What changed in this filing

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Item 9A. Controls and Procedures

2023-04-14 compared with 2022-04-15 · 1413 added, 129 removed, 254 unchanged (86% of the section changed)

19 unchanged sentences

assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment,

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

the Treadway Commission (COSO).

In making this assessment, management

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

Commission (COSO).

on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2022, our internal

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He also serves as General Counsel.

Before joining the Company,

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

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

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

Samuelian, in Los Angeles from 1983 to 1987.

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

and business litigation.

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

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

For the past five years

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

Before joining the Company, he owned and operated the law firm of Combs & Associates

from 1989 to 2003.

Prior to that he was an associate in the law firm of Berman & Blanchard in Los Angeles from 1987 to 1989, and

an associate in the law firm of Parker, Milliken, Clark, O’hara & Samuelian, in Los Angeles from 1983 to 1987.

His experience

in private practice has included corporate maintenance, international finance, and business litigation.

Over the last 30 years he has

served as an officer and director of various sized corporations, both public and private, and was a Director and Officer of Armada Water

Assets, Inc until his resignation in September 2014.

For the past five years Mr.

Combs has not served as a director of a public company,

other than SEER.

He received his B.A.

from the University of Colorado, with

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

Combs was chosen as a Director because of his leadership

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

and other experience as a practicing attorney.

from the University of Colorado, with honors, and a J uris Doctorate from Duke University

School of Law in 1983.

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

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

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

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of impressive ‘wins’ resulting from his ability to grow relationships and revenues across all markets, while increasing value

Knopik, Interim Chief Financial Officer.

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

Smith, Interim Chief Financial Officer.

Smith joined the Company in October 2022 as a consultant in the role of Interim

Chief Financial Officer.

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

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

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

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

Knopik also began his career at KPMG, LLLP.

Knopik received

degree in Accounting from the Montana State University.

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

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

Smith also began his career at Ernst and Young,

Smith received an Masters in Business Administration and a B.B.A degree in Accounting from the Sam Houston State University.

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

43 unchanged sentences

31, 2022, and 2021.

or Option Awards

Incentive Plan Compensation ($)

Stock Awards ($)

Warrants or Option Awards

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

Other Compensation ($)

All Other Compensation ($)

John Combs III

Execurive Officer, President and Secretary

Execurive Officer, Paragon Waste Systems (2)

Business Development, MV Technologies (3)

table is on an accrual basis.

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

Combs are approximately $0 and

$12,200, respectively.

table is on an accrual basis.

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

Villamagna are approximately $48,100

and $15,700, respectively.

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

Chief Execurive Officer, President and Secretary

VP Business Development, MV Technologies

are no employment agreements or contracts with any named executive officers.

2 unchanged sentences

Equity Awards at Fiscal Year-End 2021

Number of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Exercisable

Underlying Unexercised

Options (#) Unexercisable

Option Exercise

Option Expiration

Christopher H.

1 unchanged sentence

September 2019, Mr.

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

The options vested quarterly

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

The options vest quarterly

over 2 years, becoming fully vested on September 1, 2021.

2 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth as of March 31, 2022, certain information regarding beneficial ownership of our common stock by:

following table sets forth as of April 13, 2023, certain information regarding beneficial ownership of our common stock by:

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

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

and address of beneficial owners

of shares beneficially owned (1)

John Combs, III

Name and address of beneficial owners

Number of shares beneficially owned (1)

Percentage of class

Joseph John Combs, III

3,606,315 (2)

President, Secretary

CEO, President, Secretary

370 Interlocken Blvd., Ste 680

3,925,316 (3)

Broomfield, CO 80021

Christopher H.

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

1,000,000 (3)

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Fortunato Villamagna

President - PWS

370 Interlocken Blvd., Ste 680

Chief Financial Officer

Broomfield, CO 80021

Interim Chief Financial Officer

370 Interlocken Blvd., Ste 680

Investments, Ltd.

Broomfield, CO 80021

LPD Investments, Ltd.

6,290,832 (4)

25025 145 North, Ste 410

Woodlands, TX 77380

The Woodlands, TX 77380

6,010,000 (5)

10050 Brandley Drive

Cupertino, CA 95014

1814 Larchmont Ct

Lafayette, CO 80026

3,500,000 (6)

10050 Brandley Drive

Officers and Directors as a Group (4 persons)

Cupertino, CA 95014

All Officers and Directors as a Group (4 persons)

* Represents less than 1%

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

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of 3,606,315 shares owned by Mr.

of 100,000 shares owned by M.

Cardillo, 3,825,316 shares owned by Cardillo Enterprises, Inc from which Mr.

Cardillo has beneficial

of options to purchase 500,000 shares of common stock, which were exercisable as of the date of this report, and shares becoming

of options to purchase 1,000,000 shares of common stock, which were excersiable as of the date of this report, and shares becoming

vested within 60 days of this report.

of 5,140,832 shares according to Form 13G filed on August 29, 2014, 200,000 shares of common stock issued in August 2017 related

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

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

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

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

of 3,800,000 shares owned by Mr.

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

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

Clyde Berg, and 2,210,000 shares which are issuable as of December 31, 2021, related to penalty

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

of 400,000 shares owned by Mr.

1 unchanged sentence

Berg has beneficial

ownership, warrants to purchase 100,000 shares of common stock issued on August 27, 2015 which are currently exercisable, and 200,000

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

ownership, 125,000 shares issuable related to a short-term note issued July 8, 2020, and 575,000 shares which are issuable as of

December 31, 2021, related to long term debt issued in July 2018.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

2 unchanged sentences

payable, related parties and accrued interest due to certain related parties as of December 31, 2021, and 2020 are as follows:

short term note payable dated August 21, 2019 with principal and interest due 60 days from issuance.

The note requires a one-time

fee in the amount of $500 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $50 shall

be due and owing accruing on the first day of the week, after which the fee is $75 per week, which is recorded as interest expense.

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

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

interest expense of $2,400.

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

The outstanding principal and interest under this

note as of December 31, 2021 is $0.

short term note payable dated August 21, 2019 with principal and interest due 60 days from issuance.

The note requires a one-time

fee in the amount of $4,150 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $415

shall be due and owing accruing on the first day of the week, after which the fee is $600 per week, which is recorded as interest

Secured short term note payable dated August 21, 2019 with principal and interest due 60 days from issuance.

The note requires a one-time fee in the amount of $4,150 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $415 shall be due and owing accruing on the first day of the week, after which the fee is $600 per week, which is recorded as interest expense.

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

For the year ended December 31,

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

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

The outstanding

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

short term note payable dated October 7, 2019 with principal and interest due 60 days from issuance.

The note requires a one-time

fee in the amount of $500 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $50 shall

be due and owing accruing on the first day of the week, after which the fee is $75 per week, which is recorded as interest expense.

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

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

interest expense of $2,400.

For the year ended December 31, 2021, the Company recorded interest expense of $28,800.

