What changed in this filing

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Item 1. Financial Statements

2023-05-22 compared with 2022-11-21 · 221 added, 358 removed, 365 unchanged (61% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

December 31, *

Current Assets

Cash and cash equivalents

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

Accounts receivable, net of allowance for doubtful accounts of $ 179,000

Contract assets

Prepaid expenses and other current assets

Assets held for sale

Total Current Assets

7 unchanged sentences

Contract liabilities

Deferred revenue

Paycheck protection program liabilities

Short term notes

1 unchanged sentence

Convertible notes

Current portion of long term debt and capital lease obligations

Current portion of long-term debt

Current portion of lease liabilities

Liabilities held for sale

Total Current Liabilities

Lease liabilities net of current portion

Long term debt and capital lease obligations, net of current portion

Long term debt

Total Liabilities

6 unchanged sentences

Common stock;

70,000,000 shares

65,088,575 shares issued,

issuable ** and outstanding September 30, 2022 and December 31, 2021

$ .001 par value;

70,000,000 shares authorized;

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

2022 and December 31, 2021

Common stock issuable

1 unchanged sentence

Stock Subscription receivable

Accumulated Other Comprhensive Income

Accumulated deficit

11 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying

notes are an integral part of these consolidated financial statements.

These numbers were derived from the audited financial statements

for the year ended December 31, 2021.

Includes 2,785,000 shares issuable at Setpember 30, 2022

and December 31, 2021, per terms of note agreements.

numbers were derived from the audited financial statements for the year ended December 31, 2022.

2,785,000 shares issuable as of March 31, 2023, and December 31, 2022, per terms of note agreements.

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

Total revenue

5 unchanged sentences

Total operating expenses

Income (loss) from operations

( 1,138,000 )

Loss from operations

Other income (expense):

Interest expense

Gain on abandonment

Gain on debt extinguishment

Total non-operating expense, net

Income (loss) from continuing operations

( 1,542,300 )

Income from discontinued operations, net of tax

Net lncome (loss)

( 1,542,300 )

Loss from continuing operations

Loss from discontinued operations, net of tax

Net income (loss) attributable to non-controlling interest

Net income (loss) attributable to SEER common stockholders

Net Loss attributable to SEER common stockholders

$ ( 779,400 )

2 unchanged sentences

Loss from continuing operations, per share

Loss from discontinued operations, per share

Net income (loss) per share, basic

Income from discontinued operations, per share

Net Loss per share, basic

Fully diluted earnings per share attributable to SEER common stockholders

Loss from continuing operations, per share

Loss from discontinued operations, per share

Net income (loss) per share, basic

Income from discontinued operations, per share

Net Loss per share, basic

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

* less than $0.01

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

6 unchanged sentences

( 10,908,000 )

of common stock upon debt penalty

value of common stock and warrants related to debt

at March 31, 2023

2 unchanged sentences

( 11,684,600 )

of common stock upon debt penalty

at June 30, 2022

( 30,274,500 )

( 1,892,900 )

( 9,128,500 )

of common stock upon debt penalty

value of common stock and warrants related to debt

at September 30, 2022

$ ( 30,874,100 )

$ ( 1,903,600 )

$ ( 9,738,800 )

Preferred Stock

Stockholders’

Balances at December 31, 2020

$ ( 29,693,700 )

$ ( 2,061,400 )

$ ( 8,728,800 )

Issuance of common stock upon debt penalty

Stock-based compensation

Allocated value of common stock and warrants related to debt

Balances at March 31, 2021

( 30,011,300 )

( 2,074,200 )

( 9,054,500 )

Issuance of common stock upon debt penalty

Stock-based compensation

Balances at June 30, 2021

at December 31, 2021

$ ( 29,364,800 )

1 unchanged sentence

$ ( 8,196,500 )

Issuance of common stock upon debt penalty

Stock-based compensation

Allocated value of common stock and warrants related to debt

Net income (loss)

Balances at September 30, 2021

at March 31, 2022

( 29,751,400 )

4 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

For the nine months ended September 30,

For the three Months Ended March 31.

