What changed in this filing

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Item 9A. Controls and Procedures

2021-04-15 compared with 2020-05-15 · 122 added, 138 removed, 300 unchanged (46% of the section changed)

31 unchanged sentences

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.

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;and

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.

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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

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.

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

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

Dieterich, Director.

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.

Dieterich, Director, has served on the board since January 2008 .

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.

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.

Scott Yenzer, Director , has served on the board since January 2019.

Yenzer has served as corporate development

officer of Blackeagle Energy Services from May 2018 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

He provides 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.

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.

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.

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.

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of this filing there was no compensation committee.

The entire board of directors acts as the 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.

Scott Yenzer, a director, is delinquent in filing a Form 3,

and a Form 4 at the time of this filing.

board of directors 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.

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

EXECUTIVE COMPENSATION

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December 31, 2020 and 2019.

or Option Awards (1)

Incentive Plan Compensation ($)

Deferred Compensation Earnings ($)

Other Compensation ($)

Warrants or Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

John Combs III (1)

Chief Execurive Officer, President and Secretary

Chief Executive Officer, President and Secretary

Fortunato Villamagna

Chief Execurive Officer, Paragon Waste Systems

Chief Executive Officer, Paragon Waste Systems (2)

VP Business Development, MV Technologies (3)

table is on an accrual basis.

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

Amounts accrued and unpaid as of December 31, 2020 for Mr.

Combs is approximately $12,200.

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

table is on an accrual basis.

Amounts accrued and unpaid as of December 31, 2020 for Mr.

Villamagna is approximately

Jones salary was increased to $160,000 annually, commencing on August 1, 2020.

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

For the fiscal year ended December 31, 2020,

no compensation was paid to directors other than those listed in the Summary Compensation Table above.

implement director compensation arrangements or programs in the future.

Equity Awards at Fiscal Year-End 2020

Number of Securities

Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

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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,

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, 2026.

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:

following table sets forth as of March 30, 2021 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;”

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

of our directors;

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forth opposite the shareholder’s name.

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

As of March 30, 2021, 64,688,575shares of our Common Stock were issued and outstanding.

Name and address of beneficial owners

Number of shares beneficially

Number of shares beneficially owned (1)

Joseph John Combs, III

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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 options to purchase 875,000 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

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of 3,800,000 shares owned by Mr.

Clyde Berg, warrants to purchase 500,000 shares of common stock, which are currently exercisable,

and 687,500 shares which are issuable as of December 31, 2018 related to penalty on late payment of short-term note.

Clyde Berg, and 2,210,000 shares which are issuable as of December 31, 2020 related to penalty

on late payment of short-term notes, issued in fiscal year 2019.

of 400,000 shares owned by Mr.

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Berg has beneficial

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

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

ownership, options to purchase 60,000 shares of common stock issued on March 16, 2020 which are currently exercisable, 125,000

shares issuable related to a short-term note issued July 8, 2020, and 575,000 shares which are issuable as of December 31,

2020 related to long term debt issued in July 2018.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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payable, related parties and accrued interest due to certain related parties as of December 31, 2020 and 2019 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.

Unsecured short term note payable dated August 21, 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 is recorded as interest expense.

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

For the year ended December 31, 2020, the Company recorded interest expense of $3,600.

Unpaid interest as of December

31, 2020 is approximately $5,200.

The outstanding principal and interest under this note as of February 28, 2021 is $20,750.

Secured short term note payable dated August 21, 2019 with principal and interest due

60 days from issuance.

The note 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 is recorded as interest expense.

The note is from Dorothy Combs, a family member

of the CEO, and thus classified as a related party note.

For the year ended December 31, 2020, the Company recorded interest

expense of $28,800.

Unpaid interest as of December 31, 2020 is approximately $41,400.

The outstanding principal and interest

under this note as of February 28, 2021 is $171,240.

Unsecured 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 is 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, 2020, the Company recorded interest expense of $3,600.

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.

Unpaid interest

as of December 31, 2020 is approximately $4,700.

The outstanding principal and interest under this note as of February

28, 2021 is $20,300.

Total short-term notes - related party

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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.

The 2020 and 2019 fees include not only the annual audit fees but the review of the three quarterly

10-Q’s in 2020 and 2019, respectively.

Audit-Related

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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)

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

April 15, 2021

ENVIRONMENTAL & ENERGY RESOURCES, INC.

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John Combs III

Chairman of the Board of Directors

of the Board of Directors

John Combs III

/s/ Christopher Scott Yenzer

Christopher Scott Yenzer

/s/ Christopher Dieterich

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