Strategic Environmental & Energy Resources, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________________ 000-54987 (Commission File Number) Strategic Environmental & Energy Resources, Inc. (Exact name of registrant as specified in its charter) Nevada 02-0565834 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 370 Interlocken Blvd , Suite 680 , Broomfield , CO 80021 (Address of principal executive offices including zip code) 303 - 277-1625 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Emerging growth company ☐ Non-accelerated filer ☐ Smaller reporting company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of November 21, 2022, the Registrant had 65,088,575 shares outstanding of its $.001 par value common stock. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 3 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022, and 2021 (unaudited) 4 Condensed Consolidated Statement of Changes in Stockholders’ Deficit as of September 30, 2022, and 2021 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022, and 2021 (unaudited) 6 Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 26 Item 4. Controls and Procedures 26 PART II. OTHER INFORMATION Item 1. Legal Proceedings 27 Item 1A. Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 3. Defaults Upon Senior Securities 28 Item 4. Mine Safety Disclosures 29 Item 5. Other Information 29 Item 6. Exhibits 29 SIGNATURES 30 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS 21 * September 30, December 31, 2022 2021 (unaudited) * ASSETS Current Assets Cash and cash equivalents $ 145,400 $ 188,800 Accounts receivable, net of allowance for doubtful accounts of $ 19,800 and $ 0 , respectively 867,900 536,600 Inventory 22,300 201,700 Contract assets 76,400 3,600 Prepaid expenses and other current assets 120,300 111,300 Total Current Assets 1,232,300 1,042,000 Property and equipment, net 280,500 433,000 Intangible Assets, net 344,800 419,300 Right of use assets 263,400 302,300 Investments 182,200 - Other assets 40,700 40,600 TOTAL ASSETS $ 2,343,900 $ 2,237,200 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 914,100 $ 471,200 Accrued liabilities 2,775,600 2,230,100 Contract liabilities 520,400 525,900 Deferred revenue 9,700 - Paycheck protection program liabilities - 96,600 Short term notes 3,397,600 2,843,900 Short term notes and accrued interest - related party 177,400 180,800 Convertible notes 1,605,000 1,605,000 Current portion of long term debt and capital lease obligations 531,300 525,600 Current portion of lease liabilities 60,900 54,700 Total Current Liabilities 9,992,000 8,533,800 Lease liabilities net of current portion 234,000 280,300 Long term debt and capital lease obligations, net of current portion 1,856,700 1,619,600 Total Liabilities 12,082,700 10,433,700 Commitments and contingencies - - Stockholders’ deficit Preferred stock; $ .001 par value; 5,000,000 shares authorized; - 0 - shares issued - - Common stock; $ .001 par value; 70,000,000 shares authorized; 65,088,575 shares issued, issuable ** and outstanding September 30, 2022 and December 31, 2021 65,100 65,100 Common stock issuable 25,000 25,000 Additional paid-in capital 22,973,800 22,973,800 Stock Subscription receivable ( 25,000 ) ( 25,000 ) Accumulated Other Comprhensive Income - - Accumulated deficit ( 30,874,100 ) ( 29,364,800 ) Total stockholders’ deficit ( 7,835,200 ) ( 6,325,900 ) Non-controlling interest ( 1,903,600 ) ( 1,870,600 ) Total Deficit ( 9,738,800 ) ( 8,196,500 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 2,343,900 $ 2,237,200 The accompanying notes are an integral part of these consolidated financial statements. * These numbers were derived from the audited financial statements for the year ended December 31, 2021. ** Includes 2,785,000 shares issuable at Setpember 30, 2022 and December 31, 2021, per terms of note agreements. 3 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Products $ 1,142,400 $ 1,176,100 $ 3,072,500 $ 2,724,800 Solid waste - 58,200 100,000 174,700 Total revenue 1,142,400 1,234,300 3,172,500 2,899,500 Operating expenses: Products costs 1,020,900 802,300 2,507,900 1,885,900 Solid waste costs - 7,400 14,800 22,200 General and administrative expenses 254,800 198,400 832,900 818,600 Salaries and related expenses 278,500 170,700 954,900 608,500 Total operating expenses 1,554,200 1,178,800 4,310,500 3,335,200 Income (loss) from operations ( 411,800 ) 55,500 ( 1,138,000 ) ( 435,700 ) Other income (expense): Interest expense ( 198,600 ) ( 181,500 ) ( 578,400 ) ( 556,600 ) Gain on abandonment - 1,458,000 - 1,458,000 Gain on debt extinguishment - 213,200 96,600 213,200 Other 100 ( 5,800 ) 77,500 24,000 Total non-operating expense, net ( 198,500 ) 1,483,900 ( 404,300 ) 1,138,600 Income (loss) from continuing operations ( 610,300 ) 1,539,400 ( 1,542,300 ) 702,900 Income from discontinued operations, net of tax - 425,900 - 292,100 Net lncome (loss) ( 610,300 ) 1,965,300 ( 1,542,300 ) 995,000 Less: Net income (loss) attributable to non-controlling interest ( 10,700 ) 251,000 ( 33,000 ) 210,000 Net income (loss) attributable to SEER common stockholders $ ( 599,600 ) $ 1,714,300 $ ( 1,509,300 ) $ 785,000 Basic earnings per share attributable to SEER common stockholders Loss from continuing operations, per share $ ( 0.01 ) $ 0.02 $ ( 0.02 ) $ 0.01 Loss from discontinued operations, per share - 0.01 - - Net income (loss) per share, basic $ ( 0.01 ) $ 0.03 $ ( 0.02 ) $ 0.01 Fully diluted earnings per share attributable to SEER common stockholders Loss from continuing operations, per share ( 0.01 ) 0.02 ( 0.02 ) 0.01 Loss from discontinued operations, per share - 0.01 - - Net income (loss) per share, basic $ ( 0.01 ) $ 0.03 $ ( 0.02 ) $ 0.01 Weighted average shares outstanding – basic 65,088,575 65,088,575 65,088,575 64,996,267 Weighted average shares outstanding – diluted 65,088,575 65,178,575 65,088,575 65,086,267 The accompanying notes are an integral part of these consolidated financial statements. 4 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited) Shares Amount Shares Amount Capital Subscribed Receivable Deficit Interest Deficit Additional Common Stock Non- Total Preferred Stock Common Stock Paid-in Stock Subscription Accumulated controller Stockholders’ Shares Amount Shares Amount Capital Subscribed Receivable Deficit Interest Deficit Balances at December 31, 2021 - $ - 65,088,600 $ 65,100 $ 22,973,800 $ 25,000 $ ( 25,000 ) $ ( 29,364,800 ) $ ( 1,870,600 ) $ ( 8,196,500 ) Issuance of common stock upon debt penalty - - - - - - - - - - Stock-based compensation - - - - - - - - - - Allocated value of common stock and warrants related to debt - - - - - - - - - - Net loss - - - - - - - ( 386,600 ) ( 4,100 ) ( 390,700 ) Balances at March 31, 2022 - - 65,088,600 65,100 22,973,800 25,000 ( 25,000 ) ( 29,751,400 ) ( 1,874,700 ) ( 8,587,200 ) Issuance of common stock upon debt penalty - - - - - - - - - - Stock-based compensation - - - - - - - - - - Net loss - - - - - - - ( 523,100 ) ( 18,200 ) ( 541,300 ) Balances at June 30, 2022 - - 65,088,600 65,100 22,973,800 25,000 ( 25,000 ) ( 30,274,500 ) ( 1,892,900 ) ( 9,128,500 ) Issuance of common stock upon debt penalty - - - - - - - - - - Stock-based compensation - - - - - - - - - - Allocated value of common stock and warrants related to debt - - - - - - - - - - Net income - - - - - - - ( 599,600 ) ( 10,700 ) ( 610,300 ) Balances at September 30, 2022 - $ - 65,088,600 $ 65,100 $ 22,973,800 $ 25,000 $ ( 25,000 ) $ ( 30,874,100 ) $ ( 1,903,600 ) $ ( 9,738,800 ) Additional Common Stock Non- Total Preferred Stock Common Stock Paid-in Stock Subscription Accumulated controller Stockholders’ Shares Amount Shares Amount Capital Subscribed Receivable Deficit Interest Deficit Balances at December 31, 2020 - $ - 65,088,600 $ 65,100 $ 22,961,200 $ 25,000 $ ( 25,000 ) $ ( 29,693,700 ) $ ( 2,061,400 ) $ ( 8,728,800 ) Issuance of common stock upon debt penalty - - - - - - - - - - Stock-based compensation - - - - 4,700 - - - - 4,700 Allocated value of common stock and warrants related to debt - - - - - - - - - - Net loss - - - - - - - ( 317,600 ) ( 12,800 ) ( 330,400 ) Balances at March 31, 2021 - - 65,088,600 65,100 22,965,900 25,000 ( 25,000 ) ( 30,011,300 ) ( 2,074,200 ) ( 9,054,500 ) Issuance of common stock upon debt penalty - - - - - - - - - - Stock-based compensation - - - - 4,800 - - - - 4,800 Net loss - - - - - - - ( 611,600 ) ( 28,200 ) ( 639,800 ) Balances at June 30, 2021 - - 65,088,600 65,100 22,970,700 25,000 ( 25,000 ) ( 30,622,900 ) ( 2,102,400 ) ( 9,689,500 ) Issuance of common stock upon debt penalty - - - - - - - - - - Stock-based compensation - - - - 3,100 - - - - 3,100 Allocated value of common stock and warrants related to debt - - - - - - - - - - Net income - - - - - - - 1,714,300 251,000 1,965,300 Net income (loss) - - - - - - - 1,714,300 251,000 1,965,300 Balances at September 30, 2021 - $ - 65,088,600 $ 65,100 $ 22,973,800 $ 25,000 $ ( 25,000 ) $ ( 28,908,600 ) $ ( 1,851,400 ) $ ( 7,721,100 ) The accompanying notes are an integral part of these consolidated financial statements. 