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

The outstanding principal and interest

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

short-term notes - related party

Total short-term notes - related party

Accrued Interest

Approval or Ratification of Transactions with Related Persons

4 unchanged sentences

the years ended December 31, 2022, and 2021:

Audit-Related

Audit-Related Fees

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

10 unchanged sentences

Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2021 and 2020

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

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

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

Notes to Consolidated Financial Statements

Articles of Incorporation, dated February 13, 2002 (1)

Amendment to the Articles of Incorporation, dated December 19, 2007, changing the name and effecting a reverse stock split (1)

Bylaws of the corporation, effective February 13, 2002 (1)

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the Years Ended December 31, 2022 and 2021

Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

to Consolidated Financial Statements

of Incorporation, dated February 13, 2002 (1)

to the Articles of Incorporation, dated December 19, 2007, changing the name and effecting a reverse stock split (1)

of the corporation, effective February 13, 2002 (1)

Convertible Note and Note Agreement of the Corporation, issued February 14, 2012 (2)

Form of Warrant, having a 3-year life with $0.50 exercise price (1)

Form of Warrant, having a 5-year life with $0.50 exercise price (1)

Agreement for acquisition of MV, dated June 13, 2008 (1)

Agreement for acquisition of intellectual property from Black Stone Management Services, LLC, dated August 10, 2011 (1)

Agreement for Merger with Satellite Organizing Solutions, Inc.

Consulting Agreement between the Company and Monty R.

of Warrant, having a 3-year life with $0.50 exercise price (1)

of Warrant, having a 5-year life with $0.50 exercise price (1)

for acquisition of MV, dated June 13, 2008 (1)

for acquisition of intellectual property from Black Stone Management Services, LLC, dated August 10, 2011 (1)

for Merger with Satellite Organizing Solutions, Inc.

Agreement between the Company and Monty R.

Lamirato, dated October 8, 2013 (3)

Irrevocable License and Royalty Agreement between the Company and Paragon Waste Solutions, LLC, dated March 21, 2012 (3)

Code of Ethics (1)

Subsidiaries of Registrant (1)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

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

Certification of Principal Financial Officer pursuant to 18 U.S.C.

License and Royalty Agreement between the Company and Paragon Waste Solutions, LLC, dated March 21, 2012 (3)

of Ethics (1)

of Registrant (1)

Certification

of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

Certification

of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

Certification

of Principal Executive Officer ) pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

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

Financial Statements

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

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

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of the Board of Directors

April 13, 2023

John Combs III

Christopher Scott Yenzer

April 13, 2023

Christopher Dieterich

April 13, 2023

99.1 Financial Statements

Audited Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the Years Ended December 31, 2022 and 2021

Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Strategic Environmental & Energy Resources, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Strategic Environmental & Energy Resources, Inc.

and subsidiaries (the

“Company”) as of December 31, 2022 and 2021 and the related consolidated statements of operations, stockholders’ deficit,

and cash flows for each of the two years in the period ended December 31, 2022 and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years

in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1, the Company has (i) incurred significant losses since inception, (ii) has an accumulated deficit of approximately $32.0 million as

of December 31, 2022 and (iii) needs to raise substantial amounts of additional funds to meet its obligations as well as afford it time

to develop profitable operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

LJ Soldinger Associates, LLC

have served as the Company’s auditor since 2013.

Audit ID # 318

ENVIRONMENTAL & ENERGY RESOURCES, INC.

BALANCE SHEETS

Current Assets

Cash and cash

Accounts receivable, net

of allowance for doubtful accounts of $ 179,000 and $ 0 , respectively

Contract assets

expenses and other current assets

Total Current Assets

Property and equipment, net

Intangible Assets, net

Right of use assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable

Accrued liabilities

Contract liabilities

Paycheck protection program

Short term notes

Short term notes and accrued

interest - related party

Convertible notes

Current portion of long

portion of lease liabilities

Total Current Liabilities

Lease liabilities net of current portion

Long term debt, net of current portion

Total Liabilities

Commitments and contingencies

Stockholders’ deficit

Preferred stock;

$ .001 par value;

shares authorized;

- 0 - shares issued

Common stock;

$ .001 par value;

shares authorized;

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

Common stock issuable

Additional paid-in capital

Stock Subscription receivable

( 32,005,100 )

( 29,364,800 )

stockholders’ deficit

( 8,966,200 )

( 6,325,900 )

Non-controlling

( 1,941,800 )

( 1,870,600 )

( 10,908,000 )

( 8,196,500 )

TOTAL LIABILITIES AND

STOCKHOLDERS’ DEFICIT

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

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

STATEMENTS OF OPERATIONS

The Years Ended December 31,

Operating expenses:

Products costs

Solid waste costs

General and administrative

and related expenses

Impairment - Intangibles

Impairment - Goodwill

operating expenses

Loss from operations

( 2,079,500 )

Other income (expense):

Interest expense

Gain on abandonment

Gain on debt extinguishment

non-operating expense, net

Income (loss) from continuing operations

( 2,711,500 )

Income from discontinued

operations, net of tax

Net lncome (loss)

( 2,711,500 )

Net income (loss)

attributable to non-controlling interest

Net income (loss) attributable to SEER common

$ ( 2,640,300 )

Basic earnings per share attributable to SEER

common stockholders

Loss from continuing operations, per share

Income from discontinued

operations, per share

Net income (loss) per share, basic

Fully diluted earnings per share attributable

to SEER common stockholders

Loss from continuing operations, per share

Income from discontinued

operations, per share

Net income (loss) per share, basic

Weighted average shares outstanding – basic

Weighted average shares outstanding –

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

Stock Subscription

Non-controller

Stockholders’

at December 31, 2020

Stock-based compensation

Balances at December

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

STATEMENT OF CASH FLOWS

the year ended December 31,

Cash flows from operating

Loss from continuing

$ ( 2,711,500 )

from discontinued operations

Net income (loss)

( 2,711,500 )

Adjustments to reconcile net loss to net cash

provided by operating activities:

Depreciation and amortization

Stock-based compensation

Gain on abandoment of subsidiary

( 1,458,000 )

Non-cash expense for interest,

accretion of debt discount

Gain on debt distinguishment

Loss/(Gain) on disposition

Impairment Loss

Changes in operating assets and liabilities:

Accounts receivable

Contract assets

Prepaid expenses and other

Accounts payable, accrued

liabilities, and customer deposits

Contract liabilities

Net cash used in operating

( 1,024,000 )

( 1,547,500 )

Cash flows from investing activities:

Purchase of property and

from the sale of fixed assets

Net cash (used in)

provided by investing activities

Cash flows from financing activities:

Payments of notes

Payments of short-term

notes - related party

Proceeds from short-term

notes and accrued interest - related party

Proceeds from short-term

and long-term debt

from paycheck protection program

Net cash provided by

financing activities

Net increase (decrease) in cash

at the beginning of period

at the end of period

Supplemental disclosures

of cash flow information:

paid for interest

Cash paid for income taxes

of prepaid insurance premiums

repayment of debt

purcahse of equipment

payment of interest

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

to Consolidated Financial Statements

1 - ORGANIZATION AND FINANCIAL CONDITION

and Going Concern

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”), is 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 on September 1, 2021, all operations are included in discontinued operations (See Note 14).

three majority-owned subsidiaries are 1) Paragon Waste Solutions, LLC (“PWS”), 2) PelleChar, LLC

(“PelleChar”), and 3) Benefules, LLC (“Benefuels”).

