What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 228 added, 155 removed, 463 unchanged (45% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2022

December 31, 2021

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts of $ 19,800 and $ 0 , respectively

Accounts receivable, net of allowance for doubtful accounts of $ 19,800 and $ 0 ,

Contract assets

9 unchanged sentences

Contract liabilities

Deferred revenue

Paycheck protection program liabilities

17 unchanged sentences

70,000,000 shares authorized;

65,088,575 shares issued, issuable ** and outstanding March 31, 2022 and December 31, 2021

65,088,575 shares issued, issuable **

and outstanding June 30, 2022 and December 31, 2021

Common stock issuable

16 unchanged sentences

numbers were derived from the audited financial statements for the year ended December 31, 2021.

2,785,000 shares issuable as of March 31, 2022, and December 31, 2021, per terms of note agreements.

2,785,000 shares issuable as of June 30, 2022, and December 31, 2021, per terms of note agreements.

ENVIRONMENTAL & ENERGY RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

For the Three Months Ended

For the Six Months Ended

Total revenue

8 unchanged sentences

Interest expense

Gain on abandonment

Gain on debt extinguishment

1 unchanged sentence

Loss from continuing operations

Gain from discontinued operations, net of tax

Loss from discontinued operations, net of tax

Net income (loss) attributable to non-controlling interest

2 unchanged sentences

$ ( 611,600 )

Basic and diluted loss per share attributable to SEER common stockholders

$ ( 909,800 )

$ ( 929,200 )

Basic earnings per share attributable to SEER common stockholders

Loss from continuing operations, per share

Income from discontinued operations, per share

Net loss per share, basic and diluted

Weighted average shares outstanding – basic and diluted

Loss from discontinued operations, per share

Net loss per share, basic

Fully diluted earnings per share attributable to SEER common stockholders

Loss from continuing operations, per share

Loss from discontinued operations, per share

Net loss per share, basic

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

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

2 unchanged sentences

Preferred Stock

Stockholders’

Additional Paid-in

Stock Subscription

Non-controller

Total Stockholders’

Balances at December 31, 2021

9 unchanged sentences

( 8,587,200 )

Preferred Stock

Stockholders’

Balances at December 31, 2020

Issuance of common stock upon debt penalty

Stock-based compensation

Balances at June 30, 2022

( 30,274,500 )

1 unchanged sentence

( 9,128,500 )

Additional Paid-in

Stock Subscription

Non-controller

Total Stockholders’

Balances at December 31, 2020

$ ( 29,693,700 )

1 unchanged sentence

$ ( 8,728,800 )

Issuance of common stock upon debt penalty

Issuance of common stock upon

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,

2 unchanged sentences

( 9,054,500 )

Issuance of common stock upon

Stock-based compensation

Balances at June 30, 2021

( 30,622,900 )

4 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

2 unchanged sentences

$ ( 836,600 )

Income from discontinued operations

Loss from discontinued operations

Adjustments to reconcile net loss to net cash provided by operating activities:

15 unchanged sentences

Proceeds from the sale of fixed assets

Net cash provided (used) by investing activities

Net cash (used) provided by investing activities

Cash flows from financing activities:

11 unchanged sentences

Financing of prepaid insurance premiums

Cash paid for income taxes

Non-cash repayment of debt

18 unchanged sentences

Company had a third wholly owned subsidiary, REGS, LLC (d/b/a Resource Environmental Group Services (“REGS”)), which was

discarded and abandoned September 1, 2021, and all operations included in discontinued operations (See Note 15).

discarded and abandoned September 1, 2021, and all operations are included in discontinued operations (See Note 15).

two majority-owned subsidiaries include 1) Paragon Waste Solutions, LLC (“PWS”), and 2) PelleChar, LLC (“PelleChar”).

12 unchanged sentences

using the patented pyrolytic process.

For the three months ended March 31, 2022, PelleChar activity related to startup of operations

that were interrupted by the pandemic in 2020, and a commencement to market its product.

For the six months ended June 30, 2022, PelleChar activity related to startup of operations that

were interrupted by the pandemic in 2020, and a commencement to market its product.

