What changed in this filing

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Item 1. Business

2021-04-15 compared with 2020-05-15 · 56 added, 64 removed, 343 unchanged (26% of the section changed)

8 unchanged sentences

SEER is dedicated to assembling complementary service and environmental, clean-technology

businesses that provide safe, innovative, cost effective, and profitable solutions in the oil & gas, environmental, waste

businesses that provide safe, innovative, cost effective, and profitable solutions in the environmental, waste

management and renewable energy industries.

SEER currently operates five companies with four offices in the western and mid-western

Through these operating companies, SEER provides products and services throughout the U.S.

and has licensed technologies

with many customer installations throughout the U.S.

Each of the five operating companies is discussed in more detail below.

Company also has non-controlling interests in joint ventures, some of which have no or minimal operations.

SEER currently operates five companies with its executive offices in Broomfield, CO.

Through these operating companies, SEER provides patented and innovative environmental technology solutions and related services

throughout the U.S.

and has its technologies placed as customer installations throughout the U.S.

Each of the five operating companies

is discussed in more detail below.

The Company also has non-controlling interests in joint ventures, some of which have no or

minimal operations.

Company’s domestic strategy is to grow internally through SEER’s subsidiaries that have well established revenue streams

and, simultaneously, establish long-term alliances with and/or acquire complementary domestic businesses in rapidly growing markets

for renewable energy, waste and water treatment and oil & gas services.

The focus of the SEER family of companies, however

is to increase margins by securing or developing proprietary patented and patent-pending technologies and then leveraging its

20 plus-year service experience to place these innovations and solutions into the growing markets of emission capture and control,

renewable “green gas”

capture and sale, compressed natural gas (“CNG”) fuel generation, as well as general

for renewable energy and waste and water treatment.

The focus of the SEER family of companies, however, is to increase

margins by securing or developing proprietary patented and patent-pending technologies and then leveraging its 20 plus-year service

experience to place these innovations and solutions into the growing markets of emission capture and control, renewable “green

capture and sale (“RNG”), compressed natural gas (“CNG”) fuel generation, as well as general

solid waste and medical/pharmaceutical waste destruction.

1 unchanged sentence

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

As an “ESG”

company, SEER’s focus is to continue to develop its business in the growing RNG market, concentrate on rolling out is superior

and cleaner alternative to incinerating medical waste and pharmaceuticals, and take advantage of the growing global organic fertilizer

Company now owns and manages five operating entities and one entity that has no significant operations to date.

5 unchanged sentences

have been uncompleted;

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

therefore, the division does not have any performance obligations as of December 31, 2020.

Fifteen employees

in the division were terminated at December 31, 2019.

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

The Company has sold or is investigating the sale of the remaining REGS

assets as of December 31, 2020.

Any prospective sales may be used to repay outstanding liabilities of REGS.

LLC (d/b/a MV Technologies), (“MV”) :

40 unchanged sentences

using the patented pyrolytic process.

RCM Joint Venture :

In April 2013, MV Technologies, Inc (“MV”) and RCM International, LLC (“RCM”) entered

into an Agreement to develop hybrid scrubber systems that employ elements of RCM Technology and MV Technology (the “Joint

Venture”).

RCM and MV Technologies will independently market the hybrid scrubber systems.

The contractual Joint Venture

has an initial term of five years and will automatically renew for successive one-year periods unless either Party gives the other

Party one hundred and eighty (180) days’

notice prior to the applicable renewal date.

Operations to date of the Joint Venture

have been limited to formation activities.

Waste (UK) Ltd :

32 unchanged sentences

In addition to the equity position, PWS

is the operating partner for the business and sell a number of additional systems to the joint venture over the next five years.

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

In 2017, PSMW purchased and installed three CoronaLux™

units at an PSMW facility.

Operations in the form of medical waste

destruction began in the first quarter of 2018.

units at a PSMW facility.

Company currently has identified three segments as follows:

7 unchanged sentences

Venture is not currently operating but should operations commence it will be part of the Environmental Solutions segment.

of December 31, 2019, we had two customers with sales in excess of 10% of our revenues.

As of December 31, 2018, we had three

customers with sales in excess of 10% of our revenue.

of December 31, 2020, and 2019, we had two customers with sales in excess of 10% of our revenues.

See Item 1A Risk Factors.