PWS is currently owned 54 %

by SEER, PelleChar is owned 51 %

by SEER, and Benefuels is owned 85 % by SEER.

Benefuels, focuses specifically on treating biogas for conversion to pipeline quality gas and/or compressed natural gas (“CNG”) for fleet vehicle fuel.

Benefuels had minimal operations during the years ended December 31, 2022 and 2021.

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, this 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

In July 2022, the Company exchanged its patents and related technology, to its joint venture, Paragon Southwest Medical Waste (“PSMW”), in exchange for units in PSMW (See Note 9.)

was established in September 2018 and is owned 51 %

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.

of Consolidation

accompanying consolidated financial statements include the accounts of SEER, its wholly owned subsidiaries, SEM, and MV, 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.

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

of approximately $ 32.0 million

as of December 31, 2022, and for the year ended December 31, 2022, we incurred a net loss from continuing operations of approximately

$ 2.7 million.

As of December 31, 2022, our current liabilities exceeded our current assets by approximately $ 9.6

These factors raise substantial doubt

about the ability of the Company to continue to operate as a going concern.

of a major portion of the Company’s assets as of December 31, 2022, is dependent upon continued operations.

The Company is

dependent on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

the year ended December 31, 2022, the Company raised approximately $ 1.0 million

from the issuance of short-term and long-term debt, offset by payments of principal on short term notes of $ 0.1 million,

for a net cash provided by financing activities of approximately $ 0.9 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.

Critical to achieving profitability will be the ability to license and or sell, permit and operate though the

Company’s joint ventures.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 forecasted

cash flows used in the impairment testing of goodwill and intangible assets.

The carrying amount of intangible assets;

valuation allowances

and reserves for receivables;

revenue recognition related to contracts accounted for under the percentage of completion method;

Company’s ability to continue as a going concern.

Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made in 2021 consolidated

financial statements to conform to the 2022 presentation.

These reclassifications have no effect on net income for the year ended December

and Cash Equivalents

consider all highly liquid debt investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.

Periodically, we maintain deposits in financial institutions in excess of federally insured limits.

The Company has not experienced any

losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

As of December 31,

2022, and 2021, we did not hold any assets that would be deemed to be cash equivalents.

Receivable and Concentration of Credit Risk

receivable are recorded at the invoiced amounts less an allowance for doubtful accounts.

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 periodically

reviewed for collectability, and balances are charged off against the allowance when we determine that the potential for recovery is

An allowance for doubtful accounts of approximately $ 179,000

had been reserved as of December 31, 2022, and

2021, respectively.

are exposed to credit risk in the normal course of business, primarily related to accounts receivable.

Our customers operate primarily

in the oil production and refining, biogas generating landfill and wastewater treatment industries in the United States.

we are affected by the economic conditions in these industries as well as general economic conditions in the United States.

credit risk, management periodically reviews and evaluates the financial condition of its customers and maintains an allowance for doubtful

of December 31, 2022, we had four customers who comprised 10% or more of our accounts receivable and had a balance of approximately $ 461,700 .

As of December 31, 2021, we had three customers who comprised 10% or more of our accounts receivable and had a balance of approximately

the year ended December 31, 2022, we had two customers who each had sales in excess of 10% of our revenue and they represented approximately

of total revenue.

For the year ended December 31, 2021, we had three customers who each had sales in excess of 10% of our revenue and

they represented approximately 36 %

of total revenue.

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

amounts at December 31:

Finished goods

Work in process

Raw materials

Inventory, net

Concentration

Company has purchases from three vendors in 2022 and one vendor in 2021, each comprising more that 10% of total purchases.

does not believe it is substantially dependent upon nor exposed to any significant concentration risk related to purchases from any single

Value of Financial Instruments

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.

Receivables and payables, due to short term nature, approximate their fair values.

defined in authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in

an orderly transaction between market participants at the measurement date (“exit price”).

To estimate fair value, the Company

utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about

risk and risks inherent in the inputs to the valuation technique.

These inputs can be readily observable, market corroborated or generally

unobservable.

authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements)

and the lowest priority to unobservable inputs (“Level 3” measurements).

The three levels of the fair value hierarchy are

1 - Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

2 - Other inputs that are observable, directly or indirectly, such as quoted prices in markets that are not active, or inputs which are

observable, either directly or indirectly, for substantially the full term of the asset or liability.

3 - Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market

participants would price the assets and liabilities.

instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input

that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular

input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

and Equipment

and equipment are recorded at cost less accumulated depreciation.

Expenditures for replacements, renewals and betterments are capitalized.

Repairs and maintenance costs are expensed as incurred.

is calculated using the straight-line method over the estimated useful lives of the assets of generally five to seven years for equipment,

five to ten years for vehicles and three years for computer related assets.

Assets are depreciated starting at the time they are placed

into service.

A portion of depreciation expense is charged to cost of product revenue on the consolidated statement of operations.

improvements are amortized using the straight-line method over the shorter of the lease term (including reasonably assured renewal periods),

which range from three to seven years, or their estimated useful life.

and Intangible Assets

Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where

the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows.

assets are reviewed for impairment on an interim basis when certain events or circumstances exist.

For amortizable intangible assets,

impairment exists when the carrying amount of the intangible asset exceeds its fair value.

At least annually, the remaining useful life

is evaluated.

intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events

or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.

exists when the carrying amount exceeds its fair value.

In testing for impairment, the Company has the option to first perform a qualitative

assessment to determine whether it is more likely than not that an impairment exists.

If it is determined that it is not more likely

than not that an impairment exists, a quantitative impairment test is not necessary.

If the Company concludes otherwise, it is required

to perform a quantitative impairment test.

To the extent an impairment loss is recognized, the loss establishes the new cost basis of

the asset that is amortized over the remaining useful life of that asset, if any.

Subsequent reversal of impairment losses is not permitted.

represents the excess of purchase price of acquired businesses over the fair value of the assets acquired and liabilities assumed.

is allocated to the reporting unit in which the business that created the goodwill resides.

The Company evaluates the recoverability

of goodwill annually;

however, we could be required to evaluate the recoverability of goodwill more often if impairment indicators exist.

2022, we early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment ,

which eliminates the two-step goodwill impairment process.

Goodwill is first qualitatively assessed to determine whether further impairment

testing is necessary.

Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations,

overall financial performance (both current and projected), changes in management and strategy, and changes in the composition or carrying

amount of net assets.

If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit

is less than its carrying amount, a one-step test is then performed by comparing the fair value of a reporting unit to its carrying amount.