5 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) For the nine months ended September 30, 2022 2021 Cash flows from operating activities: Loss from continuing operations $ ( 1,542,300 ) $ 702,900 Loss from discontinued operations - 292,100 Net income (loss) ( 1,542,300 ) 995,000 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 76,600 102,400 Stock-based compensation expense - 12,600 Gain on abandoment of subsidiary ( 1,458,000 ) Non-cash expense for interest, accretion of debt discount - 29,900 Gain on debt distinguishment ( 96,600 ) ( 623,800 ) Gain on disposition of assets - ( 229,300 ) Bad debt 19,800 ( 200 ) Changes in operating assets and liabilities: Accounts receivable ( 351,100 ) ( 158,700 ) Contract assets ( 72,800 ) ( 116,900 ) Inventory 179,400 ( 21,900 ) Prepaid expenses and other assets 29,800 66,500 Accounts payable, accrued liabilities, and customer deposits 893,900 105,700 Contract liabilities ( 5,500 ) ( 96,800 ) Deferred revenue 9,700 ( 24,700 ) Net cash used in operating activities ( 859,100 ) ( 1,418,200 ) Cash flows from investing activities: Purchase of property and equipment ( 31,800 ) ( 3,000 ) Proceeds from the sale of fixed assets - 192,100 Net cash (used) provided by investing activities ( 31,800 ) 189,100 Cash flows from financing activities: Payments of notes and capital lease obligations ( 71,800 ) ( 130,400 ) Payments of short-term notes - related party - ( 40,000 ) Proceeds from short-term notes - related party - 10,000 Proceeds from short-term and long-term debt 919,300 1,335,000 Proceeds from paycheck protection program - 130,100 Net cash provided by financing activities 847,500 1,304,700 Effect of exchange rate changes on cash - Net increase (decrease) in cash ( 43,400 ) 75,600 Cash at the beginning of period 188,800 47,300 Cash at the end of period $ 145,400 $ 122,900 Supplemental disclosures of cash flow information: Cash paid for interest $ 34,600 $ 47,700 Investment in PSMW $ 182,200 $ - Financing of prepaid insurance premiums $ - $ 52,400 Non-cash repayment of debt $ 50,800 $ 188,900 Non-cash repayment of debt - PPP Loan $ 96,600 $ 213,200 Non-cash repayment of debt - PPP Loan, discontinued operations $ - $ 410,600 Non-cash payment of interest $ 15,400 $ 22,500 The accompanying notes are an integral part of these consolidated financial statements. 6 NOTE 1 – ORGANIZATION AND FINANCIAL CONDITION Organization and Going Concern Strategic Environmental & Energy Resources, Inc. (“SEER,” or the “Company”), a Nevada corporation, is a provider of next-generation clean-technologies, waste management innovations and related services. SEER has two wholly owned operating subsidiaries and three majority-owned subsidiaries; all of which together provide technology solutions and services to companies primarily in the oil and gas, refining, landfill, food, beverage & agriculture, and renewable fuel industries. The two wholly owned subsidiaries include: 1) MV, LLC (d/b/a MV Technologies) (“MV”), designs and builds biogas conditioning solutions for the production of renewable natural gas, odor control systems and natural gas vapor capture primarily for landfill operations, waste-water treatment facilities, oil and gas fields, refineries, municipalities and food, beverage & agriculture operations throughout the U.S.; 2) Strategic Environmental Materials, LLC, (“SEM”), a materials technology company focused on development of cost-effective chemical absorbents. The 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 are included in discontinued operations (See Note 15). The two majority-owned subsidiaries include 1) Paragon Waste Solutions, LLC (“PWS”), and 2) PelleChar, LLC (“PelleChar”). PWS is currently owned 54 % by SEER and PelleChar is owned 51 % by SEER. PWS has developed specific opportunities to deploy and commercialize patented technologies for a non-thermal plasma-assisted oxidation process that makes possible the clean and efficient destruction of solid hazardous chemical and biological waste ( i.e ., regulated medical waste, chemicals, pharmaceuticals and refinery tank waste, etc .) without landfilling or traditional incineration and without harmful emissions. Additionally, PWS’ technology “cleans” and conditions emissions and gaseous waste streams ( i.e ., volatile organic compounds and other greenhouse gases) generated from diverse sources such as refineries, oil fields, and many others. PelleChar was established in September 2018 and is owned 51 % by SEER. Pellechar has secured third-party pellet manufacturing capabilities from one of the nation’s premier pellet manufacturers. Working closely with Biochar Now, LLC, Pellechar commenced sales in late 2019 of its proprietary pellets containing the proven and superior Biochar Now product starting with the landscaping and big agriculture markets. At this time, Pellechar is the only company able to offer a soil amendment pellet containing the Biochar Now product that is produced using the patented pyrolytic process. For the nine months ended September 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 six months then ended. Principals of Consolidation The accompanying consolidated financial statements include the accounts of SEER, its wholly owned subsidiaries, SEM, MV and REGS (through September 1, 2021, as discontinued operations), and its majority-owned subsidiaries PWS and PelleChar, since their respective acquisition or formation dates. All material intercompany accounts, transactions, and profits have been eliminated in consolidation. The Company has non-controlling interest in joint ventures, which are reported on the equity method. Going Concern As shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated a deficit of approximately $ 30.9 million as of September 30, 2022, and $ 29.4 million as of December 31, 2021. For the nine months ended September 30, 2022, and 2021, the Company incurred a net loss of approximately $ 1.5 million and earned income of $ 1.0 million, respectively. The Company had a working capital deficit of approximately $ 8.8 million as of September 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. 7 Realization of a major portion of the Company’s assets as of September 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. For the nine months ended September 30, 2022, the Company raised approximately $ 0.9 million from the issuance of related party and long-term debt, offset by payments of principal on related party notes and capital leases of $ 71,200 , for a net cash provided by financing activities of approximately $ 0.8 million. In addition, the Company has undertaken a number of specific steps to continue to operate as a going concern. The Company continues to focus on developing organic growth in our operating companies and improving gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions, including discontinuing 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. Basis of Presentation Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on April 15, 2022, for the year ended December 31, 2021. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of intangible assets; valuation allowances and reserves for receivables and inventory and deferred income taxes; revenue recognition related to contracts accounted for under the percentage of completion method; share-based compensation; and loss contingencies, including those related to litigation. Actual results could differ from those estimates. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss. 8 Revenue Recognition Revenue is recognized under FASB guidelines, which requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. (See Note 3) Sequencing On December 31, 2021, the Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. Research and Development Research and development (“R&D”) costs are charged to expense as incurred. R&D expenses consist primarily of salaries, project materials, contract labor and other costs associated with ongoing product development and enhancement efforts. R&D expenses were $ 0 for both the nine months ended September 30, 2022, and 2021. Inventories Inventories 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 September 30, 2022 December 31, 2021 (unaudited) Finished goods $ - $ 98,200 Work in process 22,300 28,400 Raw materials - 75,100 Inventory, net $ 22,300 $ 201,700 Income Taxes The Company accounts for income taxes pursuant to Accounting Standards Codification (“ASC”) 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized. During the nine months ended September 30, 2022, and 2021 the Company recognized no adjustments for uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized as of September 30, 2022, and 2021. The Company expects no material changes to unrecognized tax positions within the next twelve months. The Company has filed federal and state tax returns through December 31, 2020. The tax periods for the years ending December 31, 2018, through 2021 are open to examination by federal and state authorities. 9 NOTE 3 – REVENUE Products Revenue Product revenue generated from contracts with customers, for the manufacture of products for the removal and treatment of hazardous vapor and gasses. Total estimated revenue includes all of the following: (1) the basic contract price, (2) contract options, and (3) change orders. Once contract performance is underway, the Company may experience changes in conditions, client requirements, specifications, designs, materials, and expectations regarding the period of performance. Such changes are “change orders” and may be initiated by us or by our clients. In many cases, agreement with the client as to the terms of change orders is reached prior to work commencing; however, sometimes circumstances require that work progress without obtaining client agreement. Revenue related to change orders is recognized as costs are incurred if it is probable that costs will be recovered by changing the contract price. The Company does not incur pre-contract costs. Under the new revenue recognition guidance, the Company found no change in the manner product revenue is recognized. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses are identified and included as additional loss. Provisions for estimated losses on contracts are shown separately as liabilities on the balance sheet, if significant, except in circumstances in which related costs are accumulated on the balance sheet, in which case the provisions are deducted from the accumulated costs. A provision as a liability is reported as a current liability. The Company includes in current assets and current liabilities amounts related to contracts realizable and payable. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract costs and profits recognized to date over billings to date and are recognized as a current asset. Revenue contract liabilities represent the excess of billings to date over the amount of contract costs and profits recognized to date and are recognized as a current liability. Products revenue also includes media sales which are recognized as the product is shipped to the customer for use. Solid Waste Revenue The Company’s revenues from waste destruction licensing agreements are recognized as a single accounting unit over the term of the license. Revenue from joint venture operations of the Company’s CoronaLux™ units is recognized as the revenue is earned by the joint venture. Revenue from management services is recognized as services are performed. Disaggregation of Revenue (Unaudited) SCHEDULE OF DISAGGREGATION OF REVENUE Environmental Solutions Solid Waste Total Three months ended September 30, 2022 Environmental Solutions Solid Waste Total Sources of Revenue Product sales $ 904,300 $ - $ 904,300 Media sales 238,100 - 238,100 Management fees - - - Total Revenue $ 1,142,400 $ - $ 1,142,400 10 Environmental Solutions Solid Waste Total Three months ended September 30, 2021 Environmental Solutions Solid Waste Total Sources of Revenue Product sales 918,700 - 918,700 Media sales 257,400 - 257,400 Licensing fees - 8,200 8,200 Management fees - 50,000 50,000 Total Revenue $ 1,176,100 $ 58,200 $ 1,234,300 Environmental Solutions Solid Waste Total Nine months ended September 30, 2022 Environmental Solutions Solid Waste Total Sources of Revenue Product sales $ 2,310,700 $ - $ 2,310,700 Media sales 761,800 - 761,800 Management fees - 100,000 100,000 Total Revenue $ 3,072,500 $ 100,000 $ 3,172,500 Environmental Solutions Solid Waste Total Nine months ended September 30, 2021 Environmental Solutions Solid Waste Total Sources of Revenue Product sales (1) $ 2,202,600 - $ 2,202,600 Media sales 699,400 - 699,400 Licensing fees - 24,700 24,700 Management fees - 150,000 150,000 Total Revenue $ 2,902,000 $ 174,700 $ 3,076,700 (1) Includes $ 171,400 of revenue included in discontinued operations Contract Balances Where a performance obligation has been satisfied but not yet invoiced at the reporting date, a contract asset is recognized on the balance sheet. Where a performance obligation has not yet been satisfied but an invoice has been raised at the reporting date, a contract liability is recognized on the balance sheet. 11 The opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows: SCHEDULE OF CONTRACT BALANCES Contract Liabilities Accounts Receivable, net Contract Assets Contract Liabilities Deferred Revenue (current) Deferred Revenue (non-current) Balance as of September 30, 2022 $ 867,900 $ 76,400 $ 520,400 $ 9,700 $ - Balance as of December 31, 2021 536,600 3,600 525,900 - - Increase (decrease) $ 331,300 $ 72,800 $ ( 5,500 ) $ 9,700 $ - The 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. Remaining Performance Obligations As of September 30, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately $ 0.8 million, of which the Company expects to recognize approximately 85 % of this revenue over the next 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company recognizes revenue at the amounts to which it has the right to invoice for services performed. NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment was comprised of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 2022 December 31, 2021 (unaudited) * Field and shop equipment $ 573,000 $ 553,200 Vehicles 72,500 72,500 Waste destruction equipment, placed in service 168,400 553,300 Furniture and office equipment 349,300 342,400 Leasehold improvements 36,200 36,200 Building and improvements 21,200 21,200 Land 162,900 162,900 Property and equipment, gross 1,383,500 1,741,700 Less: accumulated depreciation and amortization ( 1,103,000 ) ( 1,308,700 ) Property and equipment, net $ 280,500 $ 433,000 12 Depreciation expense for the three months ended September 30, 2022, and 2021 was $ 13,100 and $ 26,800 , respectively. For the three months ended September 30, 2022, and 2021, depreciation expense included in cost of goods sold was $ 12,100 and $ 20,400 , respectively. For the three months ended September 30, 2022, and 2021, depreciation expense included in selling, general and administrative expenses was $ 1,000 and $ 6,400 , respectively. Depreciation expense for the nine months ended September 30, 2022, and 2021 was $ 61,100 and $ 80,000 , respectively. For the nine months ended September 30, 2022, and 2021, depreciation expense included in cost of goods sold was $ 50,200 and $ 60,700 , respectively. For the nine months ended September 30, 2022, and 2021, depreciation expense included in selling, general and administrative expenses was $ 10,800 and $ 19,300 , respectively. Depreciation expense on leased CoronaLux™ units included in depreciation and amortization above is $ 0 as of September 30, 2022, and 2021, respectively. Property and equipment included the following amounts for leases that have been capitalized at: SCHEDULE OF PROPERTY AND EQUIPMENT FOR LEASES CAPITALIZED September 30, 2022 December 31, 2021 Vehicles, field and shop equipment $ 10,200 $ 10,200 Less: accumulated amortization ( 10,200 ) ( 10,200 ) Property and equipment for lease capitalized $ - $ - NOTE 5 – INTANGIBLE ASSETS SCHEDULE OF INTANGIBLE ASSETS September 30, 2022 (unaudited) Gross carrying amount Accumulated amortization Net carrying value Goodwill $ 277,800 $ - $ 277,800 Customer list 42,500 ( 42,500 ) - Technology 834,000 ( 767,000 ) 67,000 Trade name 54,900 ( 54,900 ) - $ 1,209,200 $ ( 864,400 ) $ 344,800 December 31, 2021 Gross carrying amount Accumulated amortization Net carrying value Goodwill $ 277,800 $ - $ 277,800 Customer list 42,500 ( 42,500 ) - Technology 1,021,900 ( 880,400 ) 141,500 Trade name 54,900 ( 54,900 ) - $ 1,397,100 $ ( 977,800 ) $ 419,300 The estimated useful lives of the intangible assets range from seven to twenty years . Amortization expense was $ 4,400 and $ 6,400 for the three months ended September 30, 2022, and 2021, respectively. Amortization expense was $ 15,500 and $ 22,400 for the nine months ended September 30, 2022, and 2021, respectively. NOTE 6 – LEASES The Company has entered into operating leases primarily for real estate. These leases have terms which range from 1 to 8 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to month-to-month and are included in the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in “Right of use assets” on the Company’s September 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 September 30, 2022, Consolidated Balance Sheets. Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company recognized right-of-use assets of approximately $ 225,300 and lease liabilities for operating leases of approximately $ 246,100 on January 1, 2019, when the new lease standard was effective. Operating lease right-of-use assets and liabilities commencing after January 1, 2019, are recognized at commencement date based on the present value of lease payments over the lease term. As of September 30, 2022, total right-of-use assets and operating lease liabilities were approximately $ 263,400 and $ 294,900 respectively. All operating lease expense is recognized on a straight-line basis over the lease term. In the nine months ended September 30, 2022, the Company recognized approximately $ 62,700 in operating lease costs for right-of-use assets. 13 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate which may contain lease and non-lease components which it has elected to treat as a single lease component. Information related to the Company’s right-of-use assets and related lease liabilities were as follows (Unaudited): SCHEDULE OF RIGHT-OF-USE ASSETS AND RELATED LEASE LIABILITIES Nine months ended September 30, 2022 2021 Cash paid for operating lease liabilities $ 100,100 $ 210,200 Right-of-use assets obtained in exchange for new operating lease obligations - - Weighted-average remaining lease term 47 59 months Weighted-average discount rate 10 % 10 % Maturities of lease liabilities as of September 30, 2022 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2023 $ 87,600 2024 90,300 2025 93,000 2026 88,000 2027 - Thereafter - Lease liabilities 358,900 Less imputed interest ( 64,000 ) Total lease liabilities 294,900 Current operating lease liabilities 60,900 Non-current operating lease liabilities 234,000 Total lease liabilities $ 294,900 NOTE 7 – ACCRUED LIABILITIES Accrued liabilities were comprised of the following: SCHEDULE OF ACCRUED LIABILITIES September 30, December 31, 2022 2021 (unaudited) * Accrued compensation and related taxes $ 128,000 $ 124,600 Accrued interest 2,350,700 1,818,500 Accrued settlement/litigation claims 150,000 150,000 Warranty and defect claims 43,300 40,000 Other 103,600 97,000 Total Accrued Liabilities $ 2,775,600 $ 2,230,100 14 NOTE 8 – UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts are as follows: SCHEDULE OF UNCOMPLETED CONTRACTS September 30, December 31, 2022 2021 (unaudited) Revenue recognized $ 341,700 $ 285,600 Less: billings to date ( 265,300 ) ( 282,000 ) Contract assets 76,400 3,600 Billings to date 3,294,000 1,578,300 Revenue recognized ( 2,773,600 ) ( 1,052,400 ) Contract liabilities $ 520,400 $ 525,900 NOTE 9 – INVESTMENTS Paragon Waste Solutions LLC Since its inception through September 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. No members of PWS have made capital contributions or other funding to PWS other than SEER. The intent of the operating agreement is to provide the funding as an advance against future earnings distributions made by PWS. Paragon Southwest Medical Waste 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. 15 NOTE 10 – DEBT Debt as of September 30, 2022 (Unaudited), and December 31, 2021, was comprised of the following: SCHEDULE OF DEBT Paycheck protection program Short term notes Convertible notes, unsecured Current portion of long- term debt and capital lease obligations Long term debt and capital lease obligations Total Balance December 31, 2021 $ 96,600 $ 2,843,900 $ 1,605,000 $ 525,600 $ 1,619,600 (4) $ 6,690,700 Increase in borrowing - 600,000 - 5,700 (2) 258,800 (2) 864,500 Principal reductions ( 96,600 ) (1) ( 46,300 ) - - ( 21,700 ) ( 164,600 ) Long term debt to current - - - - - - Amortization of debt discount - - - - - - Balance September 30, 2022 $ - $ 3,397,600 (3) $ 1,605,000 $ 531,300 $ 1,856,700 $ 7,390,600 (1) Payroll Protection Program final note forgiveness confirmed during the first quarter of 2022. (2) A) 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 provisions. For the nine months ended September 30, 2022, the Company recorded interest expense of $ 300 . Unpaid interest at September 30, 2022 was $ 0 . $ 4,300 of this note is included in the current portion of long-term debt. B) Note payable of $ 250,000 dated February 11, 2022, interest at an annual rate of 8 % simple interest and matures on February 10, 2027 . This note is included as part of a series of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC. (Note 1), in accordance with the note’s provisions. For the nine months endedSeptember 30, 2022, the Company recorded interest expense of $ 12,700 . Unpaid interest at September 30, 2022 was approximately $ 12,700 . (3) The balance consists of $ 2,910,200 of secured notes, and $ 484,700 unsecured notes payable. (4) Secured notes. (5) There were two new notes entered into during the three months ended September 30, 2022. A) A secured note payable of $ 500,000 , secured by net revenue from sale of any and all MV Technology products, interest at an annual rate of 10 % simple interest and matures on August 15, 2023 . Monthly payments of $ 25,000 a month on the last day of the third month and continue in months four and five. At the end of the sixth month monthly payments in the amount of $ 50,000 and continue until the end month twelve at which time all outstanding principal and interest shall be due. Unpaid interest at September 30, 2022 was approximately $ 6,200 . B) An unsecured note of $ 100,000 payable, dated July 20, 2022, interest at an annual rate of 8 % payable on or before July 19, 2023. Unpaid interest at September 30, 2022 was approximately $ 1,600 . NOTE 11 – RELATED PARTY TRANSACTIONS Notes payable and accrued interest, related parties Related parties accrued interest due to certain related parties are as follows: SCHEDULE OF RELATED PARTIES, NOTES PAYABLE AND ACCRUED INTEREST September 30, December 31, 2022 2021 (unaudited) Short term notes $ 125,000 $ 125,000 Accrued interest 52,400 55,800 Total short-term notes and accrued interest - Related parties $ 177,400 $ 180,800 NOTE 12 – EQUITY TRANSACTIONS 2022 Common Stock Transactions During the nine months ended September 30, 2022, no new equity transactions have occurred. 2021 Common Stock Transactions During the nine months ended September 30, 2021, no new equity transactions have occurred. Non-controlling Interest The non-controlling interest presented in our condensed consolidated financial statements reflects a 46% non-controlling equity interest in PWS and 49% non-controlling equity interest in PelleChar. Net losses attributable to non-controlling interest, as reported on our condensed consolidated statements of operations, represents the net loss of each entity attributable to the non-controlling equity interest. The non-controlling interest is reflected within stockholders’ equity on the condensed consolidated balance sheet. 