Revenue and expenses of PelleChar were not material

for the three months then ended.

for the six months then ended.

of Consolidation

4 unchanged sentences

has non-controlling interest in joint ventures, which are reported on the equity method.

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

of approximately $ 29.8 million as of March 31, 2022, and $ 29.4 million as of December 31, 2021.

For the three months ended March 31,

2022, the Company incurred a net loss of approximately $ 0.4 million and for the three months ended March 31, 2021, the Company incurred

a net loss of approximately $ 0.3 million.

The Company had a working capital deficit of approximately $ 7.6 million as of March 31, 2022,

and a working capital deficit of $ 7.5 million as of December 31, 2021.

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 March 31, 2022, 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.

For the three months

ended March 31, 2022, the Company raised approximately $ 0.3

million from the issuance of short-term and long-term

debt, offset by payments of principal on short term notes and capital leases of $ 23,400 ,

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

deficit of approximately $ 30.3

million as of June 30, 2022, and $ 29.4

million as of December 31, 2021.

For the six months ended June 30, 2022, and 2021, the Company incurred a net loss of

approximately $ 0.9

million and $ 1.0 million, respectively.

The Company had a working capital deficit of approximately $ 8.2

million as of June 30, 2022, and a working capital deficit of $ 7.5

million as of December 31, 2021.

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, 2022, 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.

the six months ended June 30, 2022, the Company raised approximately $ 0.3

million from the issuance of short-term and long-term debt, offset by payments of principal on short term notes and capital leases

of $ 47,500 ,

for a net cash provided by financing activities of approximately $ 0.3

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 REGS, a line of business with historically 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 limited common shares available for issue which may limit the ability to raise capital or

settle debt through issuance of shares.

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 be unable

to report on a going concern basis.

In addition, the Company has undertaken a number of specific steps to continue to operate as a going concern.

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 REGS, a line of business with

historically 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

limited common shares available to issue which may limit the ability to raise new capital or settle debt through issuance of shares.

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 be unable to report

on a going concern basis.

of Presentation Unaudited Interim Financial Information

56 unchanged sentences

R&D expenses were

$ 0 for both the three months ended March 31, 2022, and 2021.

$ 0 for both the six months ended June 30, 2022, and 2021.

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

SCHEDULE OF INVENTORY

June 30, 2022

December 31, 2021

Finished goods

11 unchanged sentences

to be recognized.

During the three months ended March 31, 2022, and 2021 the Company recognized no adjustments for uncertain tax positions.

During the six months ended June 30, 2022, and 2021 the Company recognized no adjustments for uncertain tax positions.

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 as of March 31, 2022, and 2021.

to uncertain tax positions were recognized as of June 30, 2022, and 2021.

The Company expects no material changes to unrecognized tax

35 unchanged sentences

SCHEDULE OF DISAGGREGATION OF REVENUE

Environmental

months ended March 31, 2022

Environmental

months ended March 31, 2021

Environmental

Environmental Solutions

Three months ended June 30, 2022

Environmental Solutions

Sources of Revenue

Product sales

Management fees

Total Revenue

Environmental Solutions

Three months ended June 30, 2021

Environmental Solutions

Sources of Revenue

Product sales

Licensing fees

Management fees

Total Revenue

Environmental Solutions

Six months ended June 30, 2022

Environmental Solutions

Sources of Revenue

Product sales

Management fees

Total Revenue

Environmental Solutions

Six months ended June 30, 2021

Environmental Solutions

Sources of Revenue

Product sales

Licensing fees

Management fees

Total Revenue

a performance obligation has been satisfied but not yet invoiced at the reporting date, a contract asset is recognized on the balance

3 unchanged sentences

SCHEDULE OF CONTRACT BALANCES

Accounts Receivable, net

Contract Assets

Contract Liabilities

Balance as of March 31, 2022

Balance as of December 31, 2021

Increase (decrease)

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

approximately 30-60 days.

Contract liabilities are recorded when cash payments are received or due in advance of the Company’s

performance, including amounts that are refundable.

