What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-14 · 691 added, 796 removed, 871 unchanged (63% of the section changed)

29 unchanged sentences

The material weaknesses identified were:

to ongoing financial constraints, we have not been devoting adequate resources to our accounting and reporting functions in order

to properly record, file and review our financial transactions on a regular basis in order to ensure accuracy;and

do not have a properly documented internal control system in accordance with the requirements of COSO or some similarly appropriate

internal control methodology or formal documentation of our systems of internal control.

are currently working to remediate the material weaknesses.

We cannot be sure when we will successfully remediate the material weaknesses

or whether compensating controls will be effective in preventing or detecting material errors.

The remediation may require substantial

time and resources to successfully implement.

We may be unable to remediate these weaknesses until we have received additional funding

that may be necessary to hire additional personnel.

Until we have sufficient internal finance and accounting staff, we plan to work closely

with external financial advisors to document the existing financial processes, risk assessment, and internal controls systematically.

These material weaknesses could cause creditors, customers, investors, regulators, strategic alliances and others to lose confidence

in the effectiveness of our internal controls and the accuracy of our financial statements and other information, all of which could

have a material adverse impact on our business, results of operations and financial condition.

due to ongoing financial

constraints, we have not been devoting adequate resources to our accounting and reporting functions in order to properly record,

file and review our financial transactions on a regular basis in order to ensure accuracy;

we do not have a properly

documented internal control system in accordance with the requirements of COSO or some similarly appropriate internal control methodology

or formal documentation of our systems of internal control.

are working to remediate the material weaknesses.

We cannot be sure when we will successfully remediate the material weaknesses or whether

compensating controls will be effective in preventing or detecting material errors.

The remediation may require substantial time and

resources to successfully implement.

We may be unable to remediate these weaknesses until we have received additional funding that may

be necessary to hire additional personnel.

Until we have sufficient internal finance and accounting staff, we plan to work closely with

external financial advisors to document the existing financial processes, risk assessment, and internal controls systematically.

material weaknesses could cause creditors, customers, investors, regulators, strategic alliances and others to lose confidence in the

effectiveness of our internal controls and the accuracy of our financial statements and other information, all of which could have a

material adverse impact on our business, results of operations and financial condition.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS AND EXECUTIVE OFFICERS

following table sets forth certain information regarding our executive officers and directors as of April 13, 2023.

following table sets forth certain information regarding our executive officers and directors as of March 29, 2024.

John Combs III

Chief Executive Officer, Director, Chairman of the Board, Secretary

Chief Financial Officer

President, Chief Executive Officer, Director, Chairman

of the Board, Secretary

Christopher H.

Interim Chief Financial Officer

John Combs III, Esq., President, Chief Executive Officer, Chairman of the Board, and Secretary.

51 unchanged sentences

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

Smith, Interim Chief Financial Officer.

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

Knopik, Interim Chief Financial Officer.

Knopik joined the Company in June 2023 as a consultant in the role of Interim

Chief Financial Officer.

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

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

Smith also began his career at Ernst and Young,

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

In addition, Mr.

Knopik previously performed that role from August 2019 to November 2022.

Knopik served

as Senior Manager, SEC Reporting and Technical Accounting for Bumble from September 2022 through May of 2023.

Knopik is a consulting

Chief Financial Officer and provides CFO services to businesses primarily in oil and gas, and related services, bio-pharma services,

and technology markets, including hardware, software, and IP.

Knopik has extensive experience with positions in accounting, finance,

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

began his career at KPMG, LLLP.

Knopik received a B.S.

degree in Accounting from the Montana State University.

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

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Yenzer, a director, is delinquent in filing a Form 3, and a Form 4 at the time of this filing.

Insider Trading Arrangements and Policies

board of directors has adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees, which includes our principal

executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

code includes an insider trading policy, which prohibits officers, directors and employees, directly or indirectly through their families

or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company.

This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information.

current copy of the code is posted on our website, www.seer-corp.com.

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John Combs III

Chief Execurive Officer, President and Secretary

Chief Executive Officer, President and Secretary

VP Business Development, MV Technologies

3 unchanged sentences

Equity Awards at Fiscal Year-End 2023

of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Exercisable

Underlying Unexercised

Options (#) Unexercisable

Option Exercise

Option Expiration

Christopher H.

1,000,000 (1)

September 2019, Mr.

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

The options vest quarterly

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

Each tranche of vested options begins to expire 5 years after they vest,

therefore these options expire quarterly, as they vested, between September 1, 2024 through September 1, 2026.

In September 2019, Mr.

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

The options vest quarterly over 2 years, becoming

fully vested on September 1, 2021.

Each tranche of vested options begins to expire 5 years after they vest, therefore these options

expire quarterly, as they vested, between September 1, 2024 through September 1, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

executive officer who in this report are collectively referred to as the “Named Executive Officers;”

of our directors;

of our executive officers (as that term is defined under the rules and regulations of the SEC) and directors as a group.

following table sets forth as of April 15, 2024, certain information regarding beneficial ownership of our common stock

Each person known to us

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

Each executive officer

who in this report are collectively referred to as the “Named Executive Officers;”

Each of our directors;

All of our executive officers

(as that term is defined under the rules and regulations of the SEC) and directors as a group.

have determined beneficial ownership in accordance with Rule 13d-3 under the Exchange Act.

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Broomfield, CO 80021

Fortunato Villamagna

President - PWS

370 Interlocken Blvd., Ste 680

Broomfield, CO 80021

Interim Chief Financial Officer

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All Officers and Directors as a Group (4 persons)

4,606,315 (7)

Represents less than 1%

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

Securities and Exchange Commission as having or sharing, directly

or indirectly (1) voting power, which includes the power to vote or to direct the voting, or (2) investment power, which includes

the power to dispose or to direct the disposition, of shares of the common stock of an issuer.

The definition of beneficial ownership

includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that

currently are exercisable or convertible or that will become exercisable or convertible within 60 days.

Unless otherwise indicated,

the beneficial owner has sole voting and investment power.

of 3,606,315 shares owned by Mr.

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

vested within 60 days of this report.

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

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

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

of 3,800,000 shares owned by Mr.

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

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

“Beneficial ownership”

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

Securities and Exchange Commission as having or sharing, directly or indirectly

(1) voting power, which includes the power to vote or to direct the voting, or (2) investment power, which includes the power to

dispose or to direct the disposition, of shares of the common stock of an issuer.

The definition of beneficial ownership includes

shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently

are exercisable or convertible or that will become exercisable or convertible within 60 days.

Unless otherwise indicated, the beneficial

owner has sole voting and investment power.

of 3,606,315 shares owned by Mr.

Consists of options to

purchase 1,000,000 shares of common stock, which were exercisable as of the date of this report, and shares becoming vested within

60 days of this report.

Consists of 5,140,832 shares

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

of short-term debt, 250,000 shares of common stock issued in March 2018 related to a private offering, and 700,000 shares which were

issued to LPD during fiscal year 2019 related to penalty on late payment of short-term note.

Consists of 3,800,000 shares

Clyde Berg, and 2,210,000 shares which are issuable as of December 31, 2021, related to penalty on late payment of short-term

notes, issued in fiscal year 2019.