16 NOTE 13 – CUSTOMER CONCENTRATIONS The Company had sales from operations to three and two customers, for the nine months ended September 30, 2022, and 2021, respectively, that surpassed the 10% threshold of total revenue, respectively. In total, these customers represented approximately 36 % and 32 % of our total sales for the nine months ended September 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. NOTE 14 – NET GAIN OR LOSS PER SHARE Basic net gain or loss per share is computed by dividing net gain or loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted net gain or loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For nine months ended September 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. Potentially dilutive securities were comprised of the following (unaudited): SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES Nine Months Ended September 30, 2022 2021 Warrants 0 271,000 Options 1,090,000 1,640,000 Convertible notes payable, including accrued interest 3,221,400 2,918,900 Potentially dilutive securities 4,311,400 4,829,900 NOTE 15 – ABANDONMENT OF SUBSIDIARY On September 1, 2021, the Company’s board of directors, by unanimous consent, adopted a resolution to abandon the Company’s 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 nine months ended September 30, 2021, all operations from REGS have been reported as discontinued operations. 17 Major classes of line items constituting pretax income on discontinued operations (unaudited): SCHEDULE OF DISPOSAL GROUPS, INCLUDING DISCONTINUED OPERATIONS 2022 2021 For the nine months ended September 30, 2022 2021 Services revenue $ - $ 177,200 Services costs - ( 314,900 ) General and administrative expenses - ( 40,800 ) Salaries and related expenses - ( 150,800 ) Other income - 210,800 Gain on debt extinguishment - 410,600 Total expenses - 114,900 Operating income - 292,100 Income tax benefit - - Total income from discontinued operations $ - $ 292,100 NOTE 16 – SEGMENT INFORMATION AND MAJOR CUSTOMERS The Company currently has identified two segments as follows: MV, SEM, PelleChar Environmental Solutions PWS Solid Waste The composition of our reportable segments is consistent with that used by our chief decision makers to evaluate performance and allocate resources. All of our operations are located in the U.S. The Company has not allocated corporate selling, general and administrative expenses, and stock-based compensation to the segments. All intercompany transactions have been eliminated. 18 Segment information for the three and nine months ended September 30, 2022 (unaudited), and 2021 is as follows: SCHEDULE OF SEGMENT INFORMATION Three Months ended September 30, 2022 Environmental Solid Solutions Waste Corporate Total Revenue $ 1,142,400 $ - $ - $ 1,142,400 Depreciation and amortization (1) 16,600 - 1,000 17,600 Interest expense 600 - 198,000 198,600 Stock-based compensation - - - - Net income (loss) ( 114,300 ) ( 19,500 ) ( 476,500 ) ( 610,300 ) Capital expenditures (cash and noncash) - - - - Total assets $ 1,732,500 $ 299,000 $ 312,400 $ 2,343,900 2021 Environmental Solid Solutions Waste Corporate Total Revenue $ 1,176,100 $ 58,200 $ - $ 1,234,300 Depreciation and amortization (1) 17,500 8,500 7,200 33,200 Interest expense 1,200 300 180,000 181,500 Stock-based compensation - - 3,100 3,100 Net income (loss) 1,388,900 543,800 32,600 1,965,300 Capital expenditures (cash and noncash) - - - - Total assets $ 1,463,400 $ 306,500 $ 533,000 $ 2,302,900 Nine months ended September 30, 2022 Environmental Solid Solutions Waste Corporate Total Revenue $ 3,072,500 $ 100,000 $ - $ 3,172,500 Depreciation and amortization (1) 48,800 17,000 10,800 76,600 Interest expense 3,100 4,100 571,200 578,400 Stock-based compensation - - - - Net income (loss) ( 55,800 ) ( 61,300 ) ( 1,425,200 ) ( 1,542,300 ) Capital expenditures (cash and noncash) 31,800 - - 31,800 Total assets $ 1,732,500 $ 299,000 $ 312,400 $ 2,343,900 2021 Environmental Solid Solutions Waste Corporate Total Revenue $ 2,724,800 $ 174,700 $ - $ 2,899,500 Depreciation and amortization (1) 51,800 25,500 25,100 102,400 Interest expense 3,900 300 552,400 556,600 Stock-based compensation - - 12,600 12,600 Net income (loss) 1,425,000 466,000 ( 896,000 ) 995,000 Capital expenditures (cash and noncash) - - - - Total assets $ 1,463,400 $ 306,500 $ 533,000 $ 2,302,900 (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. 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist you in understanding our business and the results of our operations. It should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this report as well as our Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2022. Certain statements made in our discussion may be forward looking. Forward-looking statements involve risks and uncertainties and a number of factors could cause actual results or outcomes to differ materially from our expectations. These risks, uncertainties, and other factors include, among others, the risks described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, as well as other risks described in this Quarterly Report. Unless the context requires otherwise, when we refer to “we,” “us” and “our,” we are describing Strategic Environmental & Energy Resources, Inc. and its consolidated subsidiaries on a consolidated basis. SEER BUSINESS OVERVIEW Strategic Environmental & Energy Resources, Inc. (“the Company” or “SEER”) was originally organized under the laws of the State of Nevada on February 13, 2002 for the purpose of acquiring one or more businesses, under the name of Satellite Organizing Solutions, Inc. (“SOZG”). In January 2008, SOZG changed its name to Strategic Environmental & Energy Resources, Inc., reduced its number of outstanding shares through a reverse stock split and consummated the acquisition of both, REGS, LLC and Tactical Cleaning Company, LLC. SEER is dedicated to assembling complementary service and environmental, clean-technology businesses that provide safe, innovative, cost effective, and profitable solutions in the environmental, waste management and renewable energy industries. SEER currently operates five companies with four offices in the western and mid-western U.S. Through these operating companies, SEER provides products and services throughout the U.S. and has licensed and owned technologies with many customer installations throughout the U.S. Each of the five operating companies, which includes our majority owned entities, is discussed in more detail below. The Company’s domestic strategy is to grow internally through SEER’s subsidiaries that have well established revenue streams and, simultaneously, establish long-term alliances with and/or acquire complementary domestic businesses in rapidly growing markets for renewable energy, waste and water treatment and industrial services. The focus of the SEER family of companies, however, is to increase margins by securing or developing proprietary patented and patent-pending technologies and then leveraging its 20 plus-year service experience to place these innovations and solutions into the growing markets of emission capture and control, renewable “green gas” capture and sale, compressed natural gas fuel generation, as well as general solid waste and medical/pharmaceutical waste destruction. Many of SEER’s current operating companies share customer bases and each provides synergistic services, technologies and products. The Company now owns and manages three operating entities and two entities that have no significant operations to date. The Company’s REGS subsidiary was abandoned during the third fiscal quarter of 2021. References in this report to abandoned or abandonment refer to the Company’s determination not to provide financial support to, or conduct operations in or through, REGS. Subsidiaries Wholly owned MV, LLC (d/b/a MV Technologies), (“MV”) : (operating since 2003) MV designs and sells patented and/or proprietary, dry scrubber solutions for management of Hydrogen Sulfide (H 2 S) in biogas, landfill gas, and petroleum processing operations. These system solutions are marketed under the product names H2SPlus™ and OdorFilter™. The markets for these products include landfill operations, agricultural and food product processors, wastewater treatment facilities, and petroleum product refiners. MV also develops and designs proprietary technologies and systems used to condition biogas for use as renewable natural gas (“RNG”), for a number of applications, such as transportation fuel and natural gas pipeline injection. 