,600, respectively.

For the six months

ended June 30, 2020 and 2019, depreciation expense included in selling, general and administrative expenses was $28,200 and $37,400,

respectively.

expense for the three months ended September 30, 2020 and 2019 was $33,700 and $73,100, respectively.

For the three months ended

September 30, 2020 and 2019, depreciation expense included in cost of goods sold was $26,500 and $51,200, respectively.

three months ended September 30, 2020 and 2019, depreciation expense included in selling, general and administrative expenses

was $7,200 and $22,000, respectively.

expense for the nine months ended September 30, 2020 and 2019 was $107,600 and $247,100, respectively.

For the nine months ended

September 30, 2020 and 2019, depreciation expense included in cost of goods sold was $72,200 and $187,700, respectively.

nine months ended September 30, 2020 and 2019, depreciation expense included in selling, general and administrative expenses was

$35,300 and $59,400, respectively.

expense on leased CoronaLux™

units included in accumulated depreciation and amortization above is $19,400 and $28,200 as

of June 30, 2020 and 2019, respectively.

units included in depreciation and amortization above is $29,200 and $39,800 as of September

30, 2020 and 2019, respectively.

and equipment included the following amounts for leases that have been capitalized at:

September 30,

Vehicles, field and shop equipment

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assets were comprised of the following:

June 30, 2020

September 30, 2020

Gross carrying amount

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Amortization expense was $8,000 and $8,100 for

the three months ended June 30, 2020 and 2019, respectively.

The estimated useful lives of the intangible assets range from seven

to ten years.

Amortization expense was $16,100 and $20,400 for the three months ended June 30, 2020 and 2019, respectively.

the three months ended September 30, 2020 and 2019, respectively.

Amortization expense was $24,100 and $28,600 for the nine months

ended September 30, 2020 and 2019, respectively.

Company has entered operating leases primarily for real estate.

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included in “Other assets”

on the Company’s June 30, 2020 Condensed Consolidated Balance Sheets and represent

on the Company’s September 30, 2020 Condensed Consolidated Balance Sheets and represent

the Company’s right to use the underlying asset for the lease term.

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and “Other non-current liabilities”

on the Company’s June

on the Company’s September

30, 2020 Condensed Consolidated Balance Sheets.

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after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term.

of June 30, 2020, and December 31, 2019, total right-of-use assets were $470,300 and $437,300, respectively.

As of June 30, 2020,

of September 30, 2020, and December 31, 2019, total right-of-use assets were $425,000 and $437,300, respectively.

As of September

30, 2020, and December 31, 2019, total operating lease liabilities were $457,400 and $468,000, respectively.

All operating lease expense

is recognized on a straight-line basis over the lease term.

In the three months ended June 30, 2020 and 2019, the Company recognized

approximately $51,900 and $68,300, respectively, in operating lease costs for right-of-use assets.

In the six months ended June

30, 2020 and 2019, the Company recognized approximately $148,000 and $133,900, respectively, in operating lease costs for right-of-use

All operating lease

expense is recognized on a straight-line basis over the lease term.

In the three months ended September 30, 2020 and 2019, the

Company recognized approximately $51,900 and $51,900, respectively, in operating lease costs for right-of-use assets.

months ended September 30, 2020 and 2019, the Company recognized approximately $168,900 and $183,000, respectively, in operating

lease costs for right-of-use assets.

the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the

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related to the Company’s right-of-use assets and related lease liabilities were as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid for operating lease liabilities

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Weighted-average discount rate

Maturities of lease liabilities as of June 30, 2020 were

of lease liabilities in 12 month period ended September 30, 2020 were as follows:

Less imputed interest

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liabilities were comprised of the following:

September 30,

Accrued compensation and related taxes

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estimated earnings and billings on uncompleted contracts are as follows:

September 30,

Revenue recognized

billings to date

Costs and estimated earnings in excess of billings on uncompleted

Costs and estimated earnings in excess of billings on uncompleted contracts

Billings to date

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INVESTMENT IN PARAGON WASTE SOLUTIONS LLC

its inception through June 30, 2020, the Company has provided approximately $6.9 million in funding to PWS for working capital

its inception through September 30, 2020, the Company has provided approximately $6.9 million in funding to PWS for working capital

and the further development and construction of various prototypes and commercial waste destruction units.

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balance sheets.

The balance at June 30, 2020 and December 31, 2019 are $46,700 and $63,100, respectively, and

are being recognized as revenue ratably over the term of the contract.

The balance at September 30, 2020 and December 31, 2019 are $38,400 and $63,100, respectively, and are being recognized

as revenue ratably over the term of the contract.

PAYROLL TAXES PAYABLE

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interest and penalties were incurred related to these unpaid payroll taxes.

of June 30, 2020, and December 31, 2019, the outstanding balance due to the IRS by REGS was $1,068,800, and $1,052,200, respectively.

than this outstanding payroll tax matter, which is owed exclusively by REGS, arising in 2009 and 2010, all state

and federal payroll taxes have been paid by REGS in a timely manner.

as of June 30, 2020 and December 31, 2019, was comprised of the following:

PAYCHECK PROTECTION PROGRAM

Under the Small Business Administration (“SBA”), the Company applied

for the Paycheck Protection Program (“PPP”) loan.

These loans are forgiven if used for payroll, payroll benefits,

including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are

limited to 40% of the loan proceeds, all of which if paid within either 8 weeks or 24 weeks of the receipt of the loan proceeds.

At the time of this filing, we anticipate a significant amount of this loan forgiven, however the forgiveness application

process is not yet complete.

The Company has elected to record these advances under the debt treatment for these loans, under

GAAP guidance.

Unforgiven portions of these loans are to be repaid over 5 years, accruing interest at 1% per annum.

Total paycheck protection program liabilities

2010 the IRS filed notices of federal tax liens against certain of REGS assets in order to secure certain tax

The IRS is to release this lien if and when REGS pays the full amount due.