Consists of 400,000 shares

Carl Berg and 2,400,000 shares owned by Carl and Mary Ann Berg CRT for which Mr.

Berg has beneficial

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

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

Berg has beneficial ownership, 125,000

shares issuable related to a short-term note issued July 8, 2020, and 575,000 shares which are issuable as of December 31, 2021,

related to long term debt issued in July 2018.

Consists of 3,606,315 shares

Combs and options to purchase 1,000,000 shares of common stock held by Mr.

Yenzer, which were exercisable as of the

date of this report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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Fees were for professional services rendered for federal, state and international tax compliance, tax advice and tax planning.

Policies and Procedures

board of directors does not have a formal pre-approval policy for audit and non-audit services performed by the Company’s auditor

and the fees to be paid in connection with such services related to assurance that the provision of such services does not impair the

auditor’s independence.

FINANCIAL STATEMENTS AND EXHIBITS

2 unchanged sentences

Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

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

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

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

to Consolidated Financial Statements

of Incorporation, dated February 13, 2002 (1)

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

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

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

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

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

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

$225,000 Convertible Note and Note Agreement of the Corporation, issued February 14, 2012 (2)

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

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

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

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

for Merger with Satellite Organizing Solutions, Inc.

Agreement between the Company and Monty R.

Lamirato, dated October 8, 2013 (3)

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

of Ethics (1)

of Registrant (1)

Certification

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

Certification

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

Certification

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

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

Certification

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

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

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

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

Agreement for Merger with Satellite Organizing Solutions, Inc.

Code of Ethics (1)

Subsidiaries of Registrant (1)

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

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

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

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

by reference to the Company’s Report on Form 10 Amendment No.

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Financial Statements

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Linkbase Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

Incorporated by reference

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

Incorporated by reference

to the Company’s Report on Form 10 Amendment No.

1 filed July 23, 2013.

by reference to the Company’s Report on Form 10-Q filed November 14, 2013

by reference to the Company’s Report on Form 10-K filed March 27, 2014

certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing

under the Securities Act of 1933, as amended or the Exchange Act.

to applicable securities laws and regulations, these interactive data files will not be deemed “filed” for the purposes

of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor will they be

deemed filed or made a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of

1933, or otherwise subject to liability under those sections.

Incorporated by reference

to the Company’s Report on Form 10-Q filed November 14, 2013

Incorporated by reference

to the Company’s Report on Form 10-K filed March 27, 2014

Filed herewith

This certification is deemed

not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act

of 1933, as amended or the Exchange Act.

Pursuant to applicable

securities laws and regulations, these interactive data files will not be deemed “filed” for the purposes of Section

18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor will they be deemed filed

or made a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise

subject to liability under those sections.

to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement

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April 16, 2024

ENVIRONMENTAL & ENERGY RESOURCES, INC.

STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES,

John Combs III

Executive Officer with

Responsibility

to sign on behalf of Registrant as a

authorized officer and principal executive officer

Chief Financial Officer with

responsibility

to sign on behalf of Registrant as a

authorized officer and principal financial officer

Chief Executive Officer with

Responsibility to sign on behalf of Registrant as a

Duly authorized officer and principal executive officer

Interim Chief Financial Officer with

responsibility to sign on behalf of Registrant as a

duly authorized officer and principal financial officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

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John Combs III

of the Board of Directors

April 13, 2023

Chairman of the Board of Directors

John Combs III

/s/ Christopher

Christopher Scott Yenzer

April 13, 2023

/s/ Christopher

Christopher Dieterich

April 13, 2023

99.1 Financial Statements

Audited Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

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

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

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

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

and subsidiaries (the

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

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

“financial statements”).

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

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

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

Paragraph – Going Concern

and subsidiaries

(the “Company”) as of December 31, 2023 and 2022 and the related consolidated statements of operations,

stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023 and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles

generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

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

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Current Assets

Cash and cash

Accounts receivable, net

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

Cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $ 24,200

and $ 179,000 ,

Contract assets

expenses and other current assets

Prepaid expenses and other current assets

Assets held for sale

Total Current Assets

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Contract liabilities

Paycheck protection program

Deferred revenue

Customer deposits

Short term notes

Short term notes and accrued

interest - related party

Short term notes and accrued interest - related party

Convertible notes

Current portion of long

portion of lease liabilities

Current portion of long-term debt and capital lease obligations

Current portion of lease liabilities

Liabilities held for sale

Total Current Liabilities

Lease liabilities net of current portion

Long term debt, net of current portion

Long term debt

Total Liabilities

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Stock Subscription receivable

Accumulated deficit

( 34,377,900 )

( 32,005,100 )

stockholders’ deficit

Total stockholders’ deficit

( 11,339,000 )

( 8,966,200 )

Non-controlling

Non-controlling interest

( 1,949,500 )

( 1,941,800 )

Total Deficit

( 13,288,500 )

( 10,908,000 )

TOTAL LIABILITIES AND

STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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STATEMENTS OF OPERATIONS

The Years Ended December 31,

For the Years Ended December 31,

Total revenue

Operating expenses:

1 unchanged sentence

Solid waste costs

General and administrative

and related expenses

Impairment - Intangibles

Impairment - Goodwill

operating expenses

General and administrative expenses

Salaries and related expenses

Impairment - Investments

Total operating expenses

Loss from operations

( 1,683,500 )

( 1,429,700 )

Other income (expense):

Interest expense

Gain on abandonment

Gain on debt extinguishment

non-operating expense, net

Income (loss) from continuing operations

Total non-operating expense, net

Loss from continuing operations

( 2,540,200 )

Income from discontinued

operations, net of tax

Net lncome (loss)

( 2,060,900 )

Net income (loss)

attributable to non-controlling interest

Net income (loss) attributable to SEER common

Income (loss) from discontinued operations, net of tax

( 2,380,500 )

Basic earnings per share attributable to SEER

common stockholders

( 2,711,500 )

Net loss attributable to non-controlling interest

Net Loss attributable to SEER common stockholders

$ ( 2,372,800 )

$ ( 2,640,300 )

Basic earnings per share attributable to SEER common stockholders

Loss from continuing operations, per share

Income from discontinued

operations, per share

Net income (loss) per share, basic

Fully diluted earnings per share attributable

to SEER common stockholders

Loss from 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

Income from discontinued

operations, per share

Net income (loss) per share, basic

Loss from discontinued operations, per share

Net Loss per share, basic

Weighted average shares outstanding – basic

Weighted average shares outstanding –

Weighted average shares outstanding – diluted

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

1 unchanged sentence

STATEMENT OF STOCKHOLDERS’ DEFICIT

Preferred Stock

Additional Paid-in

Stock Subscription

Non-controller

Stockholders’

at December 31, 2020

Stock-based compensation

Total Stockholders’

Balances at December 31, 2021

( 29,364,800 )

( 1,870,600 )

( 8,196,500 )

( 2,640,300 )

( 2,711,500 )

Balances at December 31, 2022

( 32,005,100 )

( 1,941,800 )

( 10,908,000 )

( 32,005,100 )

( 1,941,800 )

( 10,908,000 )

