What changed in this filing

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Item 9A. Controls and Procedures

2022-04-15 compared with 2021-04-15 · 239 added, 278 removed, 144 unchanged (78% of the section changed)

CONTROLS AND PROCEDURES

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

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

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

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

controls and procedures were not effective as of December 31, 2020.

Management’s

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

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

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

that evaluation, the Chief Executive Officer and the Principal Accounting Officer concluded that our disclosure controls and procedures

were not effective as of December 31, 2021.

Annual Report on Internal Control Over Financial Reporting

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

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

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

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

accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies

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

and dispositions of our assets;

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

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

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

and (iii) provide reasonable assurance regarding

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

on our financial statements.

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

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

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

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

generally accepted accounting principles.

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

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

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

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

of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

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

assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment,

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

of the Treadway Commission (COSO).

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

the Treadway Commission (COSO).

on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2021, our internal

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

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

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

be prevented or detected on a timely basis.

Material weakness

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

that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a

timely basis.

The material weaknesses identified were:

to ongoing financial constraints, we have not been devoting adequate resources to our accounting and reporting functions in

order to properly record, file and review our financial transactions on a regular basis in order to ensure accuracy;and

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

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are currently working to remediate the material weaknesses.

We cannot be sure when we will successfully remediate the material

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

The remediation may

require substantial time and resources to successfully implement.

We may be unable to remediate these weaknesses until we have

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

Until we have sufficient internal finance and

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

assessment, and internal controls systematically.

These material weaknesses could cause creditors, customers, investors, regulators,

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

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

financial condition.

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

control over financial reporting.

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

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

management’s report in this Annual Report.

We cannot be sure when we will successfully remediate the material weaknesses

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

The remediation may require substantial

time and resources to successfully implement.

We may be unable to remediate these weaknesses until we have received additional funding

that may be necessary to hire additional personnel.

Until we have sufficient internal finance and accounting staff, we plan to work closely

with external financial advisors to document the existing financial processes, risk assessment, and internal controls systematically.

These material weaknesses could cause creditors, customers, investors, regulators, strategic alliances and others to lose confidence

in the effectiveness of our internal controls and the accuracy of our financial statements and other information, all of which could

have a material adverse impact on our business, results of operations and financial condition.

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

over financial reporting.

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

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

report in this Annual Report.

In Internal Control Over Financial Reporting

were no significant changes in our internal control over financial reporting during the year ended December 31, 2020 that has

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

were no significant changes in our internal control over financial reporting during the year ended December 31, 2021, that has materially

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

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS

following table sets forth certain information regarding our executive officers and directors as of March 31, 2021.

following table sets forth certain information regarding our executive officers and directors as of April 14, 2021.

John Combs III

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He also serves as General Counsel.

Combs has been Vice President of REGS since 2004.

Before joining the

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

Prior to that he was an associate in

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

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

His experience in private practice has included corporate

maintenance, international finance, and business litigation.

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

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

in September 2014.

For the past five years Mr.

Before joining the Company,

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

Prior to that he was an associate in the law firm of

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

Samuelian, in Los Angeles from 1983 to 1987.

His experience in private practice has included corporate maintenance, international finance,

and business litigation.

Over the last 30 years he has served as an officer and director of various sized corporations, both public and

private, and was a Director and Officer of Armada Water Assets, Inc until his resignation in September 2014.

For the past five years

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

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

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

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

He received his B.A.

from the University of Colorado, with

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

Combs was chosen as a Director because of his leadership

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

and other experience as a practicing attorney.

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.

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.

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.

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 firms.

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

in both up and down cycles.

Prior to his current role, Mr.

Yenzer was COO and co-owner of Caribou

Energy Corporation, which was sold in 2017.

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

Prior to Caribou Energy, Mr.

Yenzer served as vice president of Jacobs/CH2M, responsible

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

Oil & Gas and Chemicals,

Environmental & Nuclear, Water, and Infrastructure and Power.

Yenzer built the successful Oil & Gas and Chemicals

Global Strategic Account Team which included BP, ExxonMobil, Shell, Conoco, Hess TransCanada and Noble and led development of

uniform account plans and growth strategies.

During his tenure with Jacobs, Mr.