Two of the officers of REGS also have

liability exposure for a portion of the taxes if REGS does not pay the liability.

of September 30, 2020, and December 31, 2019, the outstanding balance due to the IRS by REGS was $1,077,100, and $1,052,200, respectively.

than this outstanding payroll tax matter, which is owed exclusively by REGS, arising in 2009 and 2010, all state and federal payroll

taxes have been paid by REGS in a timely manner.

as of September 30, 2020 and December 31, 2019, was comprised of the following:

September 30,

PAYROLL PROTECTION PROGRAM

Under the Small Business Administration (“SBA”), the Company applied for the Paycheck Protection Program (“PPP”) loan.

These loans are forgiven if used for payroll, payroll benefits, including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are limited to 40% of the loan proceeds, all of which if paid within either 8 weeks or 24 weeks of the receipt of the loan proceeds.

At the time of this filing, we anticipate a significant amount of this loan forgiven, however the forgiveness application process is not yet complete.

The Company has elected to record these advances under the debt treatment for these loans, under GAAP guidance.

Unforgiven portions of these loans is to be repaid over 5 years, accruing interest at 1% per annum.

SHORT TERM NOTES

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The Company made interest payments totaling $84,100 of which $37,726 of interest and principal reduction of $1,900 was paid by the issuance of 140,000 shares of common stock during 2018 and the note holder has continued to extend the due date.

Unpaid interest at June 30, 2020 is approximately $151,700.

Unpaid interest at September 30, 2020 is approximately $174,300.

Secured short term note payable dated February 1, 2019 with principal and interest due 90 days from issuance.

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The penalty period for shares to be issued has been reached.

For the six months ended June 30, 2020, the Company recorded 600,000 shares of its common stock as issuable under the terms of this agreement value at $60,000 and recorded as interest expense.

Unpaid one-time fees at June 30, 2020 is approximately $30,000.

For the nine months ended September 30, 2020, the Company recorded 900,000 shares of its common stock as issuable under the terms of this agreement value at $99,000 and recorded as interest expense.

Unpaid one-time fees at September 30, 2020 is approximately $30,000.

Secured short term note payable dated July 2, 2019 with principal and interest due 60 days from issuance.

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The Company has not received notice from the lender and continue to accrue interest.

For the six months ended June 30, 2020, the Company recorded interest expense of $6,000.

Unpaid interest at June 30, 2020 is approximately $12,000.

For the nine months ended September 30, 2020, the Company recorded interest expense of $9,000.

Unpaid interest at September 30, 2020 is approximately $15,000.

Secured short term note payable dated July 18, 2019 with principal and interest due 60 days from issuance.

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The penalty period for shares to be issued has been reached.

For the six months ended June 30, 2020, the Company recorded 142,500 shares of its common stock as issuable under the terms of this agreement value at $14,700 and recorded as interest expense.

Unpaid interest at June 30, 2020 is approximately $10,000.

Secured short term note payable dated October 1, 2019 with principal and interest due 6 months from issuance.

For the nine months ended September 30, 2020, the Company recorded 232,500 shares of its common stock as issuable under the terms of this agreement value at $26,400 and recorded as interest expense.

Unpaid interest atSeptember 30, 2020 is approximately $10,000.

Secured short term note payable dated October 17, 2019 with principal and interest due 6 months

from issuance.

On April 24, 2020, this note was extended to October 15, 2020.

The note requires a one-time issuance of 200,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $13,000 as debt discount, amortized over the life of the note.

The note accrues interest at 15% annually.

For the six months ended June 30, 2020, the Company recorded interest expense of $22,400, and $7,600 of interest related to debt discount.

Unpaid interest at June 30, 2020 is approximately $31,800.

Secured short term note payable dated December 14, 2019 with principal and interest due 6 months from issuance.

The note requires a one-time issuance of 250,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $16,300 as debt discount, amortized over the life of the note.

The note requires a one-time issuance of 200,000

common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $13,000 as debt

discount, amortized over the life of the note.

The note extension requires a one-time issuance of 200,000 common shares of

the Company upon the extended maturity date of the note, which the company recorded the fair value of $20,000 as debt discount,

amortized over the life of the note.

On November 3, 2020, this note was extended to April 16, 2021.

The note extension requires

a one-time issuance of 200,000 common shares of the Company upon the extended maturity date of the note, which the company

recorded the fair value of $30,000 as debt discount, amortized over the life of the note.

The note accrues interest

at 15% annually.

For the nine months ended September 30, 2020, the Company recorded interest expense of $33,800, and $31,200

of interest related to debt discount.

Unpaid interest at September 30, 2020 is approximately $43,200.

Secured short term note payable dated December 14, 2019 with principal and interest

due 6 months from issuance.

The note requires a one-time issuance of 250,000 common shares of the Company upon the maturity

date of the note, which the company recorded the fair value of $16,300 as debt discount, amortized over the life of the note.

The note accrues interest at 15% annually.

For the six months ended June 30, 2020, the Company recorded interest expense of $33,700, and $14,900 of interest related to debt discount.

Unpaid interest at March 31, 2020 is approximately $36,800.

The note is past due as the date of this filing.

For the nine months ended

September 30, 2020, the Company recorded interest expense of $50,700, and $14,900 of interest related to debt discount.

interest at September 30, 2020 is approximately $53,800.

Secured short term note payable dated September 18, 2019 with no stated maturity date.

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Payments will be offset by SEER building and delivering 20 kilns for BIOCHAR to the debtor.

For the six months ended June 30, 2020, the Company recorded interest expense of $9,000.

For the nine months ended September 30, 2020, the Company recorded interest expense of $12,800.

Unpaid interest at June 30, 2020 is approximately $18,000.

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Payments will be offset by SEER building and delivering 20 kilns for BIOCHAR to the debtor.

For the six months ended June 30, 2020, the Company recorded interest expense of $2,500.

Unpaid interest at June 30, 2020 is approximately $3,800.