( 2,372,800 )

( 2,380,500 )

Balances at December 31, 2023

( 34,377,900 )

( 1,949,500 )

( 13,288,500 )

( 34,377,900 )

( 1,949,500 )

( 13,288,500 )

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

1 unchanged sentence

STATEMENT OF CASH FLOWS

the year ended December 31,

Cash flows from operating

Loss from continuing

For the Years Ended December 31,

Cash flows from operating activities:

Loss from continuing operations

$ ( 2,540,200 )

from discontinued operations

Net income (loss)

$ ( 2,060,900 )

Adjustments to reconcile net loss to net cash

provided by operating activities:

Depreciation and amortization

Stock-based compensation

Gain on abandoment of subsidiary

Income (loss) from discontinued operations

( 2,380,500 )

Non-cash expense for interest,

accretion of debt discount

Gain on debt distinguishment

Loss/(Gain) on disposition

( 2,711,500 )

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

Depreciation and amortization

Loss on sale of fixed assets

Gain on debt extinguishment

Gain on assets held for sale

Impairment Loss

2 unchanged sentences

Contract assets

Prepaid expenses and other

Accounts payable, accrued

liabilities, and customer deposits

Prepaid expenses and other assets

Accounts payable, accrued liabilities, and customer deposits

Contract liabilities

Net cash used in operating

( 1,024,000 )

Deferred revenue

Assets and liabilities held for sale

Net cash used in operating activities

( 1,024,000 )

Cash flows from investing activities:

Purchase of property and

from the sale of fixed assets

Net cash (used in)

provided by investing activities

Purchase of property and equipment

Proceeds from the sale of assets held for sale

Net cash (used) provided by investing activities

Cash flows from financing activities:

Payments of notes

Payments of short-term

notes - related party

Proceeds from short-term

notes and accrued interest - related party

Proceeds from short-term

and long-term debt

from paycheck protection program

Net cash provided by

financing activities

Payments of short-term notes - related party

Proceeds from short-term and long-term debt

Net cash provided by financing activities

Net increase (decrease) in cash

at the beginning of period

at the end of period

Supplemental disclosures

of cash flow information:

paid for interest

Cash paid for income taxes

of prepaid insurance premiums

repayment of debt

purcahse of equipment

payment of interest

Cash at the beginning of period

Cash at the end of period

Supplemental disclosures of cash flow information:

Cash paid for interest

Investment in PSMW

Financing of prepaid insurance premiums

Non-cash purchase of equipment

Non-cash repayment of debt - PPP Loan

Non-cash payment of interest

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

15 unchanged sentences

2) Strategic Environmental

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

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

was discarded and abandoned on September 1, 2021, all operations are included in discontinued operations (See Note 14).

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

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

PWS is currently owned 54 %

by SEER, PelleChar is owned 51 %

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

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

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

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

oxidation process that makes possible the clean and efficient destruction of solid hazardous chemical and biological waste ( i.e .,

regulated medical waste, chemicals, pharmaceuticals and refinery tank waste, etc .) without landfilling or traditional incineration

and without harmful emissions.

Additionally, this technology “cleans” and conditions emissions and gaseous waste streams

( i.e ., volatile organic compounds and other greenhouse gases) generated from diverse sources such as refineries, oil fields, and

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

was established in September 2018 and is owned 51 %

Pellechar has secured third-party pellet manufacturing capabilities from one of the nation’s premier pellet manufacturers.

Working closely with Biochar Now, LLC, Pellechar commenced sales in late 2019 of its proprietary pellets containing the proven and superior

Biochar Now product starting with the landscaping and big agriculture markets.

At this time, Pellechar is the only company able to offer

a soil amendment pellet containing the Biochar Now product that is produced using the patented pyrolytic process.

Materials, LLC, (“SEM”), was a materials technology company focused on development of cost-effective chemical absorbents, whose operations were discontinued during the year ended December 31,

(See Note 13)

two majority-owned subsidiaries are 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.

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, 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.

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

Pellechar has secured third-party pellet manufacturing capabilities from

one of the nation’s premier pellet manufacturers.

Working closely with Biochar Now, LLC, Pellechar commenced sales in late 2019

of its proprietary pellets containing the proven and superior Biochar Now product starting with the landscaping and big agriculture markets.

At this time, Pellechar is the only company able to offer a soil amendment pellet containing the Biochar Now product that is produced

using the patented pyrolytic process.

of Consolidation

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

of approximately $ 32.0 million

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

$ 2.7 million.

of approximately $ 34.4 million as of December 31, 2023, and for the year ended December 31, 2023, we incurred a net loss from continuing

operations of approximately $ 2.4 million.

As of December 31, 2023, our current liabilities exceeded our current assets by approximately

These factors raise substantial doubt

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

$ 11.6 million.

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

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

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

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

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

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

the year ended December 31, 2023, the Company raised approximately $ 0.9

million from the issuance of short-term and long-term debt, offset by payments of principal on short term notes of $ 0.2

million, for a net cash provided by financing activities of approximately $ 0.7

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

The Company continues

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

pricing, aggressive cost management and overhead reductions.

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

Company’s joint ventures.

The Company has increased business

development efforts to address opportunities identified in expanding markets attributable to increased interest in energy

conservation and emission control regulations.

In addition, the Company is evaluating various forms of financing which may be

available to it.

There can be no assurance that the Company will secure additional financing for working capital, increase revenues

and achieve the desired result of net income and positive cash flow from operations in future years.

These financial statements do

not give any effect to any adjustments that would be necessary should the Company be unable to report on a going concern

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

attention to pricing, aggressive cost management and overhead reductions.

Critical to achieving profitability will be the ability to

license and or sell, permit and operate though the Company’s joint ventures.

The Company has increased business development

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

emission control regulations.

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

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted

in the United States (U.S.

GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets

and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported

amounts of revenues and expenses during the period.

Significant items subject to such estimates and assumptions include the forecasted

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

The carrying amount of intangible assets;

valuation allowances

and reserves for receivables;

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

Company’s ability to continue as a going concern.

Actual results could differ from those estimates.

preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States

GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities

and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts

of revenues and expenses during the period.

Significant items subject to such estimates and assumptions include the cash flows used in the impairment testing

of definite lived tangible and intangible assets;

valuation allowances and reserves for receivables;

revenue recognition related to contracts

accounted for under the percentage of completion method;

revenue recognition method for perpetual technology license agreements;

compensation;

discontinued operations future consideration and carrying amounts of equity investments.

Actual results could differ from

those estimates.

Reclassifications

Certain reclassifications have been made in 2021 consolidated

financial statements to conform to the 2022 presentation.

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

reclassifications have been made in 2022 consolidated financial statements to conform to the 2023 presentation.

These reclassifications

have no effect on net income for the year ended December 31, 2022.

and Cash Equivalents

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

The allowance for doubtful accounts is based

on our estimate of the amount of probable credit losses in our accounts receivable.

We determine the allowance for doubtful accounts

based upon an aging of accounts receivable, historical experience and management judgment.

Accounts receivable balances are periodically

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

An allowance for doubtful accounts of approximately $ 179,000

had been reserved as of December 31, 2022, and

2021, respectively.