20 SEER Environmental Materials, LLC (“SEM”): (formed September 2015) is a wholly owned subsidiary established as a materials technology business with the purpose of developing advanced chemical absorbents and catalysts that enhance the capability of biogas produced from, landfill, wastewater treatment operations and agricultural digester operations. REGS, LLC d/b/a Resource Environmental Group Services (“REGS”): (operated from 1994 to September 2021) previously designed and manufactured environmental systems and provided general industrial cleaning services and waste management consulting to many industry sectors. During the fourth quarter of 2019, the Company ceased bidding on, and accepting contracts for the services division of its REGS subsidiary. The results from the subsidiary are included in discontinued operations for the years ended 2021 and 2020. No contracts have been uncompleted relating to the services division; therefore, the services division did not have any performance obligations as of December 31, 2020, nor thereafter. After the industrial cleaning services division was discontinued as of 2019, REGS continued with its manufacturing and assembly operations during 2020 and into 2021. These operations consisted primarily of building kilns and related equipment. As of September 2021, the Company wound down REGS, ceased all operations, and abandoned the entity as a subsidiary. REGS operations for the periods reported were included in discontinued operations. Assets and liabilities were stranded and written off in accordance with GAAP; however, the Company cannot provide any assurance as to the treatment of such assets or liabilities or the abandonment by third parties, including governmental authorities. Majority owned Paragon Waste Solutions, LLC (“PWS”): (formed late 2010) PWS is an operating company that has developed a patented waste destruction technology using a pyrolytic heating process combined with “non-thermal plasma” assisted oxidation. This technique involves gasification of solid waste by heating the waste in a low-oxygen environment, followed by complete oxidation at higher temperatures in the presence of plasma. The term “non-thermal plasma” refers to a low energy ionized gas that is generated by electrical discharges between two electrodes. This technology, commercially referred to as CoronaLux™, is designed and intended for the “clean” destruction of hazardous chemical and biological waste (i.e ., hospital “red bag” waste) thereby eliminating the need for costly segregation, transportation, incineration or landfill (with their associated legacy liabilities). PWS is a 54% owned subsidiary. PelleChar, LLC (“PelleChar”): (formed September 2018) owned 51% by SEER. PelleChar has secured third-party pellet manufacturing capabilities from one of the nation’s premier pellet manufacturers. Working closely with Biochar Now, LLC, PelleChar commenced sales in 2019 of its proprietary pellets containing the proven and superior Biochar Now product starting with the landscaping and big agriculture markets. At this time, PelleChar is the only company able to offer a soil amendment pellet containing the Biochar Now product that is produced using the patented pyrolytic process. PelleChar activity to date relates to startup of operations, and an increasing sales effort. Revenue and expenses of PelleChar were not material for the nine months ended September 30, 2022. Joint Ventures PWS MWS Joint Venture : In October 2014, PWS and Medical Waste Services, LLC (“MWS”) formed a contractual joint venture to exploit the PWS medical waste destruction technology. In 2015, MWS licensed and installed a CoronaLux™ unit at an MWS facility, and subsequently received a limited permit to operate from the South Coast Air Quality Management District (“SCAQMD”) and the California Department of Public Health. In November 2017, PWS received final air quality permit approval from SCAQMD allowing for full operations of the CoronaLux™ unit at the MWS facility. 21 Paragon Southwest Joint Venture : In December 2017, PWS and GulfWest Waste Solutions, LLC (“GWWS”) formed Paragon Southwest Medical Waste, LLC (“PSMW”) to exploit the PWS medical waste destruction technology. PSMW has an exclusive license to the CoronaLux™ technology in a six-state area of the Southern United States. In addition to the equity position, PWS is the operating partner for the business and intends to sell a number of additional systems to the joint venture. In 2017, PSMW purchased and installed three CoronaLux™ units at an PSMW facility. SEER’s Financial Condition and Liquidity As shown in the accompanying consolidated financial statements, the Company has experienced recurring operating losses, and has accumulated a deficit of approximately $30.9 million as of September 30, 2022, and $29.4 million as of December 31, 2021. For the nine months ended September 30, 2022, and 2021 we incurred a net loss of approximately $1.5 million, and earned net income of $1.0 million, respectively. As of September 30, 2022, and December 31, 2021, our current liabilities exceed our current assets by approximately $8.8 million and $7.5 million, respectively. The primary reason for that working capital deficit increased from December 31, 2021, to September 30, 2022, is due to a net loss fiscal year 2022. The Company has limited common shares available for issue which may limit the ability to raise capital or settle debt through issuance of shares. These factors raise substantial doubt about the ability of the Company to continue to operate as a going concern for a period of at least one year after the date of the issuance of our interim unaudited financial statements for the period ended September 30, 2022. Realization of a major portion of our assets as of September 30, 2022, is dependent upon our continued operations. The Company is dependent on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable. In addition, we have undertaken a number of specific steps to continue to operate as a going concern. We continue to focus on developing organic growth in our operating companies, diversifying our service customer base and market concentrations and improving gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions, including discontinuing a line of business with insufficient margins. Critical to achieving profitability will be our ability to license and or sell, permit and operate through our joint ventures and licensees our CoronaLux™ waste destruction units. We have increased our business development focus to address opportunities identified in domestic markets attributable to increased federal and state emission control regulations and a growing demand for energy conservation and renewable energies. In addition, the Company is evaluating various forms of financing that may be available to it. There can be no assurance that the Company will secure additional financing for working capital on favorable terms or at all, increase revenues and achieve the desired result of net income and positive cash flow from operations in future years. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to report on a going concern basis. Results of Operations for the Three Months Ended September 30, 2022, and 2021 Total revenues were $1.1 million and $1.2 million for the three months ended September 30, 2022, and 2021, respectively. Our products segment revenue, which includes our environmental solutions segment, remained relatively flat with revenues of approximately $1.1 million for the three months ended September 30, 2021 and for the three months ended September, 2022. Our solid waste segment revenue decreased from approximately $0.1 million to $0 for the three months ended September 30, 2021 compared with the three months ended September 30, 2022. Operating expenses, which include cost of products, cost of solid waste, general and administrative (G&A) expenses, and salaries and related expenses, were approximately $1.5 million for the three months ended September 30, 2022, an increase of approximately $0.2 million from $1.2 million for the three months ended September 30, 2021. Product costs increased $0.2 million for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to increased job costs connected to our percent complete contracts, as percent complete contract activity has increased, and the increased costs for freight was material for the quarter. Salaries and related expenses increased to $0.3 million for the three months ended September 30, 2022 from $0.2 million for the three months ended September 30, 2021. General and administrative expenses were consistent at $0.2 million for the three months ended September 30, 2022, and 2021. Total non-operating expense, net was $0.2 million for the three months ended September 30, 2022, compared to non-operating income, net of approximately $1.5 million for the three months ended September 30, 2021. This decrease is due to a gain on abandonment of $1.5 million and gain on debt extinguishment of $0.2 million recognized in the three months ended September 30, 2021. 