Cash flows from operating activities:

1 unchanged sentence

$ ( 764,900 )

Loss from discontinued operations

Net income (loss)

$ ( 369,400 )

Income from discontinued operations

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

Depreciation and amortization

Stock-based compensation expense

Gain on abandoment of subsidiary

( 1,458,000 )

Non-cash expense for interest, accretion of debt discount

Gain on debt distinguishment

Gain on disposition of assets

Changes in operating assets and liabilities:

4 unchanged sentences

Contract liabilities

Deferred revenue

Change in assets and liabilities held for sale

Net cash used in operating activities

( 1,418,200 )

Cash flows from investing activities:

Purchase of property and equipment

Proceeds from the sale of fixed assets

Net cash (used) provided by investing activities

Cash flows from financing activities:

Payments of notes and capital lease obligations

Payments of short-term notes - related party

Proceeds from short-term notes - related party

Payments of notes

Proceeds from short-term and long-term debt

Proceeds from paycheck protection program

Net cash provided by financing activities

5 unchanged sentences

Cash paid for interest

Investment in PSMW

Financing of prepaid insurance premiums

1 unchanged sentence

Non-cash repayment of debt - PPP Loan

Non-cash repayment of debt - PPP Loan, discontinued operations

Non-cash payment of interest

3 unchanged sentences

Environmental & Energy Resources, Inc.

(“SEER,” or the “Company”), a Nevada corporation, is a provider of

next-generation clean-technologies, waste management innovations and related services.

SEER has two wholly owned operating subsidiaries

and three majority-owned subsidiaries;

all of which together provide technology solutions and services to companies primarily in the

oil and gas, refining, landfill, food, beverage & agriculture, and renewable fuel industries.

The two wholly owned subsidiaries include:

1) MV, LLC (d/b/a MV Technologies) (“MV”), designs and builds biogas conditioning solutions for the production of renewable

natural gas, odor control systems and natural gas vapor capture primarily for landfill operations, waste-water treatment facilities,

oil and gas fields, refineries, municipalities and food, beverage & agriculture operations throughout the U.S.;

2) Strategic Environmental

Materials, LLC, (“SEM”), a materials technology company focused on development of cost-effective chemical absorbents.

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

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

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

PWS is currently owned 54 % by SEER and PelleChar is owned 51 % by SEER.

has developed specific opportunities to deploy and commercialize patented technologies for a non-thermal plasma-assisted oxidation process

(“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.

SEM was discontinued in 2023 due to its products not meeting customer requirements.

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.

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

Additionally, PWS’ technology “cleans” and conditions emissions and gaseous waste streams ( i.e .,

volatile organic compounds and other greenhouse gases) generated from diverse sources such as refineries, oil fields, and many others.

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 many others.

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 % by SEER.

5 unchanged sentences

using the patented pyrolytic process.

For the nine months ended September 30, 2022, PelleChar activity related to startup of operations

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

Revenue and expenses of PelleChar were not material

for the six months then ended.

of Consolidation

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

September 1, 2021, as discontinued operations), and its majority-owned subsidiaries PWS and PelleChar, since their respective acquisition

or formation dates.

All material intercompany accounts, transactions, and profits have been eliminated in consolidation.

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

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 accumulated a deficit

of approximately $ 30.9 million as of September 30, 2022, and $ 29.4 million as of December 31, 2021.

For the nine months ended September

30, 2022, and 2021, the Company incurred a net loss of approximately $ 1.5 million and earned income of $ 1.0 million, respectively.

had a working capital deficit of approximately $ 8.8 million as of September 30, 2022, and a working capital deficit of $ 7.5 million as

of December 31, 2021.

These factors raise substantial doubt about the ability of the Company to continue to operate as a going concern.

of a major portion of the Company’s assets as of September 30, 2022, is dependent upon continued operations.

of approximately $ 32.8 million as of March 31, 2023, and $ 32.0 million as of December 31, 2022.

For the three months ended March 31,

2023, the Company incurred a net loss of approximately $ 0.8 million and for the three months ended March 31, 2022, the Company incurred

a net loss of approximately $ 0.4 million.

The Company had a working capital deficit of approximately $ 10.2 million as of March 31, 2023,

and a working capital deficit of $ 9.4 million as of December 31, 2022.