The allowance for doubtful accounts is

based on our estimate of the amount of probable credit losses in our accounts receivable.

We determine the allowance for doubtful

accounts based upon an aging of accounts receivable, historical experience and management judgment.

Accounts receivable balances are

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

for recovery is remote.

An allowance for credit losses of approximately $ 24,200

and $ 179,000

had been reserved as of December 31, 2023, and 2022, respectively.

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

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

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

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

of December 31, 2023, we had three customers who comprised 10% or more of our accounts receivable and had a balance of approximately

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

the year ended December 31, 2023, we had two customers who each had sales in excess of 10% of our revenue and they represented approximately

of total revenue.

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

they represented approximately 36 %

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

represented approximately 23 %

of total revenue.

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

amounts at December 31:

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

at December 31:

SCHEDULE OF INVENTORY

December 31, 2023

December 31, 2022

Finished goods

Work in process

Raw materials

Inventory, net

Concentration

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

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

Company has purchases from three vendors in both 2023 and 2022, each comprising more that 10% of total purchases.

The Company does not

believe it is substantially dependent upon nor exposed to any significant concentration risk related to purchases from any single vendor.

Value of Financial Instruments

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An impairment loss was

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

No impairment was recorded for the year ended December

charged to goodwill in the amount of $ 277,800 for the year ended December 31, 2022, which is reported in discontinued operations, resulting in no goodwill remaining on the balance

of Long-lived Assets

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the amount and timing of estimated future cash flows.

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

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

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those fiscal years.

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

The Company’s financial statements were not materially impacted by the adoption of this guidance.

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

estimated revenue includes all of the following:

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

contract performance is underway, the Company may experience changes in conditions, client requirements, specifications, designs,

materials and expectations regarding the period of performance.

Such changes are “change orders” and may be initiated by

us or by our clients.

In many cases, agreement with the client as to the terms of change orders is reached prior to work commencing;

Total estimated

revenue includes all of the following:

(1) the basic contract price, (2) contract options, and (3) change orders and is recognized as

the contract progresses and costs are incurred.

Once contract performance is underway, the Company may experience changes in conditions,

client requirements, specifications, designs, materials and expectations regarding the period of performance.

Such changes are “change

orders” and may be initiated by us or by our clients.

In many cases, agreement with the client as to the terms of change orders

is reached prior to work commencing;

however, sometimes circumstances require that work progress without obtaining client agreement.

Revenue related to change orders is

recognized as costs are incurred if it is probable that costs will be recovered by changing the contract price.

The Company does not

incur pre-contract costs.

Under the new revenue recognition guidance, we found no significant change in the manner we recognize

product revenue.

Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses are

identified and included as additional loss.

Provisions for estimated losses on contracts are shown separately as liabilities on the

balance sheet, if significant, except in circumstances in which related costs are accumulated on the balance sheet, in which case

Revenue related to change orders is recognized as costs are incurred if it is probable that costs will be recovered by changing the contract

The Company does not incur pre-contract costs.

Under the new revenue recognition guidance, we found no significant change in the

manner we recognize product revenue.

Provisions for estimated losses on uncompleted contracts are recorded in the period in which the

losses are identified and included as additional loss.

Provisions for estimated losses on contracts are shown separately as liabilities

on the balance sheet, if significant, except in circumstances in which related costs are accumulated on the balance sheet, in which case

the provisions are deducted from the accumulated costs.

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SCHEDULE OF DISAGGREGATION OF REVENUE

Environmental

ended December 31, 2022

Environmental

Environmental Solutions

Year ended December 31, 2023

Environmental Solutions

Sources of Revenue

Product sales

Management fees

Environmental

ended December 31, 2021

Environmental

Total Revenue

Environmental Solutions

Year ended December 31, 2022

Environmental Solutions

Sources of Revenue

Product sales (1)

Licensing fees

Operating fees

Management fees

(1) Includes $ 177,200

Total Revenue

$ 120,400 of revenue included in discontinued operations

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SCHEDULE OF CONTRACT BALANCES

(non-current)

Contract Liabilities

Receivable, net

Deferred Revenue (current)

Deferred Revenue (non-current)

Balance as of December 31, 2023

Balance as of December 31, 2022

Increase (decrease)

$ ( 299,700 )

$ ( 121,700 )

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

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Performance Obligations

of December 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$ 0.8 million,

of which the Company expects to recognize approximately 85 %

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

approximately $ 1.7

million, of which the Company expects to recognize approximately 85 %

over the next 12 months.

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and equipment was comprised of the following:

OF PROPERTY PLANT AND EQUIPMENT

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

December 31, 2023

December 31, 2022

Field and shop equipment

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Property and equipment, gross

accumulated depreciation

and amortization

( 1,308,700 )

and equipment, net

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

and $ 105,900 ,

respectively.

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

and $ 80,200 ,

respectively.

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

and $ 25,700 ,

respectively.

accumulated depreciation and amortization

Property and equipment, net

expense for the years ended December 31, 2023, and 2022 was $ 19,500 and $ 44,600 , respectively.

For the year ended December 31, 2023,

and 2022, depreciation expense included in cost of goods sold was $ 19,500 and $ 33,600 , respectively.

For the year ended December 31,

2023, and 2022 depreciation expense included in selling, general and administrative expenses was $ 0 and $ 11,000 , respectively.

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

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assets were comprised of the following:

OF INTANGIBLE ASSETS

carrying amount

carrying value

$ ( 277,800 )

SCHEDULE OF INTANGIBLE ASSETS

December 31, 2023

Gross carrying amount

Accumulated amortization

Net carrying value

Customer list

$ ( 763,500 )

December 31, 2022

Gross carrying amount

Accumulated amortization

Net carrying value

$ ( 277,800 )

carrying amount

carrying value

Customer list

$ ( 910,700 )

$ ( 319,700 )

estimated useful lives of the intangible assets range from seven

Amortization expense, included in selling,

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

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

respectively.

As of December 31, 2022, the Company qualitatively

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

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

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

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

This analysis generally

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

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

Amortization expense, included in selling, general and administrative expenses in the accompanying consolidated

statements of operations, was $ 2,700

for the years ended December 31, 2023, and 2022, respectively.

of December 31, 2022, the Company qualitatively assessed whether it is more likely than not that the fair value of the SEER Environmental

Materials reporting unit was less than its carrying amount.

In 2022, SEM became aware of quality issues concerning its inventory production

process and determined that as of December 31, 2022 it was more likely than not that the carrying value of the SEER Environmental Materials

reporting unit exceeded its estimated fair value.

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

the income approach.

This analysis generally requires management to make significant estimates and assumptions related to forecasts of

future revenues, operating margins, and discount rates.

Pursuant to Accounting Standard Update (“ASU”) 2017-04, the Company

recorded an impairment of goodwill of approximately $ 277,800 for the year ended December 31, 2022.

No impairment of goodwill was recorded

for the year ended December 31, 2023.

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

Company has entered into operating leases primarily for real estate.

These leases have terms which range from 1 to 8 years,

and often include one or more options to renew.

These renewal terms can extend the lease term from 1 year

to month-to-month and are included in the lease term when it is reasonably certain that the Company will exercise the option.