For the nine months ended September 30, 2020, the Company recorded interest expense of $3,800.

Unpaid interest at September 30, 2020 is approximately $5,100.

Secured short term note payable dated March 16, 2020, maturing on March 15, 2021.

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These options were value at approximately $3,500, and are recorded as debt discount, and amortized over the life of the loan.

For the six months ended June 30, 2020, the Company recorded interest expense of $4,100.

Unpaid interest at June 30, 2020 is approximately $4,100.

For the nine months ended June 30, 2020, the Company recorded interest expense of $7,600.

Unpaid interest at September 30, 2020 is approximately $7,600.

Secured short term note payable dated March 17, 2020, maturing on March 16, 2021.

The note bears annual simple interest, at a rate of 14%, and matures on March 16, 2021.

The note bears annual simple interest, at a rate of 14%.

The Lender receives a one-time option grant to purchase 30,000 shares of the Company’s common stock for $0.10 per share for a period of 3 years from grant date, on the maturity date, on the maturity date, with payment of principal and interest.

These options were value at approximately $2,000, and are recorded as debt discount, and amortized over the life of the loan.

For the six months ended June 30, 2020, the Company recorded interest expense of $2,000.

Unpaid interest at March 31, 2020 is approximately $2,000.

For the nine months ended September 30, 2020, the Company recorded interest expense of $3,800.

Unpaid interest at September 30, 2020 is approximately $3,800.

Secured short term note payable dated July 8, 2020, maturing on December 7, 2020, bearing annual simple interest at a rate of 15%.

The note requires a one-time issuance of 200,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $11,300 as debt discount, amortized over the life of the note.

For the nine months ended September 30, 2020, the Company recorded interest expense of $7,600, and $14,900 of interest related to debt discount.

Unpaid interest at September 30, 2020 is approximately $7,600.

Secured short term note payable dated August 18, 2020, maturing on November 17, 2020, bearing

annual simple interest at a rate of 15%.

The note is past due as the date of this filing.

For the nine months ended

September 30, 2020, the Company recorded interest expense of $2,000.

Unpaid interest at September 30, 2020 is approximately

Secured short term note payable dated September 3, 2020, maturing on December 4, 2020, bearing annual simple interest at a rate of 15%.

For the nine months ended September 30, 2020, the Company recorded interest expense of $3,100.

Unpaid interest at September 30, 2020 is approximately $3,100.

Note payable insurance premium financing, interest at approximately 5.1% per annum, payable in 10 installments of $9,700, due November 1, 2020.

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The note is from the CEO, and thus classified as a related party note.

For the six months ended June 30, 2020, the Company recorded interest expense of $1,800.

Unpaid interest at June 30, 2020 is approximately $3,400.

For the nine months ended September 30, 2020, the Company recorded interest expense of $2,700.

Unpaid interest at September 30, 2020 is approximately $4,300.

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

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

For the six months ended June 30, 2020, the Company recorded interest expense of $14,400.

Unpaid interest at June 30, 2020 is approximately $27,000.

For the nine months ended September 30, 2020, the Company recorded interest expense of $21,600.

Unpaid interest at September 30, 2020 is approximately $34,200.

Unsecured short term note payable dated October 7, 2019 with principal and interest due 60 days from issuance.

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The note is from the CEO, and thus classified as a related party note.

For the six months ended June 30, 2020, the Company recorded interest expense of $1,800.

Unpaid interest at June 30, 2020 is approximately $2,900.

For the nine months ended September 30, 2020, the Company recorded interest expense of $2,700.

Unpaid interest at September 30, 2020 is approximately $3,800.

Total short-term notes - related party

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No default notice has been received from the noteholders.

For the six months ended June 30, 2020, the Company recorded interest expense of $70,300.

Unpaid interest at June 30, 2020 is approximately $332,500.

Total convertible notes

current portion

Long term convertible notes, including debt discount

For the nine months ended September 30, 2020, the Company recorded interest expense of $105,800.

Unpaid interest at September 30, 2020 is approximately $368,000.

convertible notes

LONG TERM NOTES AND CAPITAL LEASE OBLIGATIONS

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The shares were valued at $44,000 recorded as debt discount.

For the six months ended June 30, 2020, the Company recorded interest expense of $47,500.

Unpaid interest at June 30, 2020 was approximately $201,100.

For the nine months ended September 30, 2020, the Company recorded interest expense of $67,700.

Unpaid interest at September 30, 2020 was approximately $221,300.

Note payable dated April 2020, interest at 6.8% per annum, secured by a piece of heavy equipment, of which the borring was used to purchase.

Forty-eight monthly payments of principal and accrued interest of $2,400, commence on April 17, 2020.

For the six months ended June 30, 2020, the Company recorded interest expense of $1,700.

Unpaid interest at June 30, 2020 was $0.

For the nine months ended September 30, 2020, the Company recorded interest expense of $3,300.

Unpaid interest at September 30, 2020 was $0.

Debt discount

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parties accrued interest due to certain related parties are as follows:

September 30,

Accrued interest

See Note 11 –

Debt for short

term notes payable to related parties.

Note 11 –

Debt for short term notes payable to related parties.

DISCONTINUED OPERATIONS

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2019 for comparative purposes.

For the three months ended June 30, 2020 and 2019 we recorded net loss from discontinued operations

equal to $0 and $479,000, respectively.

For the six months ended June 30, 2020 and 2019 we recorded net loss from discontinued

operations equal to $0 and $815,700, respectively.

For the three months ended September 30, 2020 and 2019 we recorded net loss from discontinued operations

equal to $0 and $0.5 million, respectively.