Yenzer has held various positions from Project

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

resulting from

his ability to grow relationships and revenues across all markets, while increasing value to clients.

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

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,

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

Knopik, Interim Chief Financial Officer.

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

Interim Chief Financial Officer.

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

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

hardware, software, and IP.

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

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

Knopik also began his career

at KPMG, LLLP.

Knopik received a B.S.

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

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

Under the National

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

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

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

out the responsibilities of the director.

The board of directors’

discretion in determining director independence is not

completely unfettered.

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

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

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

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

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

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

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

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

most recent three fiscal years;

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

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

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

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

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

Chief Financial Officer.

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

businesses primarily in oil and gas, and related services, bio-pharma services, and technology markets, including hardware, software,

Knopik has extensive experience with positions in accounting, finance, Securities and Exchange Commission (SEC) financial

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

Knopik also began his career at KPMG, LLLP.

Knopik received

degree in Accounting from the Montana State University.

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

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

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

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

responsibilities of the director.

The board of directors’ discretion in determining director independence is not completely unfettered.

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

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

employed by the company;

(2) has not (or whose immediate family members have not) been paid more than $120,000 during the current or

past three fiscal years;

(3) has not (or whose immediately family has not) been a partner in or controlling shareholder or executive

officer of an organization which the company made, or from which the company received, payments in excess of the greater of $200,000

or 5% of that organizations consolidated gross revenues, in any of the most recent three fiscal years;

(4) has not (or whose immediate

family members have not), over the past three years been employed as an executive officer of a company in which an executive officer

of the company has served on that company’s compensation committee;

or (5) is not currently (or whose immediate family members

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

a partner of the company’s outside auditor.

Meetings and committees;

annual meeting attendance

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

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

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

There were no changes to the procedures by which

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

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

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

Therefore, the Company

has found it extremely difficult to attract independent directors.

There were no changes to the procedures by which security holders

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

Committee and Audit Committee Financial Expert

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

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

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

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

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

of this filing there was no compensation committee.

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Section 16(a) Reports

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.

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.

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

EXECUTIVE COMPENSATION

COMPENSATION TABLE

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

December 31, 2020 and 2019.

Warrants or Option Awards

Non-Equity Incentive Plan Compensation

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

31, 2021, and 2020.

or Option Awards

Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings

All Other Compensation

Other Compensation ($)

John Combs III (1)

Chief Executive Officer, President and Secretary

Fortunato Villamagna

Chief Executive Officer, Paragon Waste Systems (2)

VP Business Development, MV Technologies (3)

Execurive Officer, President and Secretary

Execurive Officer, Paragon Waste Systems (2)

Business Development, MV Technologies (3)

table is on an accrual basis.

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

Combs is approximately $12,200.

Amounts accrued and unpaid as of December 31, 2021, and 2020 for Mr.

Combs are approximately $0 and

$12,200, respectively.

table is on an accrual basis.

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

Villamagna is approximately

Amounts accrued and unpaid as of December 31, 2021, and 2020 for Mr.

Villamagna are approximately $48,100

and $15,700, respectively.

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

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.

the fiscal year ended December 31, 2021, no compensation was paid to directors other than those listed in the Summary Compensation Table

We may implement director compensation arrangements or programs in the future.

Equity Awards at Fiscal Year-End 2021

Number of Securities

Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Underlying Unexercised

Options (#) Unexercisable

Option Exercise

Option Expiration

Christopher H.

1,000,000 (1)

September 2019, Mr.

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

The options vest quarterly

The options vested 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.

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

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

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

of our directors;

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

Beneficial ownership generally means

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

Unless otherwise indicated in the footnotes to the

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

forth opposite the shareholder’s name.

Beneficial ownership generally means having

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

Unless otherwise indicated in the footnotes to the table, each

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

shareholder’s name.

As of March 30, 2022, 65,088,575 shares of our Common Stock were issued and outstanding.

Name and address of beneficial owners

Number of shares beneficially owned (1)

Joseph John Combs, III

and address of beneficial owners

of shares beneficially owned (1)

John Combs, III

3,606,315 (2)

CEO, President, Secretary

President, Secretary

Interlocken Blvd., Ste 680

Broomfield, CO 80021

Michael Cardillo

3,925,316 (3)

President - REGS

Interlocken Blvd., Ste 680

Broomfield, CO 80021

Christopher H.