If the fair value of a reporting unit is less than its carrying value, an impairment charge will be recorded for the difference between

the fair value and carrying value, but is limited to the carrying value of the reporting unit’s goodwill.

An impairment loss was

charged to goodwill in the amount of $ 277,800 for the year ended December 31, 2022.

No impairment was recorded for the year ended December

of Long-lived Assets

evaluate 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.

Further testing of specific assets or grouping of assets is required when undiscounted

future cash flows associated with the assets is less than their carrying amounts.

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.

We recorded no impairment of long-lived assets for the year ended December 31,

May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance,

including industry-specific guidance.

The underlying principle of the guidance is to recognize revenue to depict the transfer of goods

or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services.

The new guidance

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.

account for stock-based awards at fair value on the date of grant and recognize compensation over the service period that they are expected

We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model.

The estimated

value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is

recognized as expense over the requisite service periods.

The estimate of stock awards that will ultimately vest requires judgment, and

to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for using the simplified method

to estimate the expected term of the option and recorded in the period that estimates are revised.

and Development

and development (“R&D”) costs are charged to expense as incurred and are included in selling, general and administrative

costs in the accompanying consolidated statement of operations.

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 the years ended

December 31, 2022, and 2021.

R & D expenses are included in general and administrative expenses, when incurred.

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.

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 years ended December 31, 2022, and 2021 the Company recognized no adjustments for uncertain tax positions.

Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

No interest and penalties related

to uncertain tax positions were recognized at December 31, 2022 and 2021.

The Company expects no material changes to unrecognized tax

positions within the next twelve months.

Company has filed federal and state tax returns through December 31, 2021.

The tax periods for the years ending December 31, 2019, through

2022 are open to examination by federal and state authorities.

issued accounting pronouncements

to accounting principles generally accepted in the United States of America (U.S.

GAAP) are established by the Financial Accounting Standards

Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification.

considers the applicability and impact of all new or revised ASU’s.

March 2020, the FASB issued ASU No.

2020 - 04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference

Rate Reform on Financial Reporting .

ASU 2020 - 04 provides optional expedient and exceptions for applying generally accepted

accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria

In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the

London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate

reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation.

The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference

rates that are expected to be discontinued.

In January 2021, the FASB issued ASU 2021 - 01, Reference Rate Reform — Scope ,

which clarified the scope and application of the original guidance.

In December 2022, the FASB issued ASU 2022 - 06, Reference

Rate Reform — Deferral of the Sunset Date of Topic 848 .

This update extends the sunset provision of ASU 2020 - 04

to December 31, 2024.

The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting

June 2016, the FASB issued ASU No.

2016 - 13, Financial Instruments – Credit Losses (Topic 326):

of Credit Losses on Financial Instruments .

ASU 2016 - 13 requires companies to measure credit losses utilizing a methodology

that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform

credit loss estimates.

For companies that qualified as Smaller Reporting Companies as defined by the SEC as of November 19, 2019,

ASU 2016 - 13 is effective for fiscal years beginning after December 15, 2023, including interim periods within

those fiscal years.

The Company is evaluating the impact of the guidance on its financial statements.

revenue is generated from contracts with customers, for the design and manufacturing of odor and emission control solutions.

estimated revenue includes all of the following:

(1) the basic contract price, (2) contract options, and (3) change orders and is recognized as the contract progresses and costs are incurred.

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, we found no significant change in the manner we recognize

product revenue.

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.

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.

revenue also includes media sales which are recognized as the product is shipped to the customer for use.

Disaggregation

SCHEDULE OF DISAGGREGATION OF REVENUE

Environmental

ended December 31, 2022

Environmental

Sources of Revenue

Product sales

Management fees

Environmental

ended December 31, 2021

Environmental

Sources of Revenue

Product sales

Licensing fees

Operating fees

Management fees

(1) Includes $ 177,200

of revenue included in discontinued operations

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

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.

opening and closing balances of the Company’s accounts receivables, contract assets, and contract liabilities (current and non-current)

are as follows:

SCHEDULE OF CONTRACT BALANCES

(non-current)

Balance as of December 31, 2022

Balance as of December 31, 2021

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.

Deferred revenue is recorded when cash payments are received or due in advance of the Company’s performance,

including amounts that are refundable.

Performance Obligations

of December 31, 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 %

over the next 12 months.

Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected term of one year

or less and (ii) contracts for which the Company recognizes revenue at the amounts to which it has the right to invoice for services

4 - PROPERTY AND EQUIPMENT

and equipment was comprised of the following:

OF PROPERTY PLANT AND EQUIPMENT

Field and shop equipment

Waste destruction equipment, placed in service

Furniture and office equipment

Leasehold improvements

Building and improvements

Property and equipment, gross

accumulated depreciation

and amortization

( 1,308,700 )

and equipment, net

expense for the years ended December 31, 2022, and 2021 was $ 70,900

and $ 105,900 ,

respectively.

For the year ended December 31, 2022, and 2021, depreciation expense included in cost of goods sold was $ 59,900

and $ 80,200 ,

respectively.

For the year ended December 31, 2022, and 2021 depreciation expense included in selling, general and administrative expenses

and $ 25,700 ,

respectively.

Company evaluated its fixed assets for impairment, and determined that no impairment charges were incurred in fiscal years ended December

31, 2022 and 2021.

5 – INTANGIBLE ASSETS

assets were comprised of the following:

OF INTANGIBLE ASSETS

carrying amount

carrying value

$ ( 277,800 )

Customer list

$ ( 910,700 )

$ ( 319,700 )

carrying amount

carrying value

Customer list

$ ( 977,800 )

estimated useful lives of the intangible assets range from seven

Amortization expense, included in selling,

general and administrative expenses in the accompanying consolidated statements of operations, was $ 19,900

for the years ended December 31, 2022, and 2021,

respectively.

As of December 31, 2022, the Company qualitatively

assessed whether it is more likely than not that the fair value of the SEER Environmental Materials reporting unit was less than its carrying

In 2022, SEM became aware of quality issues concerning its inventory production process and determined that as of December 31,

2022 it was more likely than not that the carrying value of the SEER Environmental Materials reporting unit exceeded its estimated fair

Accordingly, the Company performed an impairment analysis as of December 31, 2022 using the income approach.

This analysis generally

requires management to make significant estimates and assumptions related to forecasts of future revenues, operating margins, and discount

Pursuant to Accounting Standard Update (“ASU”) 2017-04, the Company recorded an impairment of goodwill of approximately

$ 277,800 for the year ended December 31, 2022.

No impairment of goodwill was recorded for the year ended December 31, 2021.

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.

operating leases are included in “Right of use assets” on the Company’s December 31, 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 December 31, 2022, Consolidated Balance Sheets.

As of December 31, 2022, total right-of-use

assets were approximately $ 249,700 ,

and operating lease liabilities were approximately $ 280,500

respectively .