For the nine months ended September 30, 2020 and 2019 we recorded net loss from discontinued

operations equal to $0 and $1.3 million, respectively.

classes of line items constituting pretax loss on discontinued operations:

For the three months ended

For the six months ended

Services revenue

Services costs

General and administrative expenses

Salaries and related expenses

Other income (expense)

Total expenses

Operating income

Income tax benefit

Total income from discontinued operations

the three months ended

the nine months ended

and administrative expenses

and related expenses

income (expense)

income from discontinued operations

$ (1,320,900 )

EQUITY TRANSACTIONS

the six months ended June 30, 2020, the Company recorded 742,500 shares of $.001 par value common stock as issued and issuable

to short-term note holders as required under their respective short-term notes valued at approximately $74,700 (See Note 11).

the six months ended June 30, 2020, the Company issued options to purchase 60,000 shares of $0.001 par value common stock to a

short-term note holder of the Company, at $0.10 per share.

The options were in connection with a new short-term note, and therefore

recorded as debt discount.

The Company valued the options using the Black-Sholes model, using a volatility of 134%, a risk-free

rate of 0.29%, and an expected term, using the simplified method, of 3.0 years.

The fair value at grant date of $3,500 will be

amortized over the vesting period and recorded as interest expense.

the six months ended June 30, 2020, the Company issued options to purchase 30,000 shares of $0.001 par value common stock to a

short-term note holder of the Company, at $0.10 per share.

The options were in connection with a new short-term note, and therefore

recorded as debt discount.

The Company valued the options using the Black-Sholes model, using a volatility of 134%, a risk-free

rate of 0.30%, and an expected term, using the simplified method, of 3.0 years.

The fair value at grant date of $2,000 will be

amortized over the vesting period and recorded as interest expense.

the six months ended June 30, 2019, the Company issued 300,000 shares of $.001 par value common stock to short-term note holders

as required under their respective note agreements (See Note 11).

the nine months ended September 30, 2020, the Company issued 1,132,500 shares of $.001 par value common stock to short-term note

holders as required under their respective short-term notes valued at approximately $125,400 (See Note 11).

During the nine months ended September

30, 2020, the Company issued 575,000 shares of $.001 par value common stock to short-term note holders as required under origination

agreements for the respective short-term notes, valued at approximately $60,500 in aggregate, and this debt discount is amortized

over the life of the agreements as interest expense.

the nine months ended September 30, 2020, the Company issued 200,000 shares of $.001 par value common stock to short-term note

holders as required under an extension agreement for the respective short-term note, valued at approximately $20,000.

the nine months ended September 30, 2020, the Company issued options to purchase 60,000 shares of $0.001 par value common stock

to a short-term note holder of the Company, at $0.10 per share.

The options were in connection with a new short-term note, and

therefore recorded as debt discount.

The Company valued the options using the Black-Sholes model, using a volatility of 134%,

a risk-free rate of 0.29%, and an expected term, using the simplified method, of 3.0 years.

The fair value at grant date of $3,500

will be amortized over the vesting period and recorded as interest expense.

the nine months ended September 30, 2020, the Company issued options to purchase 30,000 shares of $0.001 par value common stock

to a short-term note holder of the Company, at $0.10 per share.

The options were in connection with a new short-term note, and

therefore recorded as debt discount.

The Company valued the options using the Black-Sholes model, using a volatility of 134%,

a risk-free rate of 0.30%, and an expected term, using the simplified method, of 3.0 years.

The fair value at grant date of $2,000

will be amortized over the vesting period and recorded as interest expense.

the nine months ended September 30, 2019, the Company issued 550,000 shares of $0.001 par value common stock to short-term note

holders as required under their respective agreements.

(See Note 11)

the nine months ended September 30, 2019, the Company issued options to purchase 1,000,000 shares of $0.001 par value common stock

to an officer of the Company, at $0.70 per share.

The Company valued the options using the Black-Sholes model, using a volatility

of 461%, a risk-free rate of 1.39%, and an expected term, using the simplified method, of 4.5 years.

The fair value at grant date

of $100,000 will be amortized over the vesting period and recorded as stock-based compensation.

the nine months ended September 30, 2019, the Company issued options to purchase 500,000 shares of $0.001 par value common stock

to a short-term note holder of the Company, at $0.70 per share.

The options were in connection with a new short-term note, and

therefore recorded as debt discount.

The Company valued the options using the Black-Sholes model, using a volatility of 258%,

a risk-free rate of 1.71%, and an expected term, using the simplified method, of 3.0 years.

The fair value at grant date of $37,300

will be amortized over the vesting period and recorded as interest expense.

Non-controlling

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CUSTOMER CONCENTRATIONS

Company had sales from operations to one customer for the six months ended June 30, 2020 and two for the six months ended June

30, 2019, that surpassed the 10% threshold of total revenue.

In total, these customers represented approximately 14% and 32% of

our total sales, respectively.

The concentration of the Company’s business with a relatively small number of customers may

expose us to a material adverse effect if one or more of these large customers were to experience financial difficulty or were

to cease being customers for non-financial related issues.

Company had sales from operations to one customer for the nine months ended September 30, 2020 and three for the nine months ended

September 30, 2019, that surpassed the 10% threshold of total revenue.

In total, these customers represented approximately 17%

and 31% of our total sales, respectively.

The concentration of the Company’s business with a relatively small number of

customers may expose us to a material adverse effect if one or more of these large customers were to experience financial difficulty

or were to cease being customers for non-financial related issues.

NET LOSS PER SHARE

11 unchanged sentences

dilutive securities were comprised of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

Convertible notes payable, including accrued interest

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Environmental

industrial cleaning was discontinued in 2019 and is reported in discontinued operations.

REGS in 2020 is reported in environmental

services division was discontinued in 2019 and is reported in discontinued operations.

The remaining manufacturing

division is reported in environmental solutions 2020.

composition of our reportable segments is consistent with that used by our Chief Operating Decision Maker (“CODM”)

5 unchanged sentences

been eliminated.

information for the three and six months ended June 30, 2020 and 2019 is as follows:

Three Months ended

information for the three and nine months ended September 30, 2020 and 2019 is as follows (does not include discontinued operations):

Environmental

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Capital expenditures (cash and noncash)

Six months ended

Environmental

3 unchanged sentences

Net income (loss)

Capital expenditures (cash and

Capital expenditures (cash and noncash)

Environmental

3 unchanged sentences

Net income (loss)

Capital expenditures (cash and

Capital expenditures (cash and noncash)

depreciation of property, equipment and leasehold improvement and amortization of intangibles

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parties that all pending state and/or federal claims will be dismissed with prejudice.