Receivable, net

Deferred Revenue

(non-current)

as of June 30, 2022

as of December 31, 2021

$ ( 176,600 )

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

within approximately 30-60 days.

Contract liabilities and deferred revenue are recorded when cash payments are received or due in

advance of the Company’s performance, including amounts that are refundable.

Performance Obligations

of March 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$ 1.6 million,

of which the Company expects to recognize approximately 85 %

of this revenue over the next 12 months.

of June 30, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$ 1.9 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 one year

2 unchanged sentences

and equipment was comprised of the following:

OF PROPERTY PLANT AND EQUIPMENT

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

June 30, 2022

December 31, 2021

Field and shop equipment

3 unchanged sentences

Building and improvements

and equipment, gross

Property and equipment, gross

accumulated depreciation and amortization

2 unchanged sentences

Property and equipment, net

expense for the three months ended March 31, 2022, and 2021 was $ 24,800

and $ 26,500 ,

respectively.

For the three months ended March 31,

2022, and 2021, depreciation expense included in cost of goods sold was $ 18,400

and $ 20,100 ,

respectively.

For the three months ended March 31,

2022, and 2021, depreciation expense included in selling, general and administrative expenses was $ 6,400

and $ 6,400 ,

respectively.

expense on leased CoronaLux™ units included in depreciation and amortization above is $0 as of March 31, 2022, and 2021, respectively.

expense for the three months ended June 30, 2022, and 2021 was $ 23,100 and $ 26,600 , respectively.

For the three months ended June 30,

2022, and 2021, depreciation expense included in cost of goods sold was $ 19,700 and $ 20,300 , respectively.

For the three months ended

June 30, 2022, and 2021, depreciation expense included in selling, general and administrative expenses was $ 3,400 and $ 6,500 , respectively.

expense for the six months ended June 30, 2022, and 2021 was $ 47,900 and $ 53,200 , respectively.

For the six months ended June 30, 2022,

and 2021, depreciation expense included in cost of goods sold was $ 38,100 and $ 40,400 , respectively.

For the six months ended June 30,

2022, and 2021, depreciation expense included in selling, general and administrative expenses was $ 9,800 and $ 12,900 , respectively.

expense on leased CoronaLux™ units included in depreciation and amortization above is $ 0 as of June 30, 2022, and 2021, respectively.

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

SCHEDULE OF PROPERTY AND EQUIPMENT FOR LEASES CAPITALIZED

June 30, 2022

December 31, 2021

Vehicles, field and shop equipment

accumulated amortization

and equipment for lease capitalized

Property and equipment

for lease capitalized

5 – INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

Gross carrying amount

Accumulated amortization

Net carrying value

March 31, 2022

June 30, 2022 (unaudited)

Gross carrying amount

3 unchanged sentences

$ ( 988,800 )

Gross carrying amount

Accumulated amortization

Net carrying value

December 31, 2021

4 unchanged sentences

$ ( 977,800 )

estimated useful lives of the intangible assets range from seven

Amortization expense was $ 5,500

for the three months ended March 31, 2022,

estimated useful lives of the intangible assets range from seven to twenty years .

Amortization expense was $ 5,500 and $ 8,000 for the

three months ended June 30, 2022, and 2021, respectively.

Amortization expense was $ 11,100 and $ 16,100 for the six months ended June

30, 2022, and 2021, respectively.

5 unchanged sentences

These operating leases are included in “Right

of use assets” on the Company’s March 31, 2022, Consolidated Balance Sheets and represent the Company’s right to use

of use assets” on the Company’s June 30, 2022, Consolidated Balance Sheets and represent the Company’s right to use

the underlying asset for the lease term.

The Company’s obligation to make lease payments are included in “Current portion

of lease liabilities” and “Lease liabilities net of current portion” on the Company’s March 31, 2022, Consolidated

of lease liabilities” and “Lease liabilities net of current portion” on the Company’s June 30, 2022, Consolidated

Balance Sheets.