All operating lease expense is

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

In the year ended December 31, 2022, the Company recognized approximately

operating lease costs for right-of-use assets.

the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present

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.

related to the Company’s right-of-use assets and related lease liabilities were as follows:

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

Cash paid for operating lease liabilities

Right-of-use assets obtained in exchange for

new operating lease obligations

Weighted-average remaining lease term

Weighted-average discount rate

of lease liabilities as of September 30, 2022 were as follows:

OF MATURITIES OF LEASE LIABILITIES

Lease liabilities

Less imputed interest

Total lease liabilities

Current operating lease liabilities

Non-current operating

lease liabilities

Total lease liabilities

7 - ACCRUED LIABILITIES

liabilities were comprised of the following:

OF ACCRUED LIABILITIES

Accrued compensation and related

Accrued interest

Accrued settlement/litigation claims

Warranty and defect claims

Total Accrued Liabilities

8 - UNCOMPLETED CONTRACTS

estimated earnings and billings on uncompleted contracts are as follows:

OF UNCOMPLETED CONTRACTS

Revenue recognized

billings to date

Contract assets

Billings to date

Revenue recognized

( 2,313,400 )

( 1,052,400 )

Contract liabilities

9 – INVESTMENT IN PARAGON WASTE SOLUTIONS LLC

Waste Solutions LLC

2010, the Company and Black Stone Management Services, LLC (“Black Stone”) formed PWS, whereby a total of 1,000,000

membership units were issued, 600,000

membership units to the Company and 400,000

membership units to Black Stone.

Fortunato Villamagna,

who serves as President of our PWS subsidiary, is a managing member and Chairman of Black Stone.

In June 2012, the Company and Blackstone

each allocated 10 %

of their respective membership units in PWS to Mr.

J John Combs III, an officer and shareholder of the Company and Mr.

Michael Cardillo,

a shareholder of the Company and an officer of a subsidiary.

There was no value attributable to the units at the time of the allocation.

As of December 31, 2021, and 2020 the Company owned 54 %

of the membership units, Black Stone owned 36 %

of the membership units, and two related parties (as noted above), each owned 5 %

of the membership units.

August 2011, the Company acquired certain intellectual property in regard to waste destruction technology (the “IP”) from

Black Stone in exchange for 1,000,000

shares of our common stock valued at $ 100,000 .

We estimated the useful life of the IP at ten years, which was consistent with the useful life of other technology included in our intangible

assets, and management’s initial assessment of the potential marketability of the IP.

In March 2012, the Company entered into an

Irrevocable License & Royalty Agreement with PWS that grants PWS an irrevocable world-wide license to the IP in exchange for a 5 %

royalty on all revenues from the sale or lease of all CoronaLux™ units from PWS and its affiliates.

The term commenced as of the

date of the Agreement and shall continue for a period not to exceed the life of the patent or patents filed by the Company.

license the IP and any revenue derived from sub licensing shall be included in the calculation of Gross Revenue for purposes of determining

royalty payments due the Company.

Royalty payments are due 30 days after the end of each calendar quarter.

PWS generated licensing and

unit sales revenues of approximately $ 0

for the years ended December 31, 2022, and 2021,

respectively.

its inception through December 31, 2022, we have provided approximately $ 6.4

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 that we will provide the funding

as an advance against future earnings distributions made by PWS.

November 17, 2014, PWS entered into an Exclusive Licensing and Equipment Lease Agreement, for a limited license territory, with Medical

Waste Services, LLC (“MWS”).

The License Agreement grants to MWS the use of the PWS Technology and the CoronaLux™ waste

destruction units for an initial term of seven years and required a payment of $ 225,000

as a non-refundable initial licensing fee and

distributions of 50 %

of net operating profits, as defined in the agreement, in lieu of continuing royalty payments for the use of the licensed technology.

PWS and Medical Waste Services, LLC (“MWS”) formed a contractual joint venture to exploit the PWS medical waste destruction

MWS has received approval from the California Department of Public Health and a restricted permit from the South Coast Air

Quality Management District (“SCAQMD”) to operate the CoronaLux™ unit licensed by MWS at its facility in Southern California.

The original licensing and partnership agreement was formally canceled in 2019, because MWS failed to implement the expansion plan outlined

in the original agreement), with both parties agreeing to continue operating the CoronaLux under the original terms of the agreement,

for strategic reasons.

PWS has no obligations, commitments, or liabilities relative to MWS, and is free to sublicense to anyone or develop

company owned facilities.

Operations to date have included the destruction of medical waste under a temporary operating permit issued

by SCAQMD since May 2015 and efforts to obtain a full operating permit from SCAQMD were successful and SCAQMD issued a ‘Notice

of Intent to Issue Permit to Operate’ in March 2017.

In November 2017, the full operating permit was issued by SCAQMD.

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 2017, PSMW purchased and installed three CoronaLux™

units for $ 600,000 .

PWS incurred costs of $ 525,700

to prepare the three units for sale.

in the form of medical waste destruction began in 2018.

Southwest Medical Waste, LLC

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 non-voting units in PSMW.

The units in PSMW transferred in

connection with this transaction increased SEER’s equity in PSMW to approximately 20 %,

on a total consolidated basis.

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

agreement between PWS and PSMW.

The Company recorded its investment in PSMW of $ 182,200 under the cost method of accounting.

The Company assessed

its investment in PSMW for impairment, and as of December 31, 2022, determined that no impairment was required.

10 – INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

Company has a non-controlling interest in other joint ventures, currently three primarily for licensing and operating PWS CoronaLux™

waste destruction units and one for development of hybrid scrubber systems.

Two joint ventures have limited their activity to formation

only, no other operations have commenced.

The Company has no fixed commitment to fund any losses of the operating joint ventures and has no investment basis in any of

the joint ventures therefore the Company has suspended the recognition of losses under the equity method of accounting, in accordance with ASC 323-10-35-20.

as of December 31, 2022, and 2021 was comprised of the following:

SCHEDULE OF DEBT

PAYROLL PROTECTION PROGRAM

Under the Small

Business Administration (“SBA”), the Company applied for the Paycheck Protection Program (“PPP”) loan.

loans are forgiven if used for payroll, payroll benefits, including health insurance and retirement plans, as well as certain rent

payments, leases, and utility payments, which are limited to 40 % of the loan proceeds, all of which if paid within either 8 weeks

or 24 weeks of the receipt of the loan proceeds .

At the time of this filing, the loans were forgiven by the SBA and recorded as a gain on debt extinguishment.

SHORT TERM NOTES

Secured short term note

payable dated October 13, 2017 with principal and interest due 60 days from issuance.

The note requires a one-time fee in the amount

of $ 4,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $ 400 shall be due and owing

accruing on the first day of the week.

The total one-time fee paid was $ 6,400 and was recorded as interest.

A fee of 40,000 shares

of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note

is outstanding past the original maturity date for months 3 through 6, and a fee of 80,000 shares of restricted common stock shall

be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity

date beginning in month 7 until paid in full.