The accrued litigation outstanding at June

The accrued litigation outstanding at September

30, 2020 and December 31, 2019 was $150,000.

SUBSEQUENT EVENTS

July 8, 2020, the Company borrowed $220,000 under a short-term note.

The note bears interest at an annual rate of 15% simple interest

and matures on December 7, 2020.

Upon maturity of this note, 125,000 shares of common stock are also payable, valued at

the date of issuance of the note at $0.09 per shares, or $11,250.

$300,000 secured short-term note issued on October 17, 2019 was extended on November 3, 2020 to mature April 16, 2021.

extension requires a one-time issuance of 200,000 common shares of the Company upon the extended maturity date of the note, which

the company recorded the fair value of $30,000 as debt discount, amortized over the life of the note.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

44 unchanged sentences

Many of SEER’s current operating companies share customer bases and each provides

truly synergistic services, technologies and products as well as annuity type revenue streams.

synergistic services, technologies and products.

company now owns and manages four operating entities and two entities that have no significant operations to date.

4 unchanged sentences

The results from the subsidiary are included in discontinued operations for the years ended 2019 and 2018.

have been uncompleted;

therefore, the division does not have any performance obligations at December 31, 2019.

Fifteen employees

in the division were terminated at December 31, 2019.

Subsequent to January 1, 2020, REGS is engaged solely to build kilns for

PWS, and other customers.

The Company is investigating the sale of REGS assets as of December 31, 2019.

have been uncompleted relating to the services division;

therefore, the division did not have any performance obligations at December

31, 2019, nor thereafter.

Fifteen employees in the division were terminated at December 31, 2019.

Subsequent to January 1, 2020,

REGS is engaged solely to build kilns for PWS, and other customers.

LLC (d/b/a MV Technologies), (“MV”) :

27 unchanged sentences

natural gas projects that convert raw biogas into pipeline quality gas and/or Renewable, “RNG”, for fleet vehicles.

Reach had minimal operations as of June 30, 2020.

Reach had minimal operations as of September 30, 2020.

Environmental Materials, LLC (“SEM”):

11 unchanged sentences

Biochar Now product that is produced using the patented pyrolytic process.

PelleChar activity to date relates to startup of operations,

and an increasing sales effort.

Revenue and expenses of PelleChar were not material for the nine months ended September 30, 2020.

RCM Joint Venture :

9 unchanged sentences

have been limited to formation activities.

To date, the automatic renewal periods are in effect.

Waste (UK) Ltd :

32 unchanged sentences

In addition to the equity position, PWS

will be the operating partner for the business and sell a number of additional systems to the joint venture over the next five

In 2017, PSMW purchased and installed three CoronaLux™

will be the operating partner for the business and intends to sell a number of additional systems to the joint venture.

PSMW purchased and installed three CoronaLux™

units at an PSMW facility.

1 unchanged sentence

shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated

a deficit of approximately $28.2 million as of June 30, 2020, and $27.0 million as of December 31, 2019.

For the six months ended

June 30, 2020 and 2019 we had net losses from continuing operations before adjustment for losses attributable to non-controlling

a deficit of approximately $28.8 million as of September 30, 2020, and $27.0 million as of December 31, 2019.

For the nine months

ended September 30, 2020 and 2019 we had net losses from continuing operations before adjustment for losses attributable to non-controlling

interest of approximately $1.9 million and $0.8 million, respectively.

As of June 30, 2020, and December 31, 2019 our current

As of September 30, 2020, and December 31, 2019 our current

liabilities exceed our current assets by approximately $8.8 million and $7.1 million, respectively.

reason for the increase in negative working capital from December 31, 2019 to June 30, 2020 is due to a net increase in short

term debt of approximately $0.8 million, and losses from operations.

The Company has limited common shares available for issue

which may limit the ability to raise capital or settle debt through issuance of shares.

These factors raise substantial doubt

about the ability of the Company to continue to operate as a going concern for a period of at least one year after the date of

the issuance of our audited financial statements for the period ended December 31, 2019.

of a major portion of our assets as of June 30, 2020, is dependent upon our continued operations.

The Company is dependent on

generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

The primary reason for the

increase in negative working capital from December 31, 2019 to September 30, 2020 is due to a net increase in short term debt

of approximately $1.2 million, and losses from operations.

The Company has limited common shares available for issue which may

limit the ability to raise capital or settle debt through issuance of shares.

These factors raise substantial doubt about the

ability of the Company to continue to operate as a going concern for a period of at least one year after the date of the issuance

of our audited financial statements for the period ended December 31, 2019.

of a major portion of our assets as of September 30, 2020, is dependent upon our continued operations.

The Company is dependent

on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

we have undertaken a number of specific steps to continue to operate as a going concern.

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We have increased our business

development efforts to address opportunities identified in expanding domestic markets attributable to increased federal and state

emission control regulations (particularly in the nation’s oil and gas fields) and a growing demand for energy conservation

and renewable energies.

development focus to address opportunities identified in domestic markets attributable to increased federal and state emission

control regulations (particularly in the nation’s oil and gas fields) and a growing demand for energy conservation and renewable

In addition, the Company is evaluating various forms of financing that may be available to it.

be no assurance that the Company will secure additional financing for working capital on favorable terms or at all, increase revenues

and achieve the desired result of net income and positive cash flow from operations in future years.

These financial statements

do not give any effect to any adjustments that would be necessary should the Company be unable to report on a going concern basis.

of Operations for the Three Months Ended June 30, 2020 and 2019

revenues were $0.8 million and $1.0 million for the three months ended June 30, 2020 and 2019, respectively.