Interlocken Blvd., Ste 680

Broomfield, CO 80021

Christopher Scott Yenzer

Interlocken Blvd., Ste 680

Broomfield, CO 80021

Fortunato Villamagna

President - PWS

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Interim Chief Financial Officer

Chief Financial Officer

Interlocken Blvd., Ste 680

Broomfield, CO 80021

LPD Investments, Ltd.

Investments, Ltd.

6,290,832 (5)

145 North, Ste 410

The Woodlands, TX 77380

Woodlands, TX 77380

4,987,500 (6)

Brandley Drive

Cupertino, CA 95014

3,100,000 (7)

Brandley Drive

Cupertino, CA 95014

All Officers and Directors as a Group (5 persons)

Represents less than 1%

“Beneficial

ownership”

is defined in the regulations promulgated by the U.S.

Securities and Exchange Commission as having or sharing,

directly or indirectly (1) voting power, which includes the power to vote or to direct the voting, or (2) investment power,

which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer.

The definition

of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible

into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60

Unless otherwise indicated, the beneficial owner has sole voting and investment power.

Officers and Directors as a Group (4 persons)

ownership” is defined in the regulations promulgated by the U.S.

Securities and Exchange Commission as having or sharing, directly

or indirectly (1) voting power, which includes the power to vote or to direct the voting, or (2) investment power, which includes

the power to dispose or to direct the disposition, of shares of the common stock of an issuer.

The definition of beneficial ownership

includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that

currently are exercisable or convertible or that will become exercisable or convertible within 60 days.

Unless otherwise indicated,

the beneficial owner has sole voting and investment power.

of 3,606,315 shares owned by Mr.

6 unchanged sentences

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

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

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

and 700,000 shares which were issued to LPD during fiscal year 2019 related to penalty on late payment of short-term note.

of 3,800,000 shares owned by Mr.

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.

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.

of 400,000 shares owned by Mr.

1 unchanged sentence

Berg has beneficial

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.

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.

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, 2021, and 2020 are as follows:

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.

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 party note.

For the year ended December 31, 2021, the Company recorded

interest expense of $2,400.

Unpaid interest as of December 31, 2021, is $300.

The outstanding principal and interest under this

note as of December 31, 2021 is $0.

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

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

For the year ended December 31,

2021, the Company recorded interest expense of $28,800.

Unpaid interest as of December 31, 2021 is approximately $55,200.

The outstanding

principal and interest under this note as of March 31, 2022 is $187,400.

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, 2021, the Company recorded

interest expense of $2,400.

Unpaid interest as of December 31, 2021 is approximately $300.

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

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

Accrued interest

under this note as of March 31, 2022 is $300.

short-term notes - related party

Approval or Ratification of Transactions with Related Persons

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

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

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

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

Principal Accountant Fees and Services

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

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

Audit-Related Fees

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

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

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

or engagements.

The 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.

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

the years ended December 31, 2021, and 2020:

Audit-Related

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

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

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

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

by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

2020 fees include not only the annual audit fees but the review of the three quarterly 10-Q’s in 2021 and 2021, respectively.

Audit-Related

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

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

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

6 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Stockholders’

Deficit for the Years Ended December 31, 2019 and 2018

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

27 unchanged sentences

Taxonomy Extension Presentation Linkbase Document

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

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

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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

1 filed July 23, 2013.

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

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

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

Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into

any filing under the Securities Act of 1933, as amended or the Exchange Act.

to applicable securities laws and regulations, these interactive data files will not be deemed “filed”

purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor

will they be deemed filed or made a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the

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

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

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

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

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

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

Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing

under the Securities Act of 1933, as amended or the Exchange Act.

to applicable securities laws and regulations, these interactive data files will not be deemed “filed” for the purposes

of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor will they be

deemed filed or made a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of

1933, or otherwise subject to liability under those sections.

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

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

April 14, 2022

10 unchanged sentences

authorized officer and principal financial officer

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

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

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

registrant and in the capacities and on the dates indicated:

John Combs III

4 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-K

Item 9A. Controls and Procedures