The note is secured by the future sale of CoronaLux units and a personal guarantee

of an officer of the Company.

The penalty period for shares to be issued has been reached, however, the debt holder agreed to a reduction

and a fixed amount of penalty shares in 2018, as issuable under the terms of this agreement.

No additional shares will be issued

by the Company.

The reduction of penalty shares was accounted for as debt extinguishment and a gain was recorded in 2018.

interest accrues on the unpaid balance.

Secured short term note

payable dated November 6, 2017 with principal and interest due 60 days from issuance.

The note requires a one-time fee in the amount

of $ 5,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $ 400 shall be due and owing

accruing on the first day of the week.

The total one-time fee paid was $ 7,400 and was recorded as interest.

A fee of 50,000 shares

of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note

is outstanding past the original maturity date for months 3 through 6, and a fee of 100,000 shares of restricted common stock shall

be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity

date beginning in month 7 until paid in full.

The note is secured by the future sale of CoronaLux units and a personal guarantee

of an officer of the Company.

The penalty period for shares to be issued has been reached, however, the debt holder agreed to a reduced

and fixed amount of penalty shares during 2018.

No additional shares will be issued by the Company.

The reduction of penalty shares

was accounted for as debt extinguishment and a gain was recorded in 2018.

No interest accrues on the unpaid balance.

Note payable dated November

20, 2017, interest at 30 % per annum, principal and accrued interest due on or before February 28, 2018 .

The note is unsecured.

2018, a verbal agreement was made to allow month-to-month extension of the due date as long as interest payments were made monthly.

The Company made interest payments totaling $ 84,100 of which $ 37,726 of interest and principal reduction of $ 1,900 was paid by the

issuance of 140,000 shares of common stock during 2018 and the note holder has continued to extend the due date .

Unpaid interest

at December 31, 2022 is approximately $ 375,700 .

Secured short

term note payable dated February 1, 2019 with principal and interest due 90 days from issuance.

The note requires a one-time fee

in the amount of $15,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-12) a fee of $ 1,500

shall be due and owing accruing on the first day of the week.

The total one-time fee totals $ 30,000 and was recorded as interest.

A fee of 50,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion

of any month the note is outstanding past the original maturity date for months 4 through 6, and a fee of 100,000 shares of restricted

common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding

past the original maturity date beginning in month 7 until paid in full .

The note is secured by the future sale of any and all PelleChar

products and a personal guarantee of an officer of the Company.

The penalty period for shares to be issued has been reached, and

the maximum agreed common shares have been accrued, and has been recorded as interest expense in prior periods.

Unpaid one-time fees

at December 31, 2022 is approximately $ 30,000 .

Secured short term note

payable dated July 2, 2019 with principal and interest due 60 days from issuance.

The note requires a one-time issuance of 500,000

options, which the company recorded the fair value of $ 37,300 as debt discount, amortized over the life of the note.

The note accrues

interest at 12 % annually.

The note is past due as the date of this filing.

The Company has not received notice from the lender and

continue to accrue interest.

For the year ended December 31, 2022, the Company recorded interest expense of $ 12,000 .

Unpaid interest

at December 31, 2022 is approximately $ 30,000 .

Secured short term note

payable dated July 18, 2019 with principal and interest due 60 days from issuance.

The note requires a one-time fee in the amount

of $ 5,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-12) a fee of $ 500 shall be due and

owing accruing on the first day of the week and was recorded as interest.

A fee of 15,000 shares of restricted common stock shall

be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original

maturity date for months 3 through 6, and a fee of 30,000 shares of restricted common stock shall be issued to lender for each month

or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until

paid in full .

The note is secured by the future sale of any and all MV Technology, LLC products.

The penalty period for shares to

be issued has been reached, and the maximum agreed common shares have been accrued, and has been recorded as interest expense in

prior periods.

Unpaid interest at December 31, 2022 is approximately $ 10,000 .

Secured short term note

payable dated October 17, 2019 with principal and interest due 6 months from issuance.

On April 24, 2020, this note was extended

to October 15, 2020.

The note requires a one-time issuance of 200,000 common shares of the Company upon the maturity date of the

note, which the company recorded the fair value of $ 13,000 as debt discount, amortized over the life of the note.

The note extension

requires a one-time issuance of 200,000 common shares of the Company upon the extended maturity date of the note, which the company

recorded the fair value of $ 20,000 as debt discount, amortized over the life of the note.

On November 3, 2020, this note

was extended to October 15, 2021.

The note is past due as the date of this filing.

The note accrues interest at 15 % annually.

the year ended December 31, 2022, the Company recorded interest expense of $ 45,000 .

Unpaid interest at December 31, 2022 is approximately

Secured short term note

payable dated December 14, 2019 with principal and interest due 6 months from issuance.

The note requires a one-time issuance of

250,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $ 16,300 as

debt discount, amortized over the life of the note.

The note accrues interest at 15 % annually.

The note is past due as the date of

For the year ended December 31, 2022, the Company recorded interest expense of $ 67,500 .

Unpaid interest at December

31, 2022 is approximately $ 205,800 .

Secured short term note

payable dated October 1, 2019.

The note accrues interest at 6 %

The note’s principal is to be paid in twelve

monthly installments commencing on January 15,

In 2021, an extension was negotiated with the lender.

In 2022 the lender’s note balance of $50m800 and $ 15,400 of accrued interest

was paid by the repurchase of units the Company held in the lender.

Secured short term note payable

dated March 16, 2020, maturing on March 15, 2021 .

The note bears annual simple interest, at a rate of 14 %, and matures

on March 15, 2021.

The Lender receives a one-time option grant to purchase 60,000 shares of the Company’s common stock for

$ 0.10 per share for a period of 3 years from grant date, on the maturity date, with payment of principal and interest.

options were value at approximately $ 3,500 , and are recorded as debt discount, and amortized over the life of the loan.

note is past due as the date of this filing.

For the year ended December 31, 2022, the Company recorded interest expense of $ 14,000 ,

and $ 800 of interest related to debt discount.

Unpaid interest at December 31, 2022 is approximately $ 39,100 .

Secured short term note payable dated March

17, 2020, maturing on March 16, 2021 .

The note bears annual simple interest, at a rate of 14 %.

The Lender receives a one-time option

grant to purchase 30,000 shares of the Company’s common stock for $ 0.10 per share for a period of 3 years from grant date,

on the maturity date, on the maturity date, with payment of principal and interest.

These options were value

at approximately $ 2,000 , and are recorded as debt discount, and amortized over the life of the loan.

The note is past

due as the date of this filing.

For the year ended December 31, 2022, the Company recorded interest expense of $ 7,000 .

Unpaid interest

at December 31, 2022 is approximately $ 19,500 .

Secured short term note payable dated July

8, 2020, maturing on December 7, 2020 , bearing annual simple interest at a rate of 15 %.

The note requires a one-time issuance

of 200,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $ 11,300

as debt discount, amortized over the life of the note.

The note is past due as the date of this filing.