The decrease of approximately

$0.2 million or 17% in revenues comparing the three months ended June 30, 2020 to the three months ended June 30, 2019 is primarily

attributable to the decreases in revenues from our products segment revenue, which includes our environmental solutions segment,

which decreased from $0.9 million for the three months ended June 30, 2019 to $0.7 million for the three months ended June 30,

2020, a decrease of approximately $0.2 million or approximately 18%.

Environmental solutions segment generated less revenue as

the volume of media sales decreased, primarily due to a shortage of capital to produce the media internally, and the general slowdown

of our construction contracts due to the slowdown in the economy attributable to the COVID-19 pandemic.

expenses, which include cost of products, cost of solid waste and general and administrative (G&A) expenses, and salaries

and related expenses, were approximately $1.2 million for the three months ended June 30, 2020 compared to $1.4 million for the

three months ended June 30, 2019.

The decrease primarily consists of a decrease in general and administrative expenses of approximately

$0.2 million in the second quarter of 2020 from the second quarter of 2019, which was a result of reduced insurance expenses,

and professional services during the quarter.

non-operating other expense, net was $0.2 million for the three months ended June 30, 2020 compared to $0.1 million for the three

months ended June 30, 2019.

The increase in expense in 2020 compared to 2019 is primarily due to an increase in interest expense

of $0.1 million as a result of the increase overall debt outstanding.

is no provision for income taxes for both the six months ended June 30, 2020 and 2019, due to our net losses for both periods

and we continue to maintain full allowances covering our net deferred tax benefits as of June 30, 2020 and 2019.

loss, before non-controlling interest, for the three months ended June 30, 2020 was $0.6 million compared to a net loss, before

non-controlling interest, of $0.5 million for the three months ended June 30, 2019.

The net loss attributable to SEER after deducting

$38,000 for the non-controlling interest was $0.6 million for the three months ended June 30, 2020 as compared to $1.0 million,

after deducting $39,100 in non-controlling interest, and a loss of $0.5 million for discontinued operations for the three months

ended June 30, 2019.

As noted above, an decrease in non-operating expenses during 2020 of 69%, a decrease of operating expenses

of 11%, offset by a 17% decrease in revenue in 2020 compared to 2019, was the primary reason for the decrease in the net loss.

of Operations for the Six Months Ended June 30, 2020 and 2019

revenues were $1.6 million and $2.1 million for the six months ended June 30, 2020 and 2019, respectively.

The decrease of approximately

$0.5 million or 24% in revenues comparing the six months ended June 30, 2020 to the six months ended June 30, 2019 is primarily

attributable to the decreases in revenues from our products segment revenue, which includes our environmental solutions segment,

which decreased from approximately $2.0 million for the six months ended June 30, 2019 to approximately $1.5 million for the six

months ended June 30, 2020, a decrease of approximately $0.5 million or approximately 24%.

There can be no assurance

that the Company will secure additional financing for working capital on favorable terms or at all, increase revenues and achieve

the desired result of net income and positive cash flow from operations in future years.

These financial statements do not give

any effect to any adjustments that would be necessary should the Company be unable to report on a going concern basis.

of Operations for the Three Months Ended September 30, 2020 and 2019

revenues were $1.1 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively.

of approximately $0.1 million or 10% in revenues comparing the three months ended September 30, 2020 to the three months ended

September 30, 2019 is attributable to the increases in revenues from our products segment revenue, which includes our environmental

solutions segment, which increased from $953,300 for the three months ended September 30, 2019 to $992,000 for the three months

ended September 30, 2020, an increase of approximately $39,000 or approximately 4%.

Environmental solutions segment generated

less revenue as the volume of media sales decreased, primarily due to a shortage of capital to produce the media internally, and

the general slowdown of our construction contracts due to the slowdown in the economy attributable to the COVID-19 pandemic.

more revenue as 10 internally built kilns were delivered to PWS, offset slightly by a decreased volume of media sales.

expenses, which include cost of products, cost of solid waste and general and administrative (G&A) expenses, and salaries

and related expenses, were approximately $2.67 million for the six months ended June 30, 2020 compared to $2.73 million for the

six months ended June 30, 2019.

The decrease primarily consists of a decrease in general and administrative expenses of approximately

$0.1 million in the six months ending June 30, 2020 from the six months ended June 30, 2019, which was a result of reduced insurance

expenses, and professional services during the first half of fiscal year 2020.

non-operating expense remained consistent at approximately $0.2 million for the six months ended June 30, 2020, and 2019.

is no provision for income taxes for both the six months ended June 30, 2020 and 2019, due to our net losses for both periods

and we continue to maintain full allowances covering our net deferred tax benefits as of June 30, 2020 and 2019.

loss, before non-controlling interest, for the six months ended June 30, 2020 was $1.3 million compared to a net loss, before

non-controlling interest, of $0.8 million for the six months ended June 30, 2019.

and related expenses, were approximately $1.5 million for the three months ended September 30, 2020 compared to $1.1 million for

the three months ended September 30, 2019.

The increase primarily consists of an increase in product costs of approximately $0.3

million in the third quarter of 2020 from the third quarter of 2019, which was a result of material and labor costs associated

to the 10 internally built kilns delivered to PWS during the quarter.

non-operating other expense, net was $0.2 million for the three months ended September 30, 2020 compared to income of $0.1 million

for the three months ended September 30, 2019.

The increase in expense in 2020 compared to 2019 is primarily due to the reduced

other income, which in 2019 included the collection of a $0.3 million note receivable that had been previously been written off,

and an increase in interest expense of $0.1 million as a result of the increase overall debt outstanding.

is no provision for income taxes for both the three months ended September 30, 2020 and 2019, due to our net losses for both periods

and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2020 and 2019.

loss, before non-controlling interest, for the three months ended September 30, 2020 was $655,700 compared to a net loss, before

non-controlling interest, of $516,000 for the three months ended September 30, 2019.