4 unchanged sentences

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

As of March 31, 2022,

total right-of-use assets and operating lease liabilities were approximately $ 289,600 and $ 322,200 , respectively.

All operating lease

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

In the three months ended March 31, 2022, the Company recognized

approximately $ 20,900 in operating lease costs for right-of-use assets.

As of June 30, 2022, total

right-of-use assets and operating lease liabilities were approximately $ 276,700 and $ 308,900 , respectively.

All operating lease expense

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

In the six months ended June 30, 2022, the Company recognized approximately

$ 41,800 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 present

4 unchanged sentences

SCHEDULE OF RIGHT-OF-USE ASSETS AND RELATED LEASE LIABILITIES

Ended March 31,

Six months ended June 30,

Cash paid for operating lease liabilities

2 unchanged sentences

Weighted-average discount rate

Maturities of lease liabilities as of March 31, 2022 were as follows:

Maturities of lease liabilities as of June 30, 2022 were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Lease liabilities

Less imputed interest

Total lease liabilities

Current operating lease liabilities

Non-current operating lease liabilities

Total lease liabilities

7 – ACCRUED LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCRUED LIABILITIES

Accrued compensation and related taxes

Accrued interest

Accrued settlement/litigation claims

Warranty and defect claims

Total Accrued Liabilities

compensation and related taxes

settlement/litigation claims

and defect claims

Accrued Liabilities

8 – UNCOMPLETED CONTRACTS

1 unchanged sentence

SCHEDULE OF UNCOMPLETED CONTRACTS

June 30, 2022

December 31, 2021

Revenue recognized

6 unchanged sentences

9 – INVESTMENT IN PARAGON WASTE SOLUTIONS LLC

its inception through March 31, 2022, the Company has provided approximately $ 6.4 million in funding to PWS for working capital and the

its inception through June 30, 2022, the Company has provided approximately $ 6.5 million in funding to PWS for working capital and the

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

3 unchanged sentences

against future earnings distributions made by PWS.

as of March 31, 2022 (Unaudited), and December 31, 2021, was comprised of the following:

as of June 30, 2022 (Unaudited), and December 31, 2021, was comprised of the following:

SCHEDULE OF DEBT

8 unchanged sentences

Principal reductions

( 96,600 ) (1)

Long term debt to current

Amortization of debt discount

Balance March 31, 2022

Balance June 30, 2022

$ 2,815,000 (3)

The Payroll Protection Program final note forgiveness was confirmed during the first quarter of 2022.

Payroll Protection Program final note forgiveness was confirmed during the first quarter of 2022.

Secured note payable of $ 13,300 , secured by and proceeds used to buy a forklift, dated March 15, 2022, interest at an annual rate

of 6.5 % simple interest and matures on February 15, 2025 , with payments of approx $ 400 per month, in accordance with the note’s

For the three months ended March 31, 2022, the Company recorded interest expense of $ 100 .

Unpaid interest at March 31,

2022 was $ 0 .

of 6.5 % simple interest and matures on February 15, 2025 , with payments of approximately $ 400 per month, in accordance with the note’s

For the six months ended June 30, 2022, the Company recorded interest expense of $ 300 .

Unpaid interest at June 30, 2022

$ 4,200 of this note is included in the current portion of long-term debt.

5 unchanged sentences

the note’s provisions.

For the three months ended March 31, 2022, the Company recorded interest expense of $ 2,700 .

For the six months ended June 30, 2022, the Company recorded interest expense of $ 7,700 .

Unpaid interest

at March 31, 2022 was approximately $ 2,700 .

at June 30, 2022 was approximately $ 7,700 .

balance consists of $ 2,410,300 of secured notes, and $ 404,700 unsecured notes payable.

3 unchanged sentences

SCHEDULE OF RELATED PARTIES, NOTES PAYABLE AND ACCRUED INTEREST

June 30, 2022

December 31, 2021

Short term notes

Accrued interest

Total short-term notes and accrued interest - Related parties

Total short-term notes and accrued interest - Related

12 – EQUITY TRANSACTIONS

Common Stock Transactions

the three months ended March 31, 2022, no new equity transactions have occurred.

the six months ended June 30, 2022, no new equity transactions have occurred.