22 There is no provision for income taxes for both the three months ended September 30, 2022, and 2021, and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2022, and 2021. Loss from continuing operations was approximately $0.6 million for the three months ended September 30, 2022 compared to a gain from continuing operations of approximately $1.5 million for the three months ended September 30, 2021. The net loss attributable to SEER after deducting $10,700 for the non-controlling interest was $0.6 million for the three months ended September 30, 2022, as compared to a net income of $1.7 million, after adding back $251,000 in non-controlling interest and $425,900 income from discontinued operations, for the three months ended September 30, 2021. Results of Operations for the Nine Months Ended September 30, 2022, and 2021 Total revenues were $3.2 million and $2.9 million for the nine months ended September 30, 2022, and 2021, respectively. The increase of approximately $0.3 million or 9% in revenues comparing the nine months ended September 30, 2022, to the nine months ended September 30, 2021, is attributable to the increases in revenues from our products revenue, of our environmental solutions segment, which increased from approximately $2.7 million for the nine months ended September 30, 2021, to approximately $3.1 million for the nine months ended September 30, 2022, an increase of approximately $0.3 million or approximately 13%. Environmental solutions segment generated more revenue as activity increased in our construction contracts, due to the recovery from the slowdown in the economy attributable to the COVID-19 pandemic the prior year period. Operating expenses, which include cost of products, cost of solid waste, general and administrative (G&A) expenses, and salaries and related expenses, were approximately $4.3 million for the nine months ended September 30, 2022, an increase of approximately $0.9 million from $3.3 million for the nine months ended September 30, 2021. Product costs increased $0.6 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to increased job costs connected to our percent complete contracts, as percent complete contract activity has increased, and the increased costs for freight was material for the first half of the fiscal year. Salaries and related expenses increased from $0.6 million for the nine months ended September 30, 2021, to approximately $1.0 million for the nine months ended September 30, 2022. The prior year period included ERTC Tax credits, reducing the amount of payroll taxes during the period. General and administrative expenses were consistent at $0.8 million for the nine months ended September 30, 2022, and 2021. Total non-operating expense, net was $0.4 million for the nine months ended September 30, 2022, compared to non-operating income of $1.1 million for the nine months ended September 30, 2021. During the nine months ended September 30, 2022, the Company recorded $0.1 million in gain on debt extinguishment, which resulted from the forgiveness of the Company’s PPP Loans from the US Treasury. There is no provision for income taxes for both the nine months ended September 30, 2022, and 2021 and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2022, and 2021. Loss from continuing operations was approximately $1.5 million, for the nine months ended September 30, 2022 compared to income of $0.7 million for the nine months ended September 30, 2021. The net income attributable to SEER after adding back $33,000 for the non-controlling interest was $1.5 million for the nine months ended September 30, 2022, as compared to a net income of $0.8 million, after adding back $210,000 in non-controlling interest and deducting $292,100 loss from discontinued operations, for the nine months ended September 30, 2021. 23 Results of Discontinued Operations for the Nine months ended September 30, 2022, and 2021 As of September 1, 2021, the Company abandoned its REGS subsidiary. All revenue and expenses of our REGS subsidiary for 2021 are classified as discontinued operations. For the nine months ended September 30, 2022 2021 Services revenue $ - $ 177,200 Services costs - (314,900 ) General and administrative expenses - (40,800 ) Salaries and related expenses - (150,800 ) Other income - 210,800 Gain on debt extinguishment - 410,600 Total expenses - 114,900 Operating income - 292,100 Income tax benefit - - Total income from discontinued operations $ - $ 292,100 There is no provision for income taxes for both the nine months ended September 30, 2022, and 2021, due to our net loss carryforwards and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2022, and 2021. Changes in Cash Flow Operating Activities The Company had net cash used by operating activities for the nine months ended September 30, 2022, and 2021 of $0.9 million and $1.4 million, respectively. Cash used by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in operating assets and liabilities. Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation expense, provision for bad debt, non-cash interest expense, gain on debt extinguishment, and gain on extinguishment of debt. Net income decreased from the nine months ended September 30, 2021, of approximately $1.0 million, to a net loss of $1.5 million for the nine months ended September 30, 2022. Non-cash adjustments were nominal for the nine months ended September 30, 2022, compared to net non-cash adjustments of $2.1 million for the nine months ended September 30, 2021. In addition to the non-cash adjustments to net income, changes in assets and liabilities include: a) changes in accounts payable, accrued liabilities, and customer deposits provided $893,900 during the nine months ended September 30, 2022, compared to providing $105,700 during the same period in 2021, a net increase in cash provided of approximately $0.8 million, b) changes in accounts receivable used approximately $351,100 in the nine months ended September, 30, 2022, compared to using $158,700 in the same period in 2021, a net decrease in cash of approximately $192,400, c) changes in contract liabilities used $5,500 in the nine months ended September 30, 2022, compared to using $96,800 in the same period in 2021, a net increase in cash provided of approximately $0.1 million, d) changes in contract assets used $72,800 in the nine months ended September 30, 2022, compared to using $116,900 during the same period in 2021, a net increase in cash provided of approximately $44,100. Investing activities Net cash used by investing activities was $31,800 for the nine months ended September 30, 2022, compared to providing $189,100 of cash for the nine months ended September 30, 2021. The purchase of property and equipment was $31,800 for the nine months ended September 30, 2022, and $3,000 for the nine months ended September 30, 2021. The proceeds from sale of fixed assets totaled $192,100 for the nine months ended September 30, 2021, while $0 for the nine months ended September 30, 2022. 24 Financing Activities Net cash provided by financing activities was approximately $0.8 million for the nine months ended September 30, 2022, compared with providing $1.3 million for the nine months ended September 30, 2021. The net of proceeds and payments related to debt accounted for the difference, providing approximately $0.8 million in the nine months ended September 30, 2022, compared to approximately $1.2 million in the nine months ended September 30, 2021, and the net proceeds related to paycheck protection program of approximately $0.1 in the nine months ended September 30, 2021. Critical Accounting Policies, Judgments and Estimates Use of Estimates The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of intangible assets; valuation allowances and reserves for receivables, inventory and deferred income taxes; revenue recognition related to contracts accounted for under the percentage of completion method; share-based compensation; and loss contingencies, including those related to litigation. Actual results could differ from those estimates. Accounts Receivable and Concentration of Credit Risk Accounts receivable are recorded at the invoiced amounts less an allowance for doubtful accounts and do not bear interest. The allowance for doubtful accounts is based on our estimate of the amount of probable credit losses in our accounts receivable. We determine the allowance for doubtful accounts based upon an aging of accounts receivable, historical experience and management judgment. Accounts receivable balances are reviewed individually for collectability, and balances are charged off against the allowance when we determine that the potential for recovery is remote. An allowance for doubtful accounts of approximately $19,800 and $0 has been reserved as of September 30, 2022, and December 31, 2021, respectively. Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable. Our customers operate primarily in the biogas generating and wastewater treatment industries in the United States. Accordingly, we are affected by the economic conditions in these industries as well as general economic conditions in the United States. To limit credit risk, management periodically reviews and evaluates the financial condition of its customers and maintains an allowance for doubtful accounts. As of September 30, 2022, and December 31, 2021, we do not believe that we have significant credit risk. Fair Value of Financial Instruments The carrying amounts of our financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value due to their short-term maturities. We believe that the carrying value of notes payable with third parties, including their current portion, approximate their fair value, as those instruments carry market interest rates based on our current financial condition and liquidity. We believe the amounts due to related parties also approximate their fair value, as their carried interest rates are consistent with those of our notes payable with third parties. Long-lived Assets The Company evaluates the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. No impairments were determined as of September 30, 2022. 25 Revenue Recognition Revenue is recognized under FASB guidelines, which requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings with the Securities and Exchange Commission (SEC) are recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the end of the period covered by this report, and under the supervision and with the participation of our management, including our Chief Executive Officer and the person performing the similar function as Chief Financial Officer, we evaluated the effectiveness of the design and operation of these disclosure controls and procedures. Based on this evaluation and subject to the foregoing, our Chief Executive Officer and Acting Chief Financial Officer concluded that our disclosure controls and procedures were not effective. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. 26 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. We carried out an assessment, under the supervision and with the participation of our management, including our CEO and Acting CFO, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 30, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013) . Based on that assessment and on those criteria, our CEO and Acting CFO concluded that our internal control over financial reporting was not effective as of September 30, 2022. The principal basis for this conclusion is (i) failure to engage sufficient resources regarding our accounting and reporting obligations during our startup and (ii) failure to fully document our internal control policies and procedures. This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management’s report in this quarterly report. The Company’s management, including the Company’s CEO and Acting CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting There were no significant changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings Not Applicable. ITEM 1A. Risk Factors Please review our report on Form 10-K Part 1, Item 1A for a complete statement of “Risk Factors” that pertain to our business. ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. 27 ITEM 3. DEFAULTS UPON SENIOR SECURITIES The $500,000 secured short-term note issued on February 1, 2019, was past due as of September 30, 2022. We have accrued 100,000 shares of Company stock per month, recorded as interest, as penalty shares per agreement with the lender, until paid, through December 31, 2020, in accordance with a verbal agreement with the lender. No further share accrual is being made. A total of 1,850,000 penalty shares are accrued, and due on demand, in accordance with this borrowing. Unpaid interest is approximately $30,000 as of the date of this report. The $100,000 secured short-term note issued on July 2, 2019, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 12% per annum, which is a total of approximately $36,000 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. The $150,000 secured short-term note issued on July 18, 2019, was past due as of September 30, 2022. We have accrued 15,000 shares of Company stock per month, which increased to 30,000 shares of common stock per month beginning March 16, 2020, recorded as interest, as penalty shares per agreement with the lender, until paid, through December 31, 2020, in accordance with a verbal agreement with the lender. A total of 360,000 penalty shares are accrued and due on demand, in accordance with this borrowing. Unpaid interest is approximately $10,000 as of the date of this report. The $300,000 secured short-term note issued on October 17, 2019, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 15% per annum, which is a total of approximately $133,000 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. The $450,000 secured short-term note issued on December 14, 2019, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 15% per annum, which is a total of approximately $188,300 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. The $100,000 secured short-term note issued on March 16, 2020, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 14% per annum, which is a total of approximately $36,000 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. The $50,000 secured short-term note issued on March 17, 2020, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 14% per annum, which is a total of approximately $17,800 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. 28 The $220,000 secured short-term note issued on July 8, 2020, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 15% per annum, which is a total of approximately $73,600 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. The $120,000 secured short-term note issued on August 18, 2020, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 15% per annum, which is a total of approximately $38,000 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. The $280,000 secured short-term note issued on September 3, 2020, was past due as of September 30, 2022. We are continuing to accrue interest at the stated rate of 15% per annum, which is a total of approximately $87,100 as of the date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS EXHIBIT INDEX 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1** Certification of Principal Executive Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS*** Inline XBRL Instance Document 101.SCH*** Inline XBRL Taxonomy Extension Schema Document 101.CAL*** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF*** Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*** Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE*** Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** This 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. *** Pursuant 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. 29 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 21, 2022 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. By /s/ J. John Combs III J. John Combs III Chief Executive Officer with Responsibility to sign on behalf of Registrant as a duly authorized officer and principal executive officer By /s/ George Smith George Smith Interim Chief Financial Officer with responsibility to sign on behalf of Registrant as a duly authorized officer and principal financial officer 30