What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-08-21 · 183 added, 140 removed, 505 unchanged (39% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

December 31, *

1 unchanged sentence

Cash and cash equivalents

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

Accounts receivable, net of allowance for credit losses of $ 168,300

Contract assets

14 unchanged sentences

Convertible notes

Current portion of long term debt

Current portion of long term debt and capital lease obligations

Current portion of lease liabilities

13 unchanged sentences

70,000,000 shares authorized;

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

65,088,575 shares issued, issuable* and outstanding September 30,

2023 and December 31, 2022

Common stock issuable

14 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

Derived from audited information

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

from audited information

2,785,000 shares issuable as of September 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

For the Six Months Ended

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Total revenue

6 unchanged sentences

Loss from operations

( 1,197,700 )

Other income (expense):

5 unchanged sentences

( 1,831,600 )

( 1,289,200 )

Income (loss) from discontinued operations, net of tax

( 1,671,700 )

( 1,542,300 )

Net income (loss) attributable to non-controlling interest

18 unchanged sentences

Preferred Stock

Stockholders’

Stock Subscription

Total Stockholders’

Balances at December 31, 2022

2 unchanged sentences

( 10,908,000 )

Net income (loss)

Balances at March 31, 2023

2 unchanged sentences

( 11,684,600 )

Net income (loss)

Balances at June 30, 2023

2 unchanged sentences

( 12,125,400 )

Net income (loss)

Balances at September 30, 2023

$ ( 33,675,300 )

$ ( 1,943,300 )

$ ( 12,579,700 )

Preferred Stock

Stock Subscription

Stockholders’

3 unchanged sentences

$ ( 8,196,500 )

Net income (loss)

Balances at March 31, 2022

2 unchanged sentences

( 8,587,200 )

Net income (loss)

Balances at June 30, 2022

2 unchanged sentences

( 9,128,500 )

( 30,274,500 )

( 1,892,900 )

( 9,128,500 )

Net income (loss)

Balances at September 30, 2022

$ ( 30,874,000 )

$ ( 1,903,700 )

$ ( 9,738,800 )

$ ( 30,874,000 )

$ ( 1,903,700 )

$ ( 9,738,800 )

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

1 unchanged sentence

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

4 unchanged sentences

( 1,671,700 )

( 1,542,300 )

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

14 unchanged sentences

Proceeds from the sale of assets held for sale

Net cash (used in) provided by investing activities

Net cash (used) provided by investing activities

Cash flows from financing activities:

Payments of notes

Payments of notes and capital lease obligations

Proceeds from short-term and long-term debt

6 unchanged sentences

Cash paid for interest

Investment in PSMW

Financing of prepaid insurance premiums

50 unchanged sentences

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

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.

of approximately $ 33.7 million as of September 30, 2023, and $ 32.0 million as of December 31, 2022.

For the nine months ended September

30, 2023, the Company incurred a net loss of approximately $ 1.7 million and for the nine months ended September 30, 2022, the Company

incurred a net loss of approximately $ 1.5 million.

The Company had a working capital deficit of approximately $ 11.0 million as of September

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 September 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 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.

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.

For the nine months

ended September 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 $ 0.6 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

56 unchanged sentences

R&D expenses were

$ 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

$ 0 for both the nine months ended September 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:

September 30, 2023

December 31, 2022

Finished goods

9 unchanged sentences

to be recognized.

During the six months ended June 30, 2023, and 2022 the Company recognized no adjustments for uncertain tax positions.

During the nine months ended September 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 June 30, 2023, and 2022.

The Company expects no material changes to unrecognized tax

positions within the next twelve months.

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

27 unchanged sentences

of Revenue (Unaudited)

SCHEDULE OF DISAGGREGATION OF REVENUE

OF DISAGGREGATION OF REVENUE

Environmental Solutions

Three months ended June 30, 2023

Three months ended September 30, 2023

Environmental Solutions

3 unchanged sentences

Environmental Solutions

Three months ended June 30, 2022

Three months ended September 30, 2022

Environmental Solutions

4 unchanged sentences

Environmental Solutions

Six months ended June 30, 2023

Nine months ended September 30, 2023

Environmental Solutions

3 unchanged sentences

Environmental Solutions

Six months ended June 30, 2022

Nine months ended September 30, 2022

Environmental Solutions

7 unchanged sentences

opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows:

SCHEDULE OF CONTRACT BALANCES

OF CONTRACT BALANCES

Contract Liabilities

Accounts Receivable,

Deferred Revenue

(non-current)

as of June 30, 2023 (unaudited)

as of December 31, 2022

Balance as of September 30, 2023 (unaudited)

Balance as of December 31, 2022

Increase (decrease)

$ ( 249,700 )

$ ( 121,400 )

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

of September 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.

4 unchanged sentences

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

September 30, 2023

December 31, 2022

Field and shop equipment

Waste destruction equipment, placed in service

Furniture and office equipment

Leasehold improvements

Building and improvements

Property and equipment, gross

1 unchanged sentence

Property and equipment, net

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,

Classified as assets held for sale

Assets fair value disclosure

expense for the three months ended September 30, 2023, and 2022 was $ 4,900 and $ 13,100 , respectively.

For the three months ended September

30, 2023, and 2022, depreciation expense included in cost of goods sold was $ 4,900 and $ 12,100 , respectively.

For the three months ended

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,

September 30, 2023, and 2022, depreciation expense included in selling, general and administrative expenses was $ 0 and $ 1,000 , respectively.

expense for the nine months ended September 30, 2023, and 2022 was $ 14,700 and $ 61,100 , respectively.