Common Stock Transactions

the three months ended March 31, 2021, no new equity transactions have occurred.

the six months ended June 30, 2021, no new equity transactions have occurred.

Non-controlling

5 unchanged sentences

13 – CUSTOMER CONCENTRATIONS

Company had sales from operations to three, for the three months ended March 31, 2022, and 2021 that surpassed the 10 % threshold of total

revenue, respectively.

In total, these customers represented approximately 68 % and 64 % 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 four, and five customers, for the six months ended June 30, 2022, and 2021, respectively, that surpassed

the 10% threshold of total revenue, respectively.

In total, these customers represented approximately 53 % and 76 % of our total sales

for the six months ended June 30, 2022, and 2021, 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.

14 – NET GAIN OR LOSS PER SHARE

6 unchanged sentences

would be anti-dilutive.

For three months ended March 31, 2022, all potentially dilutive securities have been excluded from the diluted

share calculations because they were anti-dilutive as a result of the net losses incurred for the respective period, or were dilutive,

but the exercise prices were above the stock price for the entire period, deeming them not to be converted, or exercised during the period.

For six months ended June 30, 2022, all potentially dilutive securities have been excluded from the diluted share

calculations because they were anti-dilutive as a result of the net losses incurred for the respective period, or were dilutive, but

the exercise prices were above the stock price for the entire period, deeming them not to be converted, or exercised during the period.

Accordingly, basic shares equal diluted shares for all periods presented.

1 unchanged sentence

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

Three Months Ended March 31,

Ended June 30,

Convertible notes payable, including accrued interest

3 unchanged sentences

wholly owned subsidiary, REGS, LLC.

The abandonment resulted in a gain to the Company of approximately $ 1.5

million for the year ended December 31, 2021.

For the three months ended March 31, 2021, all operations from REGS have been reported as discontinued operations.

classes of line items constituting pretax income on discontinued operations:

The abandonment resulted in a gain to the Company of approximately $ 1.5 million for the year ended

December 31, 2021.

For the six months ended June 30, 2021, all operations from REGS have been reported as discontinued operations.

classes of line items constituting pretax income on discontinued operations (unaudited):

SCHEDULE OF DISPOSAL GROUPS, INCLUDING DISCONTINUED OPERATIONS

For the three months ended

For the six months ended

Services revenue

7 unchanged sentences

Total income from discontinued operations

$ ( 133,700 )

16 – SEGMENT INFORMATION AND MAJOR CUSTOMERS

7 unchanged sentences

All intercompany transactions have been eliminated.

information for the three months ended March 31, 2022 (Unaudited), and 2021 is as follows:

information for the three and six months ended June 30, 2022 (unaudited), and 2021 is as follows:

SCHEDULE OF SEGMENT INFORMATION

Months ended March 31,

Three Months ended June 30,

Environmental

1 unchanged sentence

Interest expense

Stock-based compensation

Net income (loss)

6 unchanged sentences

Capital expenditures (cash and noncash)

Six months ended June 30,

Environmental

Depreciation and amortization (1)

Interest expense

Stock-based compensation

Net income (loss)

Capital expenditures (cash and noncash)

Environmental

Depreciation and amortization (1)

Interest expense

Stock-based compensation

Net income (loss) (2)

Capital expenditures (cash and noncash)

(1) Includes depreciation of property, equipment, and leasehold improvements and amortization of intangibles.

(2) The environmental solutions segment contains the total net income (loss)

from discontinued operations of REGS.

NOTE 17 – SUBSEQUENT EVENTS

On July 20, 2022, PWS transferred all patents

owned covering medical waste destruction, and related technology, to its joint venture, Paragon Southwest Medical Waste

(“PSMW”), in exchange for units in PSMW.

The units in PSMW transferred in connection with this transaction increased

SEER’s equity in PSMW to approximately 30 %,

on a total consolidated basis.

This transaction also canceled the irrevocable license and royalty agreement, and the management

agreement between PWS and PSMW.

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