The net loss attributable to SEER after deducting

$65,300 for the non-controlling interest was $1.2 million for the six months ended June 30, 2020 as compared to $1.5 million,

after deducting $67,400 in non-controlling interest, and $0.8 million for discontinued operations for the six months ended June

As noted above, a 28% decrease in non-operating expenses, and a decrease of operating expenses of 3%, offset by a decrease

in revenue of 24% in 2020 compared to 2019, was the primary reason for the decrease in the net loss.

of Discontinued Operations for the Three and Six Months Ended June 30, 2020 and 2019

$30,700 for the non-controlling interest was $625,000 for the three months ended September 30, 2020 as compared to $480,000, after

deducting $36,000 in non-controlling interest, and a loss of $505,400 for discontinued operations for the three months ended September

As noted above, an increase in non-operating expenses during 2020 of 271%, a increase of operating expenses of 30%,

offset by a 4% increase in revenue, and a 100% reduction in net loss due to discontinued operations in 2020 compared to 2019,

was the primary reason for the increase in the net loss.

of Operations for the Nine Months Ended September 30, 2020 and 2019

revenues were $2.7 million and $3.1 million for the nine months ended September 30, 2020 and 2019, respectively.

of approximately $0.5 million or 15% in revenues comparing the nine months ended September 30, 2020 to the nine months ended September

30, 2019 is primarily attributable to the decreases in revenues from our products segment revenue, which includes our environmental

solutions segment, which decreased from approximately $2.9 million for the nine months ended September 30, 2019 to approximately

$2.5 million for the nine months ended September 30, 2020, a decrease of approximately $0.4 million or approximately 15%.

Environmental

solutions segment generated less revenue as the volume of media sales decreased, primarily due to a shortage of capital to produce

the media internally, and the general slowdown of our construction contracts due to the slowdown in the economy attributable to

the COVID-19 pandemic.

This was offset by the completion of 10 internally built kilns were delivered to PWS.

expenses, which include cost of products, cost of solid waste and general and administrative (G&A) expenses, and salaries

and related expenses, were approximately $4.2 million for the nine months ended September 30, 2020 compared to $3.9 million for

the nine months ended September 30, 2019.

The increase primarily consists of an increase in product costs of approximately $0.2

million in the nine months ended September 30, 2020 from the nine months ended September 30, 2019, which was a result of material

and labor costs associated to the 10 internally built kilns delivered to PWS during the quarter, and increase of $0.3 million

in salaries and related expenses, as this amount of payroll related expenses were allocated to discontinued operations in 2019,

but those expenses are now in continuing operations in our subsidiary building kilns.

This was partially offset by a decrease

in general and administrative expenses of approximately $0.2 million in the nine months ending September 30, 2020 from the nine

months ended September 30, 2019, which was a result of reduced insurance expenses, and professional services during 2020.

non-operating other expense, net was $0.4 million for the nine months ended September 30, 2020 compared to $31,000 for the nine

months ended September 30, 2019.

The increase in expense in 2020 compared to 2019 is primarily due to the reduced other income,

which in 2019 included the collection of a $0.3 million note receivable that had been previously been written off, and an increase

in interest expense of $0.2 million as a result of the increase overall debt outstanding.

is no provision for income taxes for both the nine months ended September 30, 2020 and 2019, due to our net losses for both periods

and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2020 and 2019.

loss, before non-controlling interest, for the nine months ended September 30, 2020 was $1.9 million compared to a net loss, before

non-controlling interest, of $2.1 million for the nine months ended September 30, 2019.

The net loss attributable to SEER after

deducting $96,000 for the non-controlling interest was $1.8 million for the nine months ended September 30, 2020 as compared to

$2.0 million, after deducting $103,400 in non-controlling interest, and $1.3 million for discontinued operations for the nine

months ended September 30, 2019.

As noted above, a 1,270% increase in non-operating expenses, an increase of operating expenses

of 7%, and a decrease in revenue of 15% in 2020 compared to 2019, offset by a 100% decrease in net loss of discontinued operations

was the primary reason for the decrease in the net loss.

of Discontinued Operations for the Three and Nine Months Ended September 30, 2020 and 2019

the fourth quarter of 2019, the Company ceased bidding on, and accepting contracts for the services division of its REGS subsidiary.

7 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

September 30,

Services revenue

7 unchanged sentences

Total income from discontinued operations

is no provision for income taxes for both the three or six months ended June 30, 2020 and 2019, due to our net losses for both

periods and we continue to maintain full allowances covering our net deferred tax benefits as of June 30, 2020 and 2019.

Company had net cash used by operating activities for the six months ended June 30, 2020 of $0.8 million compared to net cash

used by operating activities for the six months ended June 30, 2019 of $1.0, an decrease of cash used of approximately $0.2 million.

Cash used by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in operating assets

and liabilities.

Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation

expense, provision for bad debt, and non-cash interest expense.

Non-cash adjustments totaled $0.4 million for the six months ended

June 30, 2020, compared to $0.2 million for the six months ended June 30, 2019.

Provision for bad debt totaled $0.2 million during

the six months ended June 30, 2020 compared to $0 in the comparative period in 2019.

In addition to the non-cash adjustments to

net income, changes in assets and liabilities include:

a) changes in account receivable provided $0.2 million in cash in the first

half of 2020, compared to $0.6 million in the first half of 2019, b) increase in deferred revenue provided $0.1 million in the

first half of 2020, compared to using $0.2 million in the first half of 2019, and c) the increase in costs in excess of billing

using $0.1 cash in the first half of 2020 compared to providing $0.2 million in the first half of 2019.

cash used by investing activities was $0.1 million for the six months ended June 30, 2020 compared to $0.7 million of cash provided

for the six months ended June 30, 2019.

The purchase of property and equipment was consistent at $0.1 for the six months ended

June 30, 2020 and 2019, respectively.