4 unchanged sentences

31, 2020, and 2019 our current liabilities exceed our current assets by approximately $9.8 million and $7.1 million, respectively.

liabilities exceed total assets at December 31, 2019 by approximately $6.3 million and at December 31, 2018 our total liabilities

exceeded our total assets by approximately $4.2 million.

The primary reason for the reduction in total assets over total liabilities

from 2018 to 2019 is due to the increase in debt during the year, the interest expense incurred during 2019, and the net loss

incurred in 2019 as noted above.

Our total liabilities exceed total assets at December 31, 2020 by approximately $8.7 million and at December 31, 2019 our total

liabilities exceeded our total assets by approximately $6.3 million.

The primary reason for the reduction in total assets over

total liabilities from 2019 to 2020 is due to the increase in debt during the year, the interest expense incurred during 2020,

and the net loss incurred in 2020 as noted above.

of a major portion of our assets as of December 31, 2020, is dependent upon our continued operations.

16 unchanged sentences

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

These financial statements do not give any effect

Our 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.

28 unchanged sentences

oversight processes, and significant capital costs of equipment and qualified personnel.

operations to date has been fueled by a combination of synergistic and vertical integration, acquisitions, strategic alliances

operations to date have been fueled by a combination of synergistic and vertical integration, acquisitions, strategic alliances

and organic growth.

134 unchanged sentences

accrued interest and penalties related to the unpaid payroll taxes.

In or around 2010, REGS

retained Washington D.C.-based legal counsel specializing in resolving federal tax matters.

REGS has been represented by this

firm throughout all phases of this tax matter and related proceedings.

In September 2011, REGS received approval from the Internal

Revenue Service (“IRS”) to begin paying the outstanding federal payroll tax liability plus related interest and penalties

totaling approximately $971,000, in installments (the “Installment Plan”).

Under the Installment Plan, we were required

to pay minimum monthly installments of $12,500 commencing September 2011, which increased to $25,000 per month in September 2012,

until the liability was paid in full.

Through the duration of the Installment Plan, the IRS continued to charge penalties and

interest at statutory rates.

If the conditions of the Installment Plan were not met, the IRS could cancel it and could demand

the outstanding liability to be repaid through traditional enforcement proceedings available to the IRS.

Additionally, the IRS

has filed a notice of federal tax lien against certain of REGS assets in order to secure the obligation.

The IRS is to release

this lien if and when we pay 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.

or around 2010, REGS retained Washington D.C.-based legal counsel specializing in resolving federal tax matters.

REGS has been

represented by this firm throughout all phases of this tax matter and related proceedings.

In September 2011, REGS received approval

from the Internal Revenue Service (“IRS”) to begin paying the outstanding federal payroll tax liability plus related

interest and penalties totaling approximately $971,000, in installments (the “Installment Plan”).

Under the Installment

Plan, we were required to pay minimum monthly installments of $12,500 commencing September 2011, which increased to $25,000 per

month in September 2012, until the liability was paid in full.

Through the duration of the Installment Plan, the IRS continued

to charge penalties and interest at statutory rates.

If the conditions of the Installment Plan were not met, the IRS could cancel

it and could demand the outstanding liability to be repaid through traditional enforcement proceedings available to the IRS.

Additionally,

the IRS has filed a notice of federal tax lien against certain of REGS assets in order to secure the obligation.

The IRS is to

release this lien if and when we pay 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.

May 2013, REGS filed an Offer in Compromise (“OIC”) with the IRS.

14 unchanged sentences

by REGS in a timely manner.

operations have been reported in discontinued operations for the years ended 2019 and 2018.

operations have been reported in discontinued operations for the year ended 2019.

This does not alleviate the IRS obligations

23 unchanged sentences

development and enhancement efforts.

We spent approximately $0 and $600 on R&D for the years ended December 31, 2019 and 2018,

respectively.

of December 31, 2019, we employed approximately 22 full time non-union hourly and salaried employees.

We spent approximately $0 on R&D for the years ended December 31, 2020 and 2019.

the Company brings its organic fertilizer products, Pellechar10™

and Pellechar30™, to market, it plans to allocate

a small R&D budget in fiscal years 2021 and 2022, anticipated to be less than $100,000.

of December 31, 2020, we employed 22 non-union hourly and salaried employees, 3 of which were part-time.

There is some seasonality

1 unchanged sentence

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 1. Business