What changed in this filing

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Item 1. Financial Statements

2023-08-21 compared with 2023-05-22 · 184 added, 125 removed, 461 unchanged (40% of the section changed)

18 unchanged sentences

Contract liabilities

Deferred revenue

Short term notes

17 unchanged sentences

70,000,000 shares authorized;

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

2022 and December 31, 2021

65,088,575 shares issued, issuable** and outstanding June 30, 2023 and December 31, 2022

Common stock issuable

14 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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.

Derived from audited information

2,785,000 shares issuable as of June 30, 2023, and December 31, 2022, per terms of note agreements.

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

For the Three Months Ended

For the Six Months Ended

Total revenue

9 unchanged sentences

Gain on debt extinguishment

Other income (expense)

Total non-operating expense, net

Loss from continuing operations

Loss from discontinued operations, net of tax

( 1,377,700 )

Income (loss) from discontinued operations, net of tax

( 1,217,400 )

Net income (loss) attributable to non-controlling interest

2 unchanged sentences

$ ( 523,100 )

$ ( 1,218,100 )

$ ( 909,800 )

Basic earnings per share attributable to SEER common stockholders

8 unchanged sentences

Weighted average shares outstanding – diluted

* less than $0.01

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

1 unchanged sentence

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

Preferred Stock

Stockholders’

at December 31, 2022

Balances at December 31, 2022

( 32,005,100 )

1 unchanged sentence

( 10,908,000 )

at March 31, 2023

Balances at March 31, 2023

( 32,784,500 )

1 unchanged sentence

( 11,684,600 )

Balances at June 30, 2023

( 33,223,200 )

( 1,941,100 )

( 12,125,400 )

Preferred Stock

Stockholders’

at December 31, 2021

Balances at December 31, 2021

$ ( 29,364,800 )

1 unchanged sentence

$ ( 8,196,500 )

at March 31, 2022

Balances at March 31, 2022

( 29,751,400 )

1 unchanged sentence

( 8,587,200 )

Balances at June 30, 2022

( 30,274,500 )

( 1,892,900 )

( 9,128,500 )

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

1 unchanged sentence

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three Months Ended March 31.

For the Six Months Ended June 30,

Cash flows from operating activities:

2 unchanged sentences

$ ( 876,700 )

Income from discontinued operations

Loss from discontinued operations

( 1,217,400 )

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

Depreciation and amortization

Gain on sale of assets held for sale

Gain on debt distinguishment

5 unchanged sentences

Contract liabilities

Change in assets and liabilities held for sale

Deferred revenue

Assets and liabilities held for sale

Net cash used in operating activities

1 unchanged sentence

Purchase of property and equipment

Net cash (used) provided by investing activities

Proceeds from the sale of assets held for sale

Net cash (used in) provided by investing activities

Cash flows from financing activities:

16 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”), is a materials technology company focused on

development of cost-effective chemical absorbents.

(“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”).

and 3) Benefuels, LLC (“Benefuels”).

PWS is currently owned 54 % by SEER, PelleChar is owned 51 % by SEER, and Benefuels is

4 unchanged sentences

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, 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.)

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 many others.

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.

The Company exchanged its interest in PSMW for 2% of Amlon Holdings in June 2023 when PSMW was acquired

by Amlon Holdings.

was established in September 2018 and is owned 51 % by SEER.

13 unchanged sentences

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

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.

of approximately $ 33.2 million as of June 30, 2023, and $ 32.0 million as of December 31, 2022.

For the six months ended June 30, 2023,

the Company incurred a net loss of approximately $ 1.2 million and for the six months ended June 30, 2022, the Company incurred a net

loss of approximately $ 0.9 million.

The Company had a working capital deficit of approximately $ 10.6 million as of June 30, 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 June 30, 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 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

For the six months

ended June 30, 2023, the Company raised approximately $ 0.9 million from the issuance of short-term and long-term debt, for a net cash

provided by financing activities of approximately $ 0.7 million.

72 unchanged sentences

R&D expenses were

$ 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:

$ 0 for both the six months ended June 30, 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 (unaudited):

SCHEDULE OF INVENTORY

10 unchanged sentences

to be recognized.