The proceeds from notes receivable totaled $0 and $0.6 million for the six months ended

June 30, 2020 and 2019, respectively.

The increase in notes receivable proceeds relates to the Company’s negotiation of

an early earnout payment received in full.

The proceeds from outside minority interest investment in new subsidiary totaled $0

and $0.2 million for the six months ended June 30, 2020 and 2019, respectively.

cash provided by financing activities was $0.7 million for the six months ended June 30, 2020 compared to $0.3 million for the

six months ended June 30, 2019.

The net proceeds related to debt of approximately $0.8 in the six months ended June 30, 2020 compared

to approximately $0.5 million in the six months ended June 30, 2019 and principal payments on debt of $0.1 million for the six

months ended June 30, 2020 compared to $0.2 million for the six months ended June 30, 2019.

$ (1,320,900 )

is no provision for income taxes for both the three or nine months ended September 30, 2020 and 2019, due to our net losses for

both periods and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2020 and 2019.

Company had net cash used by operating activities for the nine months ended September 30, 2020 of $1.3 million compared to net

cash used by operating activities for the nine months ended September 30, 2019 of $1.6, an decrease of cash used of approximately

$0.3 million.

Cash used by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in

operating assets and liabilities.

Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based

compensation expense, provision for bad debt, and non-cash interest expense.

Non-cash adjustments provided $0.3 million for the

nine months ended September 30, 2020, compared to providing $0.4 million for the nine months ended September 30, 2019.

and amortization totaled $131,700 during the nine months ended September 30, 2020 compared to $275,700 in the comparative period

In addition to the non-cash adjustments to net income, changes in assets and liabilities include:

a) changes in account

receivable provided $0.2 million in cash in the first three quarters of 2020, compared to $0.6 million in the first three quarters

of 2019, a net decrease in cash of $0.4 million, b) increase in accounts payable and accrued expenses provided $220,000 in the

first three quarters of 2020, compared to using $600 in the first three quarters of 2019, a net increase in cash of $0.2 million,

c) decrease in billings in excess of revenue on uncompleted contracts used $15,000 in the first three quarters of 2020, compared

to using $250,800 in the first three quarters of 2019, a net increase in cash of $0.2 million, d) decrease in deferred revenue

used $24,700 in the first three quarters of 2020, compared to using $183,300 in the first three quarters of 2019, a net increase

in cash of $0.2 million, and e) increase in inventory used $136,300 in the first three quarters of 2020, compared to $0 in the

first three quarters of 2019, a net decrease in cash of $0.1 million.

cash used by investing activities was $0.1 million for the nine months ended September 30, 2020 compared to $0.7 million of cash

provided for the nine months ended September 30, 2019.

The purchase of property and equipment was consistent at $0.1 for the nine

months ended September 30, 2020 and 2019, respectively.

The proceeds from notes receivable totaled $0 and $0.6 million for the

nine months ended September 30, 2020 and 2019, respectively.

The increase in notes receivable proceeds relates to the Company’s

negotiation of an early earnout payment received in full.

The proceeds from outside minority interest investment in new subsidiary

totaled $0 and $0.2 million for the nine months ended September 30, 2020 and 2019, respectively.

cash provided by financing activities was $1.3 million for the nine months ended September 30, 2020 compared to $0.9 million for

the nine months ended September 30, 2019.

The net proceeds related to debt of approximately $1.5 in the nine months ended September

30, 2020 compared to approximately $1.2 million in the nine months ended September 30, 2019 and principal payments on debt of

$0.2 million for the nine months ended September 30, 2020 compared to $0.3 million for the nine months ended September 30, 2019.

Accounting Policies, Judgments and Estimates

18 unchanged sentences

An allowance for doubtful accounts of approximately $1,000 and $11,800

$11,800 has been reserved as of June 30, 2020 and December 31, 2019, respectively.

has been reserved as of September 30, 2020 and December 31, 2019, respectively.

are exposed to credit risk in the normal course of business, primarily related to accounts receivable.

4 unchanged sentences

an allowance for doubtful accounts.

As of June 30, 2020, and December 31, 2019, we do not believe that we have significant credit

As of September 30, 2020, and December 31, 2019, we do not believe that we have significant

Value of Financial Instruments

14 unchanged sentences

the amount and timing of estimated future cash flows.

No impairments were determined as of June 30, 2020.

May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance,

including industry-specific guidance.

The underlying principle of the guidance is to recognize revenue to depict the transfer

of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services.

The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach:

(1) identify the

contract with a customer;

No impairments were determined as of September 30, 2020.

Revenue is recognized

under FASB guidelines, which requires an evaluation of revenue arrangements with customers following a five-step approach:

(1) identify the contract with a customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

the transaction price to the performance obligations;

and (5) recognize revenue when (or as) the company satisfies each performance

Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects

the expected consideration in exchange for those services.

A customer obtains control when it has the ability to direct the use

of and obtain the benefits from the services.

Other major provisions of the guidance include capitalization of certain contract

costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be

recognized before contingencies are resolved in certain circumstances.

The guidance also requires enhanced disclosures regarding

the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company adopted

the provisions of this guidance effective January 1, 2018 as required under the guidance.

The adoption of this guidance did not

have any material impact on the Company’s consolidated condensed financial statements.

(3) determine the transaction

(4) allocate the transaction price to the performance obligations;

and (5) recognize revenue when (or as) the company satisfies

each performance obligation.

Revenues are recognized when control of the promised services are transferred to the customers in

an amount that reflects the expected consideration in exchange for those services.

A customer obtains control when it has the

ability to direct the use of and obtain the benefits from the services.

Other major provisions of the guidance include capitalization

of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable

consideration to be recognized before contingencies are resolved in certain circumstances.

The guidance also requires enhanced

disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

account for stock-based awards at fair value on the date of grant and recognize compensation over the service period that they

8 unchanged sentences

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-Q

Item 1. Financial Statements