For the nine months ended September

30, 2023, and 2022, depreciation expense included in cost of goods sold was $ 14,700 and $ 50,300 , 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.

For the nine months ended

September 30, 2023, and 2022, depreciation expense included in selling, general and administrative expenses was $ 0 and $ 10,800 , respectively.

5 – INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

June 30, 2023

September 30, 2023

Gross carrying amount

13 unchanged sentences

Amortization expense was $ 700 and $ 4,400 for the three

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

Amortization expense was $ 1,400 and $ 11,100 for the six months ended June 30, 2023,

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

Amortization expense was $ 2,100 and $ 15,500 for the nine months ended September

30, 2023, and 2022, respectively.

5 unchanged sentences

These operating leases are included in “Right

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.

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

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

Balance Sheets.

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

As of September 30, 2023, total right-of-use assets and operating lease liabilities were approximately $ 206,500 and $ 234,400 ,

respectively.

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

In the six months ended June 30,

In the nine months ended September

30, 2023, the Company recognized approximately $ 62,700 in operating lease costs for right-of-use assets.

5 unchanged sentences

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

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash paid for operating lease liabilities

1 unchanged sentence

Weighted-average discount rate

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

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

2 unchanged sentences

Total lease liabilities

Current operating lease liabilities

Non-current operating lease liabilities

Total lease liabilities

7 – ACCRUED LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCRUED LIABILITIES

compensation and related taxes

settlement/litigation claims

and defect claims

Accrued Liabilities

September 30,

Accrued compensation and related taxes

Accrued interest

Accrued settlement/litigation claims

Warranty and defect claims

Total Accrued Liabilities

8 – UNCOMPLETED CONTRACTS

1 unchanged sentence

SCHEDULE OF UNCOMPLETED CONTRACTS

September 30,

Revenue recognized

8 unchanged sentences

Waste Solutions LLC

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.

its inception through September 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.

No members of PWS have made capital

9 unchanged sentences

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

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:

June 30, 2023, the Company exchanged its interest in PSMW in exchange for a 2 %

interest in Amlon Holdings when PSWM was acquired by Amlon Holdings.

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

SCHEDULE OF DEBT

8 unchanged sentences

Amortization of debt discount

Balance June 30, 2023

Balance September 30, 2023

$ 4,248,200 (2)

2 unchanged sentences

8.0 % simple interest and matures on October 18, 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 .

For the nine months ended September 30, 2023, the Company recorded interest

expense of $ 19,400 .

There was $ 19,400 accrued and unpaid interest as of September 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, 2023 .

For the nine months ended September 30, 2023, the Company recorded interest expense of $ 13,400 .

There was $ 13,400

accrued and unpaid interest as of September 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 nine months

ended September 30, 2023, the Company recorded interest expense of $ 5,800 .

There was $ 5,800 accrued and unpaid interest as of September

balance consists of $ 3,795,000 of secured notes, and $ 453,200 unsecured notes payable.

2 unchanged sentences

SCHEDULE OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

September 30,

Short term notes

3 unchanged sentences

Common Stock Transactions

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

the nine months ended September 30, 2023, no new equity transactions have occurred.

Common Stock Transactions

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

the nine months ended September 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 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

Company had sales from operations to three customers, for both the nine months ended September 30, 2023, and 2022 that surpassed

the 10% threshold of total revenue, respectively.

In total, these customers represented approximately 38 %

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 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.

For nine months ended September 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.

1 unchanged sentence

OF POTENTIALLY DILUTIVE SECURITIES

For the Six Months Ended June 30,

For the Nine Months Ended

September 30,

Convertible notes payable, including accrued interest

3 unchanged sentences

Company’s wholly owned subsidiary, SEM, LLC.

For the unaudited three and six months ended June 30, 2023 and 2022, all operations

For the unaudited three and nine months ended September 30, 2023 and 2022, all operations

from SEMS have been reported as discontinued operations.

1 unchanged sentence

SCHEDULE OF DISCONTINUED OPERATIONS

September 30,

Property and equipment, net

4 unchanged sentences

Total current liabilities

Long-term debt

Total liabilities held for sale

classes of line items constituting pretax income on discontinued operations:

For the Six Months ended

Product revenue

Product costs

General and administrative expenses

Salaries and related expenses

Other income (expense)

Total income (expense)

Operating income (loss)

Income tax benefit

Total income (loss) from discontinued operations

the Nine Months ended

and administrative expenses

and related expenses

income (expense)

income (loss)

income (loss) from discontinued operations

$ ( 253,100 )

16 – SEGMENT INFORMATION AND MAJOR CUSTOMERS

7 unchanged sentences

All intercompany transactions have been eliminated.

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

information for the (unaudited) three and nine months ended September 30, 2023 and 2022 is as follows:

OF SEGMENT INFORMATION

Three Months ended June 30,

Months ended September 30,

Environmental

Solutions (1)

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

and amortization (1)

income (loss) attributable to SEER common stockholders

expenditures (cash and noncash)

Environmental (1)

Solutions (1)

Depreciation and amortization

Interest expense

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

Six Months Ended June 30,

and amortization (1)

income (loss) attributable to SEER common stockholders

expenditures (cash and noncash)

Months Ended September 30,

Environmental

Solutions (1)

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

and amortization (1)

income (loss) attributable to SEER common stockholders

( 1,621,300 )

( 1,670,200 )

Capital expenditures (cash and noncash)

expenditures (cash and noncash)

Environmental (1)

3 unchanged sentences

Net income (loss) attributable to SEER common stockholders

( 1,425,200 )

( 1,509,300 )

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

Total assets (1)

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

as discontinued operations.

(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