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

During the six months ended June 30, 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 March 31, 2023, and 2022.

to uncertain tax positions were recognized as of June 30, 2023, and 2022.

The Company expects no material changes to unrecognized tax

31 unchanged sentences

Environmental Solutions

Three Months Ended March 31, 2023

Three months ended June 30, 2023

Environmental Solutions

3 unchanged sentences

Environmental Solutions

Three Months Ended March 31, 2022

Three months ended June 30, 2022

Environmental Solutions

3 unchanged sentences

Total Revenue

Environmental Solutions

Six months ended June 30, 2023

Environmental Solutions

Sources of Revenue

Product sales

Total Revenue

Environmental Solutions

Six months ended June 30, 2022

Environmental Solutions

Sources of Revenue

Product sales

Management fees

Total Revenue

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

3 unchanged sentences

SCHEDULE OF CONTRACT BALANCES

Deferred Revenue

(non-current)

Balance as of March 31, 2023

Balance as of December 31, 2022

Increase (decrease)

as of June 30, 2023 (unaudited)

as of December 31, 2022

$ ( 104,200 )

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

3 unchanged sentences

Performance Obligations

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

of June 30, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$ 1.0 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:

OF PROPERTY PLANT AND EQUIPMENT

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

Field and shop equipment

4 unchanged sentences

Property and equipment, net

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,

expense for the three months ended June 30, 2023, and 2022 was $ 4,900 and $ 23,100 , respectively.

For the three months ended June 30,

2023, and 2022, depreciation expense included in cost of goods sold was $ 4,900 and $ 19,700 , respectively.

For the three months ended

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

June 31, 2023, and 2022, depreciation expense included in selling, general and administrative expenses was $ 0 and $ 3,400 , respectively.

expense for the six months ended June 30, 2023, and 2022 was $ 9,800 and $ 47,900 , respectively.

For the six months ended June 30, 2023,

and 2022, depreciation expense included in cost of goods sold was $ 9,800 and $ 38,100 , respectively.

For the six months ended June 30,

2023, and 2022, depreciation expense included in selling, general and administrative expenses was $ 0 and $ 9,800 , respectively.

5 – INTANGIBLE ASSETS

OF INTANGIBLE ASSETS

March 31, 2023 (Unaudited)

SCHEDULE OF INTANGIBLE ASSETS

June 30, 2023

Gross carrying amount

13 unchanged sentences

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

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

months ended June 30, 2023, and 2022, respectively.

Amortization expense was $ 1,400 and $ 11,100 for the six months ended June 30, 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 March 31, 2023, Consolidated Balance Sheets and represent the Company’s right to use

of use assets” on the Company’s June 30, 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 March 31, 2023, Consolidated

of lease liabilities” and “Lease liabilities net of current portion” on the Company’s June 30, 2023, Consolidated

Balance Sheets.

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

As of June 30, 2023, total right-of-use assets and operating lease liabilities were approximately $ 221,300 and $ 250,500 ,

respectively.

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

In the three months ended March

In the six months ended June 30,

2023, the Company recognized approximately $ 41,800 in operating lease costs for right-of-use assets.

4 unchanged sentences

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

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

Three Months Ended March 31,

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

For the Six Months Ended June 30,

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 March 31, 2023 were as follows:

OF MATURITIES OF LEASE LIABILITIES

of lease liabilities as of June 30, 2023 were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Total operating lease

Less imputed interest

6 unchanged sentences

SCHEDULE OF ACCRUED LIABILITIES

Accrued compensation and related taxes

Accrued interest

Accrued settlement/litigation claims

Warranty and defect claims

Total Accrued Liabilities

compensation and related taxes

settlement/litigation claims

and defect claims

Accrued Liabilities

8 – UNCOMPLETED CONTRACTS

estimated earnings and billings on uncompleted contracts are as follows:

OF UNCOMPLETED CONTRACTS

SCHEDULE OF UNCOMPLETED CONTRACTS

Revenue recognized

8 unchanged sentences

Waste Solutions LLC

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

its inception through June 30, 2023, the Company has 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.