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

Sheets and represent the Company’s right to use the underlying asset for the lease term.

The Company’s obligation to

make lease payments are included in “Current portion of lease liabilities” and “Lease liabilities net of current

portion” on the Company’s December 31, 2022, Consolidated Balance Sheets.

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

assets were approximately $ 249,700 ,

and operating lease liabilities were approximately $ 280,500

respectively .

All operating lease expense is

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

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

operating lease costs for right-of-use assets.

These leases have terms which range from 1 to 8 years, and often

include one or more options to renew.

These renewal terms can extend the lease term from 1 year to month-to-month and are included in

the lease term when it is reasonably certain that the Company will exercise the option.

These operating leases are included in “Right

of use assets” on the Company’s December 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 December 31, 2023, Consolidated

Balance Sheets.

As of December 31, 2023, total right-of-use assets were approximately $ 191,300 , and operating lease liabilities were

approximately $ 217,600 respectively.

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

ended December 31, 2023, the Company recognized approximately $ 83,600 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

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

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

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

Years Ended December 31,

Cash paid for operating lease liabilities

Right-of-use assets obtained in exchange for

new operating lease obligations

Weighted-average remaining lease term

Weighted-average discount rate

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

OF MATURITIES OF LEASE LIABILITIES

Lease liabilities

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Total operating lease

Less imputed interest

Total lease liabilities

Current operating lease liabilities

Non-current operating

lease liabilities

Total lease liabilities

7 - ACCRUED LIABILITIES

liabilities were comprised of the following:

OF ACCRUED LIABILITIES

Accrued compensation and related

SCHEDULE OF ACCRUED LIABILITIES

December 31, 2023

December 31, 2022

Accrued compensation and related taxes

Accrued interest

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estimated earnings and billings on uncompleted contracts are as follows:

OF UNCOMPLETED CONTRACTS

SCHEDULE OF UNCOMPLETED CONTRACTS

Revenue recognized

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membership units to Black Stone.

Fortunato Villamagna,

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

In June 2012, the Company and Blackstone

each allocated 10 %

Fortunato Villamagna, who serves as President of our PWS subsidiary, is a managing member and

Chairman of Black Stone.

In June 2012, the Company and Blackstone each allocated 10 %

of their respective membership units in PWS to Mr.

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

Michael Cardillo,

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

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

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

Cardillo, a shareholder of the Company and an officer of a subsidiary at the time.

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

the allocation.

As of December 31, 2023, the Company owned 54 %

of the membership units, Black Stone owned 36 %

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

Black Stone in exchange for 1,000,000

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

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

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

In March 2012, the Company entered into an

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

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

The term commenced as of the

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

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

royalty payments due the Company.

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

PWS generated licensing and

unit sales revenues of approximately $ 0

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

respectively.

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

million in funding to PWS for working capital

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

No members of PWS have made

capital contributions or other funding to PWS other than SEER.

The intent of the operating agreement is that we will provide the funding

as an advance against future earnings distributions made by PWS.

Black Stone in exchange for 1,000,000 shares of our common stock valued at $ 100,000 .

We estimated the useful life of the IP at ten years,

which was consistent with the useful life of other technology included in our intangible assets, and management’s initial assessment

of the potential marketability of the IP.

In March 2012, the Company entered into an Irrevocable License & Royalty Agreement with

PWS that grants PWS an irrevocable world-wide license to the IP in exchange for a 5 % royalty on all revenues from the sale or lease of

all CoronaLux™ units from PWS and its affiliates.

The term commenced as of the date of the Agreement and shall continue for a period

not to exceed the life of the patent or patents filed by the Company.

PWS may sub license the IP and any revenue derived from sub licensing

shall be included in the calculation of Gross Revenue for purposes of determining royalty payments due the Company.

Royalty payments

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

PWS generated no licensing and unit sales revenues for the years ended December

31, 2023, and 2022.

its inception through December 31, 2023, we have provided approximately $ 6.4 million in funding to PWS for working capital and the further

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

No members of PWS have made capital contributions

or other funding to PWS other than SEER.

The intent of the operating agreement is that we will provide the funding as an advance against

future earnings distributions made by PWS.

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

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

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

as a non-refundable initial licensing fee and

distributions of 50 %

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

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

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

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

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

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

for strategic reasons.

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

company owned facilities.

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

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

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

destruction units for an initial term of seven years and required a payment of $ 225,000 as a non-refundable initial licensing fee and

distributions of 50 % of net operating profits, as defined in the agreement, in lieu of continuing royalty payments for the use of the

licensed technology.

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

waste destruction technology.

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

the South Coast Air Quality Management District (“SCAQMD”) to operate the CoronaLux™ unit licensed by MWS at its facility

in Southern California.

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

the expansion plan outlined in the original agreement), with both parties agreeing to continue operating the CoronaLux under the original

terms of the agreement, for strategic reasons.

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

to anyone or develop company owned facilities.

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

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

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

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

1 unchanged sentence

to exploit the PWS medical waste destruction technology.

PSMW has an exclusive license to the CoronaLux™ technology in a

six-state area of the Southern United States.

In 2017, PSMW purchased and installed three CoronaLux™

units for $ 600,000 .

PWS incurred costs of $ 525,700

to prepare the three units for sale.

in the form of medical waste destruction began in 2018.

PSMW has an exclusive license to the CoronaLux™ technology in a six-state

area of the Southern United States.

In 2017, PSMW purchased and installed three CoronaLux™ units for $ 600,000 .

PWS incurred costs

of $ 525,700 to prepare the three units for sale.

Operations in the form of medical waste destruction began in 2018.

Southwest Medical Waste, LLC

July 20, 2022, PWS transferred all patents owned covering medical waste destruction, and related technology, to its joint venture,

Paragon Southwest Medical Waste (“PSMW”), in exchange for non-voting units in PSMW.

The units in PSMW transferred in

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

on a total consolidated basis.

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

agreement between PWS and PSMW.

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

The Company assessed

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

10 – INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

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

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

Two joint ventures have limited their activity to formation

only, no other operations have commenced.

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

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

July 20, 2022, PWS transferred all patents owned covering medical waste destruction, and related technology, to its joint venture, Paragon

Southwest Medical Waste (“PSMW”), in exchange for non-voting units in PSMW.

The units in PSMW transferred in connection with

this transaction increased SEER’s equity in PSMW to approximately 20 %, on a total consolidated basis.

This transaction also canceled

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

The Company recorded its investment

in PSMW of $ 182,200 under the cost method of accounting.

The Company assessed its investment in PSMW for impairment, and as of December

31,2023, determined that full impairment of this investment was required.

In 2023 PWS sold PSMW in a stock transaction and now holds a small, minority interest in Amlon Holdings.

as of December 31, 2023, and 2022 was comprised of the following:

SCHEDULE OF DEBT

PAYROLL PROTECTION PROGRAM

Under the Small

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

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

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

or 24 weeks of the receipt of the loan proceeds .

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

SHORT TERM NOTES

Secured short term note

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

The note requires a one-time fee in the amount

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

accruing on the first day of the week.

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

The note requires a one-time fee in the amount of $ 4,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $ 400 shall be due and owing accruing on the first day of the week.