These factors raise substantial doubt about the ability of the

Company to continue to operate as a going concern.

of a major portion of the Company’s assets as of March 31, 2023, is dependent upon continued operations.

The Company is dependent

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

For the nine months

ended September 30, 2022, the Company raised approximately $ 0.9 million from the issuance of related party and long-term debt, offset by

payments of principal on related party notes and capital leases of $ 71,200 , for a net cash provided by financing activities of approximately

$ 0.8 million.

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

continues to focus on developing organic growth in our operating companies and improving gross and net margins through increased attention

to pricing, aggressive cost management and overhead reductions, including discontinuing REGS, a line of business with historically insufficient

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

joint ventures and licensees the CoronaLux™ waste destruction units.

The Company has limited common shares available to issue which

may limit the ability to raise new capital or settle debt through issuance of shares.

The Company has increased business development

efforts to address opportunities identified in expanding markets attributable to increased interest in energy conservation and emission

control regulations.

For the three months

ended March 31, 2023, the Company raised approximately $ 0.7 million from the issuance of short-term and long-term debt, for a net cash

provided by financing activities of approximately $ 0.7 million.

In addition, the Company has undertaken a number of specific steps to

continue to operate as a going concern.

The Company continues to focus on developing organic growth in our operating companies and improving

gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions, including discontinuing

SEM, a line of business with historically insufficient margins.

The Company has limited common shares available for issue which may limit

the ability to raise capital or settle debt through issuance of shares.

The Company has increased business development efforts to address

opportunities identified in expanding markets attributable to increased interest in energy conservation and emission control regulations.

In addition, the Company is evaluating various forms of financing which may be available to it.

There can be no

assurance that the Company will secure additional financing for working capital, increase revenues and achieve the desired result of

net income and positive cash flow from operations in future years.

These financial statements do not give any effect to any adjustments

that would be necessary should the Company be unable to report on a going concern basis.

There can be no assurance that the Company

will secure additional financing for working capital, increase revenues and achieve the desired result of net income and positive cash

flow from operations in future years.

These financial statements do not give any effect to any adjustments that would be necessary should

the Company be unable to report on a going concern basis.

of Presentation Unaudited Interim Financial Information

17 unchanged sentences

of revenues and expenses during the period.

Significant items subject to such estimates and assumptions include the carrying amount of

intangible assets;

valuation allowances and reserves for receivables and inventory and deferred income taxes;

revenue recognition related

to contracts accounted for under the percentage of completion method;

share-based compensation;

and loss contingencies, including those

related to litigation.

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;

and the Company’s

ability to continue as a going concern.

Actual results could differ from those estimates.

3 unchanged sentences

had no effect on reported consolidated net loss.

is recognized under FASB guidelines, which requires an evaluation of revenue arrangements with customers following a five-step approach:

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;

1 unchanged sentence

(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.

December 31, 2021, the Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts

from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient

authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the

basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares.

Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy.

(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.

and Development

3 unchanged sentences

R&D expenses were

$ 0 for both the nine months ended September 30, 2022, and 2021.

$ 0 for both the three months ended March 31, 2023, and 2022.

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

SCHEDULE OF INVENTORY

September 30, 2022

December 31, 2021

Finished goods

Work in process

Raw materials

Inventory, net

8 unchanged sentences

to be recognized.

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

During the three months ended March 31, 2023, and 2022 the Company recognized no adjustments for uncertain tax positions.

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

No interest and penalties related

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

The Company expects no material changes to unrecognized

tax positions within the next twelve months.

to uncertain tax positions were recognized as of March 31, 2023, and 2022.

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.

25 unchanged sentences

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

Waste Revenue

Company’s revenues from waste destruction licensing agreements are recognized as a single accounting unit over the term of the

Revenue from joint venture operations of the Company’s CoronaLux™ units is recognized as the revenue is earned by

the joint venture.

Revenue from management services is recognized as services are performed.