For the year ended

December 31 2022, the Company recorded interest expense of $ 33,000 .

Unpaid interest at December 31, 2022 is approximately

Unsecured short term note payable dated

August 18, 2020, maturing on November 17, 2020 , bearing annual simple interest at a rate of 15 %.

The note is past due

as the date of this filing.

For theyear ended December 31, 2022, the Company recorded interest expense of $ 18,000 .

interest at December 31, 2022 is approximately $ 42,600 .

Secured short term note payable dated September

3, 2020, maturing on December 4, 2020 , bearing annual simple interest at a rate of 15 %.

The note is past due as the date

of this filing.

For the year ended December 31, 2022, the Company recorded interest expense of $ 42,000 .

Unpaid interest

at December 31, 2022 is approximately $ 97,700 .

A secured note payable of $ 500,000

dated August 15, 2022 , secured by net revenue from sale of any and all MV Technology products, bearomg interest at an annual

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.

For the year ended

December 31, 2022 the company recorded interest expense of $ 18,800 .

Unpaid interest at December 31, 2022 was approximately $ 18,800 .

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.

For the year ended December 31, 2022 the Copmany recorded interest expense of $ 3,600 .

interest at December 31, 2022 was approximately $ 3,600 .

Secured short term note payable dated November 17, 2022, interest at an annual rate of 12 % payable on or before February

Unpaid interest at December 31, 2022 was approximately $ 5,000 .

Total Short-term notes

Secured short term note payable dated August

21, 2019 with principal and interest due 60 days from issuance.

The note requires a one-time fee in the amount of $ 4,150 to compensate

for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $ 415 shall be due and owing accruing on the first

day of the week, after which the fee is $ 600 per week, which is recorded as interest expense.

The note is from a family member of

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

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

of $ 28,800 .

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

Total short-term

notes - related party

Convertible notes payable, interest at 8 %

per annum, unpaid principal and interest maturing 3 years from note date between August 2018 and October 2019, convertible into common

stock at the option of the lenders at a rate of $ 0.70 per share;

one convertible note for $ 250,000 has a personal guarantee of an

officer of the Company.

The notes that matured in August 2018, were subsequently extended by one year to August 2019, all other terms

remained the same.

The note that matured November 2018 was subsequently extended to May 2019 and the interest rate increased to 13 %

No default notice has been received from the noteholders.

For the year ended December 31, 2022, the Company recorded interest

expense of $ 155,300 .

Unpaid interest at December 31, 2022 is approximately $ 666,700 .

Total convertible notes

( 1,605,000 )

Long term convertible

notes, including debt discount

LONG TERM NOTES

Note payable dated July 13,

2018, interest at 20 % per annum, payable July 13, 2021.

No monthly payments are due for the first six months, commencing in month

seven, principal and accrued interest will be amortized and payable over the remaining 30 months.

Monthly payments of principal and

accrued interest did not commence in 2019.

The note is secured by all assets of SEM and personally guaranteed by an officer of the

A fee of 200,000 shares of restricted common stock was issuable at the time of funding.

During the year ended December 31,

2018, the Company recorded 200,000 shares of its common stock as issuable under the terms of this agreement.

The shares were valued

at $ 44,000 recorded as debt discount.

For the year ended December 31, 2022, the Company recorded interest expense of $ 100,000 .

interest at December 31, 2022 was approximately $ 446,600 .

Note payable dated April 2020, interest

at 6.8 % per annum, secured by a piece of heavy equipment, of which the borrowing was used to purchase.

Forty-eight monthly payments

of principal and accrued interest of $ 2,400 , commence on April 17, 2020.

For the year ended December 31, 2022, the Company recorded

interest expense of $ 2,600 .

Note payable dated January 19, 2021, interest

at an annual rate of 8 % simple interest and matures on January 18, 2026 .

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., in accordance with the note’s provisions.

For the year ended December 31, 2022, the Company recorded interest expense of $ 12,000 Unpaid interest at December 31, 2022 was approximately

Note payable dated February 2, 2021, interest

at an annual rate of 8 % simple interest and matures on January 18, 2026 .

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., in accordance with the note’s provisions.

For the year ended December 31, 2022, the Company recorded interest expense of $ 40,000 .

Unpaid interest at December 31, 2021 was

approximately $ 76,400 .

Note payable dated May 25, 2021, interest

at an annual rate of 8 % simple interest and matures on January 18, 2026 .

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., in accordance with the note’s provisions.

For the year ended December 31, 2022, the Company recorded interest expense of $ 14,800 .

Unpaid interest at December 31, 2022 was

approximately $ 23,300 .

Note payable dated August 5, 2021, interest

at an annual rate of 8 % simple interest and matures on January 18, 2026 .

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., in accordance with the note’s provisions.

For the year ended December 31, 2022, the Company recorded interest expense of $ 40,000 .

Unpaid interest at December 31, 2022 was

approximately $ 55,900 .

Note payable dated November 2, 2021, interest

at an annual rate of 8 % simple interest and matures on January 18, 2026 .

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., in accordance with the note’s provisions.

For the year ended December 31, 2022, the Company recorded interest expense of $ 20,000 .

Unpaid interest at December 31, 2021 was

approximately $ 23,300 .

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 year ended December 31, 2022, the Company recorded interest expense of $ 17,800 .

Unpaid interest

at December 31, 2022 was approximately $ 17,800 .

Total long-term notes

current portion

Long term notes, long-term, including debt discount

maturities as of December 31, 2022, are as follows:

OF DEBT MATURITIES

2022(Past Due)

12 – RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE

payable and accrued interest, related parties

payable (See Note 11), and accrued interest due to certain related parties as of December 31, 2022, and 2021 are as follows:

OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

Short term notes

Accrued interest

Total short-term notes

and accrued interest - Related parties

13 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

commitments under non-cancellable operating leases with terms longer than one year for office and warehouse space as of December 31,

2022, are as follows:

OF FUTURE COMMITMENTS UNDER NON-CANCELLABLE OPERATING LEASES

the years ended December 31, 2022, and 2021, rent expense, including prorated charges and net of sub-lease income, was $ 141,400

and $ 145,600 ,

respectively.

14 – ABANDONMENT OF SUBSIDIARY

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 years ended December 31, 2021, and 2020, all operations from REGS have been reported as discontinued operations.

classes of line items constituting the balance sheet on discontinued operations:

OF CONSTITUTING BALANCE SHEET AND PRETAX INCOME (LOSS) ON DISCONTINUED OPERATIONS

September 30,

Cash and cash equivalents

Prepaid expenses and other current assets

Property and equipment, net

Right of use assets

Accounts payable

Accrued liabilities

Payroll taxes payable

Customer deposits

Paycheck protection program liabilities

Current portion of lease liabilities

Accrued interest - related

TOTAL LIABILITIES

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

For the year ended

Services revenue

Services costs

General and administrative expenses

Salaries and related expenses

Gain on debt extinguishment

Total expenses

Operating income

Income tax benefit

Total income from discontinued operations

net assets and liabilities disposed of, resulting in the gain on the abandonment, are summarized in the following table:

OF NET ASSETS AND LIABILITIES DISPOSED OF RESULTING IN THE GAIN ON THE ABANDONMENT

Liabilities - Other, net including intercompany

IRS payroll tax liability

Gain on abandonment

15 – EQUITY TRANSACTIONS

Common Stock Transactions

the year ended December 31, 2022, no new equity transactions have occurred.