10 unchanged sentences

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

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

June 30, 2023, the Company sold its interest in PSMW in exchange for a 2 % interest in Amlon Holdings.

as of June 30, 2023 (Unaudited), and December 31, 2022, was comprised of the following:

SCHEDULE OF DEBT

1 unchanged sentence

Convertible notes, unsecured

Current portion of long-term debt

Current portion of long-term debt and capital lease obligations

Long term debt

2 unchanged sentences

Principal reductions

Long term debt to current

Amortization of debt discount

Balance September 30, 2022

Balance June 30, 2023

$ 4,263,500 (2)

2 unchanged sentences

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.

For the six months ended June 30, 2023, the Company recorded interest expense

of $ 12,400 .

There was $ 12,400 accrued and unpaid interest as of June 30, 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,

For the six months ended June 30, 2023, the Company recorded interest expense of $ 7,400 .

There was $ 7,400 accrued and unpaid

interest as of June 30, 2023.

C) A secured note payable of $ 200,000 , secured by real estate and equity in subsidiaries dated May 16,

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

For the six months ended June 30, 2023,

the Company recorded interest expense of $ 1,800 .

There was $ 1,800 accrued and unpaid interest as of June 30, 2023.

D) Insurance financing of $ 51,100 , which is being paid down with ten equal monthly payments of $ 5,100 .

balance consists of $ 3,746,500 of secured notes, and $ 517,000 unsecured notes payable.

11 – RELATED PARTY TRANSACTIONS

payable and accrued interest, related parties

parties accrued interest due to certain related parties are as follows:

payable and accrued interest due to certain related parties are as follows:

SCHEDULE OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

4 unchanged sentences

Common Stock Transactions

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

the six months ended June 30, 2023, no new equity transactions have occurred.

Common Stock Transactions

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

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

Non-controlling

5 unchanged sentences

13 – CUSTOMER CONCENTRATIONS

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, respectively.

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

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

cease being customers for non-financial related issues.

Company had sales from operations to three customers, for the six months ended June 30, 2023, and 2022 that surpassed the 10 % threshold

of total revenue, respectively.

In total, these customers represented approximately 43 % and 53 % of our total sales, respectively.

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

14 – NET GAIN OR LOSS PER SHARE

6 unchanged sentences

would be anti-dilutive.

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,

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

For six months ended June 30, 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, but

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

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

dilutive securities were comprised of the following (unaudited):

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

Three Months Ended March 31,

OF POTENTIALLY DILUTIVE SECURITIES

For the Six Months Ended June 30,

Convertible notes payable, including accrued interest

1 unchanged sentence

15 – DISCONTINUED SEM OPERATIONS

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

January 1, 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.

For the unaudited three and six months ended June 30, 2023 and 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:

2 unchanged sentences

Total Assets held for sale

Current Liabilities

Accounts payable

5 unchanged sentences

classes of line items constituting pretax income on discontinued operations:

For the three months ended

Services revenue

Services costs

For the Six Months ended

Product revenue

Product costs

General and administrative expenses

Salaries and related expenses

Other expense

Total expenses

Operating loss

Other income (expense)

Total income (expense)

Operating income (loss)

Income tax benefit

Total Loss from discontinued operations

Total income (loss) from discontinued operations

16 – SEGMENT INFORMATION AND MAJOR CUSTOMERS

4 unchanged sentences

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

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

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 (unaudited) three and six months ended June 30, 2023 and 2022 is as follows:

OF SEGMENT INFORMATION

Months ended March 31,

Three Months ended June 30,

Environmental

Solutions (1)

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

6 unchanged sentences

Capital expenditures (cash and noncash)

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

Six Months Ended June 30,

Environmental

Solutions (1)

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

( 1,262,300 )

( 1,218,100 )

Capital expenditures (cash and noncash)

Environmental

Solutions (1)

Depreciation and amortization

Interest expense

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

information excludes the results of SEM, which was discontinued January 1, 2023, except net income (loss), of which SEM is categorized as discontinued

(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