Disaggregation

1 unchanged sentence

SCHEDULE OF DISAGGREGATION OF REVENUE

Environmental

Three months ended September 30, 2022

Environmental

Sources of Revenue

Product sales

Management fees

Total Revenue

Environmental

Three months ended September 30, 2021

Environmental

Sources of Revenue

Product sales

Licensing fees

Management fees

Total Revenue

Environmental

Nine months ended September 30, 2022

Environmental

Environmental Solutions

Three Months Ended March 31, 2023

Environmental Solutions

Sources of Revenue

Product sales

Management fees

Total Revenue

Environmental

Nine months ended September 30, 2021

Environmental

Environmental Solutions

Three Months Ended March 31, 2022

Environmental Solutions

Sources of Revenue

Product sales

Licensing fees

Management fees

Total Revenue

(1) Includes $ 171,400 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

3 unchanged sentences

SCHEDULE OF CONTRACT BALANCES

Receivable, net

Deferred Revenue

1 unchanged sentence

(non-current)

as of September 30, 2022

as of December 31, 2021

Balance as of March 31, 2023

Balance as of December 31, 2022

Increase (decrease)

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

approximately 30-60 days.

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

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

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

performance, including amounts that are refundable.

Performance Obligations

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

of March 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$ 1.2 million, of which the Company expects to recognize approximately 85 % of this revenue over the next 12 months.

3 unchanged sentences

and equipment was comprised of the following:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

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

( 1,103,000 )

( 1,308,700 )

Property and equipment, net

expense for the three months ended September 30, 2022, and 2021 was $ 13,100 and $ 26,800 , respectively.

For the three months ended September

expense for the three months ended March 31, 2023, and 2022 was $ 4,900 and $ 24,800 , respectively.

For the three months ended March 31,

2023, and 2022, depreciation expense included in cost of goods sold was $ 4,900 and $ 18,400 , respectively.

For the three months ended

September 30, 2022, and 2021, depreciation expense included in selling, general and administrative expenses was $ 1,000 and $ 6,400 , respectively.

expense for the nine months ended September 30, 2022, and 2021 was $ 61,100 and $ 80,000 , respectively.

For the nine months ended September

30, 2022, and 2021, depreciation expense included in cost of goods sold was $ 50,200 and $ 60,700 , respectively.

For the nine months ended

September 30, 2022, and 2021, depreciation expense included in selling, general and administrative expenses was $ 10,800 and $ 19,300 ,

respectively.

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

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

SCHEDULE OF PROPERTY AND EQUIPMENT FOR LEASES CAPITALIZED

September 30, 2022

December 31, 2021

Vehicles, field and shop equipment

accumulated amortization

Property and equipment

for lease capitalized

March 31, 2023, and 2022, depreciation expense included in selling, general and administrative expenses was $ 0 and $ 6,400 , respectively.

5 – INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

September 30, 2022 (unaudited)

OF INTANGIBLE ASSETS

March 31, 2023 (Unaudited)

Gross carrying amount

7 unchanged sentences

Net carrying value

$ ( 277,800 )

Customer list

$ ( 910,700 )

$ ( 319,700 )

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

Amortization expense was $ 4,400 and $ 6,400 for the

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

Amortization expense was $ 15,500 and $ 22,400 for the nine months ended

September 30, 2022, and 2021, respectively.

Amortization expense was $ 700 and $ 5,500 for the three

months ended March 31, 2023, and 2022, respectively.

Company has entered into operating leases primarily for real estate.

4 unchanged sentences

These operating leases are included in “Right

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

use the underlying asset for the lease term.

of use assets” on the Company’s March 31, 2023, Consolidated Balance Sheets and represent the Company’s right to use

the underlying asset for the lease term.

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

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

of lease liabilities” and “Lease liabilities net of current portion” on the Company’s March 31, 2023, Consolidated

Balance Sheets.

Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases,

the Company recognized right-of-use assets of approximately $ 225,300 and lease liabilities for operating leases of approximately $ 246,100

on January 1, 2019, when the new lease standard was effective.

Operating lease right-of-use assets and liabilities commencing after January

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

As of September 30, 2022,

total right-of-use assets and operating lease liabilities were approximately $ 263,400 and $ 294,900 respectively.

All operating lease

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

In the nine months ended September 30, 2022, the Company recognized

approximately $ 62,700 in operating lease costs for right-of-use assets.

As of March 31, 2023, total right-of-use assets and operating lease liabilities were approximately $ 235,700 and $ 265,700 ,

respectively.

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

In the three months ended March

31, 2023, the Company recognized approximately $ 20,900 in operating lease costs for right-of-use assets.

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

3 unchanged sentences

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

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

Nine months ended September 30,

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

Three Months Ended March 31,

Cash paid for operating lease liabilities

2 unchanged sentences

Weighted-average discount rate

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Lease liabilities

of lease liabilities as of March 31, 2023 were as follows:

OF MATURITIES OF LEASE LIABILITIES

Less imputed interest

6 unchanged sentences

SCHEDULE OF ACCRUED LIABILITIES

September 30,

Accrued compensation and related taxes

5 unchanged sentences

estimated earnings and billings on uncompleted contracts are as follows:

SCHEDULE OF UNCOMPLETED CONTRACTS

OF UNCOMPLETED CONTRACTS

Revenue recognized

billings to date

Contract assets

Billings to date

Revenue recognized

( 2,128,900 )

( 2,313,400 )

Contract liabilities

9 – INVESTMENTS

Waste Solutions LLC

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

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

its inception through March 31, 2023, the Company has provided approximately $ 6.5 million in funding to PWS for working capital and the

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

No members of PWS have made capital

9 unchanged sentences

license and royalty agreement, and the management agreement between PWS and PSMW.

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

as of March 31, 2023 (Unaudited), and December 31, 2022, was comprised of the following:

SCHEDULE OF DEBT

protection program

notes, unsecured

Current portion of long-

term debt and

capital lease obligations

Long term debt and

capital lease

Short term notes

Convertible notes, unsecured

Current portion of long-term debt

Long term debt

Balance December 31, 2022

$ 1,619,600 (4)

Increase in borrowing

Principal reductions

Long term debt to current

Amortization of debt discount

1 unchanged sentence

$ 4,208,300 (2)

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

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

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

For the nine months ended September 30, 2022, the Company recorded interest expense of $ 300 .

Unpaid interest at September

30, 2022 was $ 0 .

$ 4,300 of this note is included in the current portion of long-term debt.

B) Note payable of $ 250,000 dated February

11, 2022, interest at an annual rate of 8 % simple interest and matures on February 10, 2027 .

This note is included as part of a series

of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC.

(Note 1), in accordance with

the note’s provisions.

For the nine months endedSeptember 30, 2022, the Company recorded interest expense of $ 12,700 .

interest at September 30, 2022 was approximately $ 12,700 .

The balance consists of $ 2,910,200

of secured notes, and $ 484,700

unsecured notes payable.

There were two new notes entered into

during the three months ended September 30, 2022.

A) A secured note payable of $ 500,000 ,

secured by net revenue from sale of any and all MV Technology products, interest at an annual rate of 10 %

simple interest and matures on August

Monthly payments of $ 25,000

a month on the last day of the third month and continue in months four and five.

At the end of the sixth month monthly payments

in the amount of $ 50,000

and continue until the end month twelve at which time all outstanding principal and interest shall be due.

Unpaid interest at

September 30, 2022 was approximately $ 6,200 .

B) An unsecured note of $ 100,000

payable, dated July 20, 2022, interest at an annual rate of 8 %

payable on or before July 19, 2023.

Unpaid interest at September 30, 2022 was approximately $ 1,600 .

$ 1,838,300 (3)

Secured note payable of $ 350,000 , secured by certain real estate and equity, dated January 20, 203, interest at an annual rate of

8.0 % simple interest and matures on October 18, 2023 .

For the three months ended March 31, 2023, the Company recorded interest expense

There was no unpaid interest as of March 31, 2023.

B) A secured note payable of $ 300,000 , secured by real estate and equity

in subsidiaries dated March 10, 2023, interest at an annual rate of 8 % simple interest and matures on December 10, 2023 .

For the three

months ended March 31, 2023, the Company recorded interest expense of $ 1,800 .

There was no unpaid interest as of March 31, 2023.

balance consists of $ 3,717,100 of secured notes, and $ 493,200 unsecured notes payable.

11 – RELATED PARTY TRANSACTIONS

2 unchanged sentences

SCHEDULE OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

September 30,

Short term notes

3 unchanged sentences

Common Stock Transactions

the nine months ended September 30, 2022, no new equity transactions have occurred.

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

Common Stock Transactions

the nine months ended September 30, 2021, no new equity transactions have occurred.

the three months ended March 31, 2023, no new equity transactions have occurred.

Non-controlling

5 unchanged sentences

13 – CUSTOMER CONCENTRATIONS

Company had sales from operations to three and two customers, for the nine months ended September 30, 2022, and 2021, respectively,

that surpassed the 10% threshold of total revenue, respectively.

Company had sales from operations to three customers, for the three months ended March 31, 2023, and 2022 that surpassed the 10% threshold of

total revenue, respectively.

In total, these customers represented approximately 68 %

of our total sales for the nine months ended September 30, 2022, and 2021, respectively.

The concentration of the Company’s

business with a relatively small number of customers may expose us to a material adverse effect if one or more of these large

customers were to experience financial difficulty or were to cease being customers for non-financial related issues.

of our total sales, respectively.

The concentration of the Company’s business with a relatively small number of customers may

expose us to a material adverse effect if one or more of these large customers were to experience financial difficulty or were to

cease being customers for non-financial related issues.

14 – NET GAIN OR LOSS PER SHARE

6 unchanged sentences

would be anti-dilutive.

For nine months ended September 30, 2022, all potentially dilutive securities have been excluded from the diluted

For three months ended March 31, 2023, all potentially dilutive securities have been excluded from the diluted

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

3 unchanged sentences

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

Nine Months Ended September 30,

Three Months Ended March 31,

Convertible notes payable, including accrued interest

Potentially dilutive

15 – 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 nine months ended September 30, 2021, all operations from REGS have been reported as discontinued operations.

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

SCHEDULE OF DISPOSAL GROUPS, INCLUDING DISCONTINUED OPERATIONS

For the nine months ended

September 30,

15 – DISCONTINUED SEM OPERATIONS

March 31, 2023, the Company’s board of directors, by unanimous consent, adopted a resolution to discontinue operations of the

Company’s wholly owned subsidiary, SEM, LLC.

For the unaudited three months ended March 31, 2023 and March 31, 2022, all

operations from SEMS have been reported as discontinued operations.

following table presents the assets and liabilities associated with the discontinued operations of SEM:

SCHEDULE OF DISCONTINUED OPERATIONS

Property and equipment, net

Total assets held for sale

Current Liabilities

Accounts payable

Accrued liabilities

Current portion of long-term debt

Total Current Liabilities

Long term debt

Total liabilities held for sale

classes of line items constituting pretax income on discontinued operations:

For the three months ended

Services revenue

2 unchanged sentences

Salaries and related expenses

Gain on debt extinguishment

Other expense

Total expenses

Operating income

Operating loss

Income tax benefit

Total income from discontinued operations

Total Loss from discontinued operations

16 – SEGMENT INFORMATION AND MAJOR 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

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

allocate resources.

All of our operations are located in the U.S.

The Company has not allocated corporate selling, general and administrative

expenses, and stock-based compensation to the segments.

All intercompany transactions have been eliminated.

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

SCHEDULE OF SEGMENT INFORMATION

Months ended September 30,

Environmental

Depreciation and amortization (1)

Interest expense

Stock-based compensation

Net income (loss)

Capital expenditures (cash and noncash)

Environmental

Depreciation and amortization (1)

Interest expense

Stock-based compensation

Net income (loss)

Capital expenditures (cash and noncash)

months ended September 30,

The Company has not allocated corporate selling, general and

administrative expenses, and stock-based compensation to the segments.

All intercompany transactions have been

information for the (unaudited) three months ended March 31, 2023 and 2022 is as follows:

OF SEGMENT INFORMATION

Months ended March 31,

Environmental

1 unchanged sentence

Interest expense

Stock-based compensation

Net income (loss)

( 1,425,200 )

( 1,542,300 )

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

Environmental (1)

Solutions (1)

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss)

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

Includes depreciation of property, equipment, and leasehold

improvements and amortization of intangibles.

The environmental solutions segment contains the total

net income (loss) from discontinued operations of REGS.

the Results of SEM which was discontinued January 1, 2023.

(See Note 15)

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

What changed 10-Q

Item 1. Financial Statements