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

A fee of 40,000 shares

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

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

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

date beginning in month 7 until paid in full.

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

of an officer of the Company.

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

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

No additional shares will be issued

by the Company.

A fee of 40,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 80,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full.

The note is secured by the future sale of CoronaLux units and a personal guarantee of an officer of the Company.

The penalty period for shares to be issued has been reached, however, the debt holder agreed to a reduction and a fixed amount of penalty shares in 2018, as issuable under the terms of this agreement.

No additional shares will be issued by the Company.

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

interest accrues on the unpaid balance.

Secured short term note

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

The note requires a one-time fee in the amount

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

accruing on the first day of the week.

No interest accrues on the unpaid balance.

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

The note requires a one-time fee in the amount of $ 5,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $ 400 shall be due and owing accruing on the first day of the week.

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

A fee of 50,000 shares

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

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

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

date beginning in month 7 until paid in full.

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

of an officer of the Company.

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

and fixed amount of penalty shares during 2018.

A fee of 50,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 100,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full.

The note is secured by the future sale of CoronaLux units and a personal guarantee of an officer of the Company.

The penalty period for shares to be issued has been reached, however, the debt holder agreed to a reduced and fixed amount of penalty shares during 2018.

No additional shares will be issued by the Company.

The reduction of penalty shares

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

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

No interest accrues on the unpaid balance.

Note payable dated November

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

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

The note is unsecured.

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

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

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

Unpaid interest

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

Secured short

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

The note requires a one-time fee

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

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

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

The Company made interest payments totaling $ 84,100 of which $ 37,726 of interest and principal reduction of $ 1,900 was paid by the issuance of 140,000 shares of common stock during 2018 and the note holder has continued to extend the due date .

Unpaid interest at December 31, 2023 is approximately $ 465,100 .

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

The note requires a one-time fee in the amount of $ 15,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-12) a fee of $ 1,500 shall be due and owing accruing on the first day of the week.

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

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

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

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

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

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

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

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

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

Unpaid one-time fees

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

Secured short term note

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

A fee of 50,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 4 through 6, and a fee of 100,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full .

The note is secured by the future sale of any and all PelleChar products and a personal guarantee of an officer of the Company.

The penalty period for shares to be issued has been reached, and the maximum agreed common shares have been accrued, and has been recorded as interest expense in prior periods.

Unpaid one-time fees at December 31, 2023 is approximately $ 30,000 .

Secured short term note payable dated July 2, 2019 with principal and interest due 60

days from issuance.

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

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

The note accrues

interest at 12 % annually.

options, which the company recorded the fair value of $ 37,300

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

The note accrues interest at 12 %

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

The Company has not received notice from the lender and

continue to accrue interest.

The Company has not received notice from the lender and continue to

accrue interest.

For the year ended December 31, 2023, the Company recorded interest expense of $ 12,000 .

Unpaid interest

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

Secured short term note

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

The note requires a one-time fee in the amount

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

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

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

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

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

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

paid in full .

Unpaid interest at December 31, 2023 is approximately $ 54,000 .

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

The note requires a one-time fee in the amount of $ 5,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-12) a fee of $ 500 shall be due and owing accruing on the first day of the week and was recorded as interest.

A fee of 15,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 30,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full .

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

The penalty period for shares to

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

prior periods.

The penalty period for shares to be issued has been reached, and the maximum agreed common shares have been accrued, and has been recorded as interest expense in prior periods.

Unpaid interest at December 31, 2023 is approximately $ 10,000 .

Secured short term note

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

On April 24, 2020, this note was extended

to October 15, 2020.

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

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

The note extension

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

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

On November 3, 2020, this note

was extended to October 15, 2021.

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

On April 24, 2020, this note was extended to October 15, 2020.

The note requires a one-time issuance of 200,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $ 13,000 as debt discount, amortized over the life of the note.

The note extension requires a one-time issuance of 200,000 common shares of the Company upon the extended maturity date of the note, which the company recorded the fair value of $ 20,000 as debt discount, amortized over the life of the note.

On November 3, 2020, this note was extended to October 15, 2021.

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

The note accrues interest at 15 % annually.

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

For the year ended December 31, 2023, the Company recorded interest expense of $ 45,000 .

Unpaid interest at December 31, 2023 is approximately $ 189,500 .

Secured short term note

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

The note requires a one-time issuance of

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

debt discount, amortized over the life of the note.

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

The note requires a one-time issuance of 250,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $ 16,300 as debt discount, amortized over the life of the note.

The note accrues interest at 15 % annually.

The note is past due as the date of

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

For the year ended December 31, 2023, the Company recorded interest expense of $ 67,500 .

Unpaid interest at December

31, 2022 is approximately $ 205,800 .

Secured short term note

payable dated October 1, 2019.

The note accrues interest at 6 %

The note’s principal is to be paid in twelve

monthly installments commencing on January 15,

In 2021, an extension was negotiated with the lender.

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

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

Secured short term note payable

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

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

on March 15, 2021.

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

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

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

note is past due as the date of this filing.

Unpaid interest at December 31, 2023 is approximately $ 273,300 .

Secured short term note payable dated March 16, 2020, maturing on March 15, 2021 .

The note bears annual simple interest, at a rate of 14 %, and matures on March 15, 2021.

The Lender receives a one-time option grant to purchase 60,000 shares of the Company’s common stock for $ 0.10 per share for a period of 3 years from grant date, on the maturity date, with payment of principal and interest.

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

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

For the year ended December 31, 2023, the Company recorded interest expense of $ 14,000 .

and $ 800 of interest related to debt discount.

Unpaid interest at December 31, 2023 is approximately $ 53,100 .

Secured short term note payable dated March

17, 2020, maturing on March 16, 2021 .

Secured short term note payable dated March 17, 2020, maturing on March 16, 2021 .

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

The Lender receives a one-time option

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

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

These options were value

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

The note is past

due as the date of this filing.

The Lender receives a one-time option grant to purchase 30,000 shares of the Company’s common stock for $ 0.10 per share for a period of 3 years from grant date, on the maturity date, on the maturity date, with payment of principal and interest.

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

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

For the year ended December 31, 2023, the Company recorded interest expense of $ 7,000 .

Unpaid interest

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

Secured short term note payable dated July

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

The note requires a one-time issuance

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

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

Unpaid interest at December 31, 2023 is approximately $ 26,500 .

Secured short term note payable dated July 8, 2020, maturing on December 7, 2020 , bearing annual simple interest at a rate of 15 %.

The note requires a one-time issuance of 200,000 common shares of the Company upon the maturity date of the note, which the company recorded the fair value of $ 11,300 as debt discount, amortized over the life of the note.

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

For the year ended

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

For the year ended December 31 2023, the Company recorded interest expense of $ 33,000 .

Unpaid interest at December 31, 2023 is approximately $ 114,900

Unsecured short term note payable dated

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

The note is past due

as the date of this filing.

Unsecured short term note payable dated August 18, 2020, maturing on November 17, 2020 , bearing annual simple interest at a rate of 15 %.

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

For theyear ended December 31, 2023, the Company recorded interest expense of $ 18,000 .

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

Secured short term note payable dated September

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

The note is past due as the date

of this filing.

Unpaid interest at December 31, 2023 is approximately $ 60,600 .

Secured short term note payable dated September 3, 2020, maturing on December 4, 2020 , bearing annual simple interest at a rate of 15 %.

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

For the year ended December 31, 2023, the Company recorded interest expense of $ 42,000 .

Unpaid interest

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

A secured note payable of $ 500,000

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

simple interest and matures on August 15, 2023.

Monthly payments of $ 25,000

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

At the end of the sixth month monthly payments in

the amount of $ 50,000

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

For the year ended

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

Unpaid interest at December 31, 2023 is approximately $ 139,700 .

A secured note payable of $ 500,000 dated August 15, 2022, secured by net revenue from sale of any and all MV Technology products, bearomg interest at an annual rate of 10 % simple interest and matures on August 15, 2023 .

Monthly payments of $ 25,000 a month on the last day of the third month and continue in months four and five.

At the end of the sixth month monthly payments in the amount of $ 50,000 and continue until the end month twelve at which time all outstanding principal and interest shall be due.

For the year ended December 31, 2023 the Company recorded interest expense of $ 50,000 .

Unpaid interest at December 31, 2023 was approximately $ 68,800 .

An unsecured note of $ 100,000

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

payable on or before July 19, 2023.

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

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

An unsecured note of $ 100,000 payable, dated July 20, 2022, interest at an annual rate of 8 % payable on or before July 19, 2023.

For the year ended December 31, 2023 the Company recorded interest expense of $ 8,000 .

Unpaid interest at December 31, 2023 was approximately $ 11,600 .

Secured short term note payable dated November 17, 2022, interest at an annual rate of 12 % payable on or before February 17, 2023.

The note has been paid, and unpaid interest at December 31, 2023 was $ 0 .

An secured note of $ 350,000 payable, dated January 20, 2023, interest at an annual rate of 8 % payable on or before October 18, 2023.

For the year ended December 31, 2023 the Company recorded interest expense of $ 26,500 .

Unpaid interest at December 31, 2023 was approximately $ 26,500 .

An secured note of $ 300,000 payable, dated March 10, 2023, interest at an annual rate of 8 % payable on or before December 10, 2023.

For the year ended December 31, 2023 the Company recorded interest expense of $ 19,500 .

Unpaid interest at December 31, 2023 was approximately $ 19,500 .

An secured note of $ 200,000 payable, dated May 16, 2023, interest at an annual rate of 8 % payable on or before December 10, 2023.

For the year ended December 31, 2023 the Company recorded interest expense of $ 9,800 .

Unpaid interest at December 31, 2023 was approximately $ 9,800 .

Total Short-term notes

Secured short term note payable dated August

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

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

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

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

The note is from a family member of

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

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

of $ 28,800 .

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

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

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

For the year ended December 31, 2023, the Company recorded interest expense of $ 28,800 , and paid $ 12,000 of accrued interest during 2023.

Unpaid interest as of December 31, 2023 is approximately $ 76,400 .

Total short-term

notes - related party

Convertible notes payable, interest at 8 %

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

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

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

officer of the Company.

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

remained the same.

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

Total short-term notes - related party

Convertible notes payable, interest at 8 % per annum, unpaid principal and interest maturing 3 years from note date between August 2018 and October 2019, convertible into common stock at the option of the lenders at a rate of $ 0.70 per share;

one convertible note for $ 250,000 has a personal guarantee of an officer of the Company.

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

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

No default notice has been received from the noteholders.

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

expense of $ 155,300 .

For the year ended December 31, 2023, the Company recorded interest expense of $ 140,900 .

Unpaid interest at December 31, 2023 is approximately $ 840,600 .

Total convertible notes

current portion

( 1,605,000 )

Long term convertible

notes, including debt discount

Long term convertible notes, including debt discount

LONG TERM NOTES

Note payable dated July 13,

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

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

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

Monthly payments of principal and

accrued interest did not commence in 2019.

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

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

No monthly payments are due for the first six months, commencing in month seven, principal and accrued interest will be amortized and payable over the remaining 30 months.

Monthly payments of principal and accrued interest did not commence in 2019.

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

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

During the year ended December 31,

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

The shares were valued

at $ 44,000 recorded as debt discount.

During the year ended December 31, 2018, the Company recorded 200,000 shares of its common stock as issuable under the terms of this agreement.

The shares were valued at $ 44,000 recorded as debt discount.

For the year ended December 31, 2023, the Company recorded interest expense of $ 100,000 .

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

Note payable dated April 2020, interest

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

Forty-eight monthly payments

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

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

interest expense of $ 2,600 .

Note payable dated January 19, 2021, interest

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

This note is included as part of a series of anticipated

notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

Unpaid interest at December 31, 2023 was approximately $ 546,900 .

Note payable dated January 19, 2021, interest at an annual rate of 8 % simple interest and matures on January 18, 2026 .

This note is included as part of a series of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

For the year ended December 31, 2023, the Company recorded interest expense of $ 12,000 Unpaid interest at December 31, 2023 was approximately $ 35,700

Note payable dated February 2, 2021, interest

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

This note is included as part of a series of anticipated

notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

Note payable dated February 2, 2021, interest at an annual rate of 8 % simple interest and matures on January 18, 2026 .

This note is included as part of a series of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

For the year ended December 31, 2023, the Company recorded interest expense of $ 40,000 .

Unpaid interest at December 31, 2021 was

approximately $ 76,400 .

Note payable dated May 25, 2021, interest

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

This note is included as part of a series of anticipated

notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

Unpaid interest at December 31, 2023 was approximately $ 116,400 .

Note payable dated May 25, 2021, interest at an annual rate of 8 % simple interest and matures on January 18, 2026 .

This note is included as part of a series of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

For the year ended December 31, 2023, the Company recorded interest expense of $ 14,800 .

Unpaid interest at December 31, 2022 was

approximately $ 23,300 .

Note payable dated August 5, 2021, interest

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

This note is included as part of a series of anticipated

notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

Unpaid interest at December 31, 2023 was approximately $ 38,500 .

Note payable dated August 5, 2021, interest at an annual rate of 8 % simple interest and matures on January 18, 2026 .

This note is included as part of a series of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

For the year ended December 31, 2023, the Company recorded interest expense of $ 40,000 .

Unpaid interest at December 31, 2022 was

approximately $ 55,900 .

Note payable dated November 2, 2021, interest

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

This note is included as part of a series of anticipated

notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

Unpaid interest at December 31, 2023 was approximately $ 95,900 .

Note payable dated November 2, 2021, interest at an annual rate of 8 % simple interest and matures on January 18, 2026 .

This note is included as part of a series of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC., in accordance with the note’s provisions.

For the year ended December 31, 2023, the Company recorded interest expense of $ 20,000 .

Unpaid interest at December 31, 2021 was

approximately $ 23,300 .

Note payable of $ 250,000 dated February

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

This note is included as part of a series

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

(Note 1), in accordance with

the note’s provisions.

Unpaid interest at December 31, 2023 was approximately $ 43,300 .

Note payable of $ 250,000 dated February 11, 2022, interest at an annual rate of 8 % simple interest and matures on February 10, 2027 .

This note is included as part of a series of anticipated notes, all of which will be converted into common equity of Paragon Waste Services, LLC.

(Note 1), in accordance with the note’s provisions.

For the year ended December 31, 2023, the Company recorded interest expense of $ 19,500 .

Unpaid interest

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

Unpaid interest at December 31, 2023 was approximately $ 37,200 .

Total long-term notes

2 unchanged sentences

maturities as of December 31, 2023, are as follows:

OF DEBT MATURITIES

SCHEDULE OF DEBT MATURITIES

Year Ending December 31,

2023(Past Due)

Debt maturities

11 – RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE

2 unchanged sentences

OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

Short term notes

Accrued interest

Total short-term notes

and accrued interest - Related parties

short-term notes and accrued interest - Related parties

12 - COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

OF FUTURE COMMITMENTS UNDER NON-CANCELLABLE OPERATING LEASES

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

and $ 145,600 ,

Years Ending December 31,

the years ended December 31, 2023, and 2022, rent expense, including prorated charges and net of sub-lease income, was $ 83,600 and $ 141,400 ,

respectively.

14 – ABANDONMENT OF SUBSIDIARY

September 1, 2021, the Company’s board of directors, by unanimous consent, adopted a resolution to abandon the Company’s

wholly owned subsidiary, REGS, LLC.

The abandonment resulted in a gain to the Company of approximately $ 1.5

million for the year ended December 31, 2021.

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

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

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

September 30,

Cash and cash equivalents

Prepaid expenses and other current assets

13 – DISCONTINUED SEM OPERATIONS

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 years ended December 31, 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:

OF DISCONTINUED OPERATIONS

Property and equipment, net

Right of use assets

Total Assets held for sale

Accounts payable

Accrued liabilities

Payroll taxes payable

Customer deposits

Paycheck protection program liabilities

Current portion of lease liabilities

Accrued interest - related

TOTAL LIABILITIES

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

For the year ended

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 Years Ended

Services revenue

2 unchanged sentences

Salaries and related expenses

Gain on debt extinguishment

Total expenses

Operating income

Other income (expense)

Impairment loss

Total income (expense)

Operating income (loss)

Income tax benefit

Total income from discontinued operations

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

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

Liabilities - Other, net including intercompany

IRS payroll tax liability

Gain on abandonment

Total income (loss) from discontinued operations

$ ( 650,600 )

14 – EQUITY TRANSACTIONS

6 unchanged sentences

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

Net losses attributable to non-controlling interest, as reported on our

condensed consolidated statements of operations, represents the net loss of each entity attributable to the non-controlling equity

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

Net losses attributable

to non-controlling interest, as reported on our condensed consolidated statements of operations, represents the net loss of each entity

attributable to the non-controlling equity interest.

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

condensed consolidated balance sheet.

2023 and 2022, no warrants were issued.

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

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

OF WARRANT ACTIVITY

as of December 31, 2020

as of December 31, 2021

as of December 31, 2022

and exercisable as of December 31, 2022

Term in Years

Balance as of December 31, 2021

Balance as of December 31, 2022

Vested and exercisable as of December 31, 2022

15 – STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN

18 unchanged sentences

summary of stock option activity for the year ended December 31, 2023, and 2022 is presented as follows:

SCHEDULE OF STOCK OPTION

OF STOCK OPTION ACTIVITY

Term in Years

Balance as of December 31, 2021

3 unchanged sentences

Balance as of December 31, 2023

Vested and exercisable

as ofDecember 31, 2022

Vested and exercisable as of December 31, 2023

the years ended December 31, 2023, and 2022, we recorded stock-based compensation awarded to employees of $ 0 .

and $ 12,600 ,

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

of December 31, 2023, there was no unrecognized compensation cost related to non-vested stock options.

13 unchanged sentences

Accordingly, basic shares equal diluted shares for the year ended December 31, 2023.

As of December 31, 2021, 90,000

potentially dilutive stock options were included

in the diluted earnings per share calculation.

dilutive securities were comprised of the following:

OF POTENTIALLY DILUTIVE SECURITIES

Ended December 31,

Convertible notes payable,

including accrued interest

Years Ended December 31,

Convertible notes payable, including accrued interest

Potentially dilutive

10 unchanged sentences

OF SEGMENT INFORMATION

Ended December 31,

Environmental

Solutions (2)

Depreciation and amortization (1)

Impairment loss - investments

Impairment loss - goodwill

1 unchanged sentence

Interest expense

Net income (loss)

Net income (loss) attributable to SEER common stockholders

( 2,485,600 )

( 2,372,800 )

Capital expenditures (cash

Capital expenditures (cash and noncash)

Environmental

Solutions (2)

Depreciation and amortization (1)

Impairment loss - goodwill

Impairment loss - other intangible assets

Interest expense

Stock-based compensation

Net income (loss)

Capital expenditures (cash

Net income (loss) attributable to SEER common stockholders

( 1,912,100 )

( 2,640,300 )

Capital expenditures (cash and noncash)

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

Includes discontinued operations of SEM.

18 - INCOME TAXES

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

$ 24.4 million.

These carryforwards will expire between the years 2028 through 2037 .

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

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

Events that may cause changes

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

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

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

deferred assets.

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

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

the deferred tax assets will not be realized.

of December 31, 2023, we estimate we will have net operating loss carryforwards available to offset future federal income tax of

approximately $ 26.5

These carryforwards will expire between the years 2029

through 2038 .

the Tax Reform Act of 1986, the amount of and the benefit from net operating losses that can be carried forward may be limited in

certain circumstances.

Events that may cause changes in our tax carryovers include, but are not limited to, a cumulative ownership

change of more than 50% over a three-year period.

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

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

In recording this allowance, we have considered a

number of factors, but chiefly, our operating losses from inception.

We have concluded that a valuation allowance is required for

100% of the total deferred tax assets as it is more likely than not that the deferred tax assets will not be

non-current deferred tax asset is summarized below:

SCHEDULE OF NON-CURRENT DEFERRED TAX ASSETS

OF NON-CURRENT DEFERRED TAX ASSETS

Deferred tax assets

16 unchanged sentences

Impairment of intangible assets

Exclusion of income (losses) of pass-through

Change in valuation

Impairment of investment

Exclusion of income (losses) of pass-through entity

Change in valuation allowance

Income tax benefit

10 unchanged sentences

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

21 – EMPLOYEE RETENTION CREDIT

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

in the approximate amount of $ 0.2

million, which is reflected within the statement

of operations as a reduction to salaries and related expenses.

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

NOTE 22 – SUBSEQUENT EVENTS

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

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

20 – SUBSEQUENT EVENTS

January 2024, the Company received proceeds of $ 150,000 by issuing a secured promissory note, bearing interest at a rate of 8 % per annum,

and maturing in January 2025 .

In April 2024, the Company received proceeds of $ 200,000

by issuing a secured promissory note, bearing interest at a rate of 8 % per annum, and maturing the receipt of the receipt of proceeds

from the billings of the kiln products the Company is contracted to construct.

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

What changed 10-K

Item 9A. Controls and Procedures