Common Stock Transactions

the year ended December 31, 2021, no new equity transactions have occurred.

Non-controlling

non-controlling interest presented in our condensed consolidated financial statements reflects a 46 % non-controlling equity interest

in PWS, a 49 % non-controlling equity interest in PelleChar, and a 15 % non-controlling interest in Benefuels .

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

The non-controlling interest is reflected within stockholders’ equity on the condensed consolidated balance

2022 and 2021, no warrants were issued.

summary of warrant activity for the years ended December 31, 2022, and December 31, 2021, is presented as follows:

OF WARRANT ACTIVITY

as of December 31, 2020

as of December 31, 2021

as of December 31, 2022

and exercisable as of December 31, 2022

16 – STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN

as noted below, we do not have a qualified stock option plan, but have issued stock purchase warrants and stock options on a discretionary

basis to employees, directors, service providers, private placement participants and outside consultants.

Company utilizes ASC 718, Stock Compensation, related to accounting for share-based payments and, accordingly, records compensation

expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards.

Black Scholes option pricing model was used to estimate the fair value of the options granted.

This option pricing model requires a number

of assumptions, of which the most significant are the expected stock price volatility and the expected option term (the amount of time

from the grant date until the options are exercised or expire).

The Company does not estimate forfeitures, and accounts for forfeitures

as they occur.

The Company estimated a volatility factor utilizing a weighted average of comparable published volatilities.

applied the simplified method to determine the expected term of all stock-based compensation grants.

The risk-free interest rate is based

on or approximates the U.S.

Treasury yield curve in effect at the time of the grant.

compensation expense for stock options is recognized on a straight-line basis over the vesting period of the award.

The Company accounts

for stock options as equity awards.

summary of stock option activity for the year ended December 31, 2022, and 2021 is presented as follows:

SCHEDULE OF STOCK OPTION

Balance as of December 31,

Cancelled/expired

Balance as of December 31, 2021

Cancelled/expired

Balance as of December 31, 2022

Vested and exercisable

as ofDecember 31, 2022

the years ended December 31, 2022, and 2021, we recorded stock-based compensation awarded to employees of $ 0

and $ 12,600 ,

respectively, which is included in selling, general and administrative expense in our consolidated statements of operations.

of December 31, 2021, there was no unrecognized compensation cost related to non-vested stock options.

Company has a defined contribution 401(k) plan that covers substantially all employees.

Additionally, at the discretion of management,

the Company may make contributions to eligible participants, as defined.

During the years ended December 31, 2022, and 2021, we made

no contributions in each year.

17 – NET EARNINGS (LOSS) PER SHARE

net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares

Diluted net 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.

the year ended December 31, 2022, all potentially dilutive securities were excluded from the diluted share calculations as they were

anti-dilutive as a result of the net loss incurred.

Accordingly, basic shares equal diluted shares for the year ended December 31, 2022.

As of December 31, 2021, 90,000

potentially dilutive stock options were included

in the diluted earnings per share calculation.

dilutive securities were comprised of the following:

OF POTENTIALLY DILUTIVE SECURITIES

Ended December 31,

Convertible notes payable,

including accrued interest

Potentially dilutive

18 - SEGMENT INFORMATION AND MAJOR SEGMENT CUSTOMERS

Company currently has identified two segments as follows:

SEM, PelleChar,

Environmental

composition of our reportable segments is consistent with that used by our chief decision makers to evaluate performance and allocate

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.

information as of December 31, 2022, and 2021 and for the years then ended is as follows:

OF SEGMENT INFORMATION

Environmental

Depreciation and amortization

Impairment loss - goodwill

Impairment loss - other intangible assets

Interest expense

Net income (loss)

( 1,912,100 )

( 2,711,500 )

Capital expenditures (cash

Environmental

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss)

Capital expenditures (cash

depreciation of property, equipment and leasehold improvement and amortization of intangibles.

19 - INCOME TAXES

of December 31, 2022, we estimate we will have net operating loss carryforwards available to offset future federal income tax of approximately

$ 24.4 million.

These carryforwards will expire between the years 2028 through 2037 .

Under the Tax Reform Act of 1986, the amount of and

the benefit from net operating losses that can be carried forward may be limited in certain circumstances.

Events that may cause changes

in our tax carryovers include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period.

the amount available to offset future taxable income may be limited.

We carry a deferred tax valuation allowance equal to 100% of total

deferred assets.

In recording this allowance, we have considered a number of factors, but chiefly, our operating losses from inception.

We have concluded that a valuation allowance is required for 100% of the total deferred tax assets as it is more likely than not that

the deferred tax assets will not be realized.

non-current deferred tax asset is summarized below:

SCHEDULE OF NON-CURRENT DEFERRED TAX ASSETS

Deferred tax assets

Net operating loss carry forwards

Intangible and fixed assets

Total deferred tax assets

Deferred tax liabilities

Depreciation and amortization

Valuation allowance

( 6,370,000 )

( 5,480,000 )

Net deferred tax asset

benefit for income taxes differed from the amount computed using the U.S.

federal income tax rate of 21 % for December 31, 2022 and 2021,

OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

Income tax benefit

Non-deducible items

State and other benefits included in valuation

Provision to return adjustments

Impairment of intangible assets

Exclusion of income (losses) of pass-through

Change in valuation

Income tax benefit

20 – ENVIRONMENTAL COMPLIANCE

federal environmental laws affecting us are the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental

Response, Compensation and Liability Act (“CERCLA”), also known as the “Superfund Act”, the Clean Air Act, the

Clean Water Act and the Toxic Substances Control Act (“TSCA”).

to the EPA’s authorization of the RCRA equivalent programs, a number of states have regulatory programs governing the operations

and permitting of hazardous waste facilities.

Our facilities are regulated pursuant to state statutes, including those addressing clean

water and clean air.

Our facilities are also subject to local siting, zoning and land use restrictions.

We believe we are in substantial

compliance with all federal, state and local laws regulating our business.

21 – EMPLOYEE RETENTION CREDIT

the year ended December 31, 2021, the Company applied for certain Employee Retention Credits (“ERTC”) under the CARES Act

in the approximate amount of $ 0.2

million, which is reflected within the statement

of operations as a reduction to salaries and related expenses.

The remaining balance of the ERTC receivable as of December 31, 2022 was

NOTE 22 – SUBSEQUENT EVENTS

In March 2023, the Company received proceeds of $ 300,000

by issuing a secured promissory note, bearing interest at a rate of 8 % per annum, and maturing in November 2023 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures