What changed in this filing

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Item 1. Financial Statements

2024-08-19 compared with 2024-05-20 · 152 added, 103 removed, 492 unchanged (34% of the section changed)

22 unchanged sentences

Convertible notes

Current portion of long-term debt and capital lease obligations

Current portion of long-term debt and finance lease obligations

Current portion of lease liabilities

11 unchanged sentences

Common stock;

$ .001 par value;

shares authorized;

65,088,575 shares issued, issuable* and

outstanding December 31, 2023 and December 31, 2022

shares issued, issuable* and outstanding June 30, 2024 and December 31, 2023

Common stock issuable

14 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

* These numbers are derived from the audited financial statements for the year ended December

** Includes 2,785,000

shares issuable at March 31, 2024 and December 31, 2023, per terms of note agreements.

numbers are derived from the audited financial statements for the year ended December 31, 2023.

2,785,000 shares issuable at June 30, 2024 and December 31, 2023, per terms of note agreements.

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Total revenue

10 unchanged sentences

Loss from continuing operations

( 1,032,700 )

( 1,377,700 )

Income (loss) from discontinued operations, net of tax

( 1,029,000 )

( 1,217,400 )

Net income (loss) attributable to non-controlling interest

2 unchanged sentences

$ ( 438,700 )

$ ( 1,026,700 )

$ ( 1,218,100 )

Basic earnings per share attributable to SEER common stockholders

Loss from continuing operations, per share

Income (loss) from discontinued operations, per share

Income from discontinued operations, per share

Net Loss per share, basic

1 unchanged sentence

Loss from continuing operations, per share

Income (loss) from discontinued operations, per share

Income from discontinued operations, per share

Net Loss per share, basic

1 unchanged sentence

Weighted average shares outstanding – diluted

less than $0.01

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

2 unchanged sentences

Preferred Stock

Stock Subscription

Non-controller

Total Stockholders’

Stockholders’

Balances at December 31, 2023

7 unchanged sentences

( 13,641,600 )

Net income (loss)

Balances at June 30, 2024

( 35,404,700 )

( 1,951,800 )

( 14,317,600 )

Preferred Stock

Stock Subscription

Non-controller

Total Stockholders’

Stockholders’

Balances at December 31, 2022

2 unchanged sentences

( 10,908,000 )

Net income (loss)

Balances at March 31, 2023

( 32,784,500 )

1 unchanged sentence

( 11,684,600 )

( 32,784,500 )

( 1,939,000 )

( 11,684,600 )

Net income (loss)

Balances at March 31, 2023

Balances at June 30, 2023

( 33,223,200 )

7 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

2 unchanged sentences

$ ( 1,377,700 )

Loss from discontinued operations

Income (loss) from discontinued operations

( 1,029,000 )

( 1,217,400 )

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

1 unchanged sentence

Gain on sale of fixed assets

Gain on assets held for sale

Changes in operating assets and liabilities:

12 unchanged sentences

Cash flows from financing activities:

Payments of notes

Payments of notes and lease payable

Proceeds from short-term and long-term debt

21 unchanged sentences

and 2) Strategic

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

whose operations were discontinued during the year ended December 31, 2023.

Environmental Materials, LLC, (“SEM”), a materials technology company previously focused on the development of cost-effective

chemical absorbents.

The media production operations were discontinued during the year ended December 31, 2023.

(See Note 15)

23 unchanged sentences

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

of approximately $ 34.7 million as of March 31, 2024, and for the three months ended March 31, 2024, we incurred a net loss from continuing

of approximately $ 35.4 million as of June 30, 2024, and for the six months ended June 30, 2024, we incurred a net loss from continuing

operations of approximately $ 1.0 million.

As of March 31, 2024, our current liabilities exceeded our current assets by approximately

$ 11.9 million.

As of June 30, 2024, our current liabilities exceeded our current assets by approximately $ 12.6

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

of a major portion of the Company’s assets as of March 31, 2024, is dependent upon continued operations.

of a major portion of the Company’s assets as of June 30, 2024, is dependent upon continued operations.

The Company is dependent

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

For the three months

ended March 31, 2024, the Company raised approximately $ 0.2 million from the issuance of short-term and long-term debt, offset by payments

of principal on short term notes of $ 17,100 , for a net cash provided by financing activities of approximately $ 0.2 million.

For the six months

ended June 30, 2024, the Company raised approximately $ 0.4 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 $ 0.3 million.

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

3 unchanged sentences

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

though the Company’s joint ventures.

through the Company’s joint ventures.

The Company has increased business development efforts to address opportunities identified

65 unchanged sentences

R&D expenses were

$ 0 for both the three months ended March 31, 2024, and 2023.

$ 0 for both the six months ended June 30, 2024, and 2023.

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

11 unchanged sentences

to be recognized.

During the three months ended March 31, 2024, and 2023 the Company recognized no adjustments for uncertain tax positions.

During the six months ended June 30, 2024, and 2023 the Company recognized no adjustments for uncertain tax positions.

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

No interest and penalties related

to uncertain tax positions were recognized as of March 31, 2024, and 2023.

to uncertain tax positions were recognized as of June 30, 2024, and 2023.

The Company expects no material changes to unrecognized tax

30 unchanged sentences

SCHEDULE OF DISAGGREGATION OF REVENUE

Three months ended March 31, 2024

Three months ended June 30, 2024

Environmental Solutions

2 unchanged sentences

Total Revenue

Three months ended March 31, 2023

Three months ended June 30, 2023

Environmental Solutions

2 unchanged sentences

Total Revenue

Six months ended June 30, 2024

Environmental Solutions

Sources of Revenue

Product sales

Total Revenue

Six months ended June 30, 2023

Environmental Solutions

Sources of Revenue

Product sales

Total Revenue

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

3 unchanged sentences

SCHEDULE OF CONTRACT BALANCES

Contract Liabilities

Accounts Receivable, net

Contract Assets

Contract Liabilities

Deferred Revenue

Receivable, net

(non-current)

Balance as of March 31, 2024 (unaudited)

Balance as of June

30, 2024 (unaudited)

Balance as of December 31,

Increase (decrease)

$ ( 155,600 )

4 unchanged sentences

Performance Obligations

of March 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

of June 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$ 1.0 million, of which the Company expects to recognize approximately 85 % of this revenue over the next 12 months.

10 unchanged sentences

Property and equipment, net

expense for the three months ended March 31, 2024, and 2023 was $ 2,900 and $ 4,900 , respectively.

For the three months ended March 31,

expense for the three months ended June 30, 2024, and 2023 was $ 3,100 and $ 4,900 , respectively.

For the three months ended June 30, 2024,

and 2023, depreciation expense included in cost of goods sold was $ 2,000 and $ 4,900 , respectively.

For the three months ended March

For the three months ended June 30,

2024, and 2023, depreciation expense included in selling, general and administrative expenses was $ 1,100 and $ 0 , respectively.

expense for the six months ended June 30, 2024, and 2023 was $ 6,000 and $ 9,800 , respectively.

For the six months ended June 30, 2024,

and 2023, depreciation expense included in cost of goods sold was $ 4,100 and $ 9,800 , respectively.

For the six months ended June 30,

2024, and 2023, depreciation expense included in selling, general and administrative expenses was $ 1,900 and $ 0 , respectively.

5 – INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

31, 2024 (unaudited)

June 30, 2024 (unaudited)

Gross carrying amount

11 unchanged sentences

Amortization expense was $ 700 and $ 700 for the three

months ended March 31, 2024, and 2023, respectively.

months ended June 30, 2024, and 2023, respectively.

Amortization expense was $ 900 and $ 1,400 for the six months ended June 30, 2024,

and 2023, respectively.

Company has entered into operating leases primarily for real estate.

4 unchanged sentences

These operating leases are included in “Right

of use assets” on the Company’s March 31, 2024, Consolidated Balance Sheets and represent the Company’s right to use

of use assets” on the Company’s June 30, 2024, Consolidated Balance Sheets and represent the Company’s right to use

the underlying asset for the lease term.

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

of lease liabilities” and “Lease liabilities net of current portion” on the Company’s March 31, 2024, Consolidated

of lease liabilities” and “Lease liabilities net of current portion” on the Company’s June 30, 2024, Consolidated

Balance Sheets.

As of March 31, 2024, total right-of-use assets and operating lease liabilities were approximately $ 175,700 and $ 200,600 ,

As of June 30, 2024, total right-of-use assets and operating lease liabilities were approximately $ 159,700 and $ 183,000 ,

respectively.

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

In the three months ended March

In the six months ended June 30,

2024, the Company recognized approximately $ 41,800 in operating lease costs for right-of-use assets.

5 unchanged sentences

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

Three Months Ended March 31,

Six months ended June 30,

Cash paid for operating lease liabilities

1 unchanged sentence

Weighted-average discount rate

Maturities of lease liabilities as of June 30, 2024 were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Maturities of lease liabilities as of March 31, 2024 were as follows:

Total operating lease

4 unchanged sentences

SCHEDULE OF ACCRUED LIABILITIES

Accrued compensation and related taxes

Accrued compensation

and related taxes

Accrued interest

Accrued settlement/litigation claims

Accrued settlement/litigation

Warranty and defect claims

Total Accrued Liabilities

Accrued Liabilities

8 – UNCOMPLETED CONTRACTS

2 unchanged sentences

Revenue recognized

billings to date

Contract assets

Billings to date

Revenue recognized

( 2,217,200 )

( 1,432,200 )

Contract liabilities

9 – INVESTMENTS

Waste Solutions LLC

its inception through March 31, 2024, the Company has provided approximately $ 6.4 million in funding to PWS for working capital and the

its inception through June 30, 2024, the Company has provided approximately $ 6.4 million in funding to PWS for working capital and the

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

7 unchanged sentences

The units in PSMW transferred in connection with this transaction

increased SEER’s equity in PSMW to approximately 30 %, on a total consolidated basis.

This transaction also canceled the irrevocable

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

increased SEER’s equity in PSMW to approximately 30 %, on a total consolidated basis, and SEER was granted back an international

license to use the patented technology in any territory outside of North America.

This transaction also canceled the irrevocable license

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

June 30, 2023, the Company exchanged its interest in PSMW in exchange for a 2 % interest in Amlon Holdings when PSWM was acquired by Amlon

as of March 31, 2024 (Unaudited), and December 31, 2023*, was comprised of the following:

as of June 30, 2024 (Unaudited), and December 31, 2023*, was comprised of the following:

SCHEDULE OF DEBT

7 unchanged sentences

Long term debt to current

Balance March 31, 2024

$ 4,453,000 (2)

$ 1,841,500 (3)

Amortization of debt discount

Balance June 30, 2024

Secured note payable of $ 150,000 , secured by certain receipts and equity, dated January 31, 2024, interest at an annual rate of 8.0 %

simple interest.

For the three months ended March 31, 2024, the Company recorded interest expense of $ 2,000 .

For the six months ended June 30, 2024, the Company recorded interest expense of $ 5,000 .

There was $ 5,000 accrued

and unpaid interest as of March 31, 2024.

and upaid interest as of June 30, 2024.

B) An unsecured note payable of $ 30,000 , dated March 27, 2024, interest at an annual rate

of 8 % simple interest and matures on May 31, 2024 .

For the three months ended March 31, 2024, the Company recorded interest expense

of less than $ 100 .

There was less than $ 100 accrued and unpaid interest as of March 31, 2024.

C) An unsecured note payable of $ 37,400 ,

dated February 6, 2024, interest at an annual rate of 10 % interest and is payable in ten payments ending in November of 2024.

the three months ended March 31, 2024, the Company recorded interest expense of $ 400 .

There was $ 0 accrued and unpaid interest as

of March 31, 2024.

For the three months ended June 30, 2024, the Company recorded interest expense

There was $ 600 accrued and upaid interest as of June 30, 2024.

C) An unsecured note payable of $ 37,400 , dated February 6,

2024, interest at an annual rate of 10 % interest and is payable in ten payments ending in November of 2024.

For the six months ended

June 30, 2024, the Company recorded interest expense of $ 900 .

There was $ 500 accrued and unpaid interest as of June 30, 2024.

An secured note payable of $ 200,000 , dated April 12, 2024, interest at an annual rate of 8 % simple interest and matures on April

For thesix months ended June 30, 2024, the Company recorded interest expense of $ 3,500 .

There was $ 3,500 accrued and unpaid

interest as of June 30, 2024.

balance consists of $ 4,133,800 of secured notes, and $ 508,000 unsecured notes payable.

4 unchanged sentences

Accrued interest

Total short-term notes and accrued interest - Related parties

Total short-term notes and

accrued interest - Related parties

12 – EQUITY TRANSACTIONS

Common Stock Transactions

the three months ended March 31, 2024, no new equity transactions have occurred.

the six months ended June 30, 2024, no new equity transactions have occurred.

Common Stock Transactions

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

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

Non-controlling

5 unchanged sentences

13 – CUSTOMER CONCENTRATIONS (unaudited)

Company had sales from operations of two, and three customers, for the three months ended March 31, 2024, and 2023 that surpassed the

Company had sales from operations of zero, and three customers, for the six months ended June 30, 2024, and 2023 that surpassed the 10%

threshold of total revenue, respectively.

10 unchanged sentences

would be anti-dilutive.

For three months ended March 31, 2024 and 2023, all potentially dilutive securities have been excluded from the

For six months ended June 30, 2024 and 2023, all potentially dilutive securities have been excluded from the

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

3 unchanged sentences

OF POTENTIALLY DILUTIVE SECURITIES

Three Months Ended March 31,

Six months ended June 30,

Convertible notes payable, including accrued interest

1 unchanged sentence

15 – 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 unaudited three months ended March 31, 2024 and 2023, all operations from

SEMS have been reported as discontinued operations.

January 1, 2023, the Company’s board of directors, by unanimous consent, adopted a resolution to discontinue the then-current media

production operations of the Company’s wholly owned subsidiary, SEM, LLC.

For the unaudited six months ended June 30, 2024 and

2023, all media production operations from SEM have been reported as discontinued operations.

Management intends to use the SEM entity

for the delivery of biochar kilns to Biochar Now and, further, to commence SEER’s own biochar production in Texas under a joint

venture license from Biochar Now.

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

9 unchanged sentences

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

For the Three Months Ended

For the six months ended

Services revenue

1 unchanged sentence

General and administrative expenses

Salaries and related expenses

Other income (expense)

Gain on sale off assets held for sale

Gain on sale of assets held for sale

Total income (expense)

11 unchanged sentences

All intercompany transactions have been eliminated.

information for the (unaudited) three months ended March 31, 2024 and 2023 is as follows:

information for the (unaudited) three and six months ended June 30, 2024 and 2023 is as follows:

OF SEGMENT INFORMATION

Three Months Ended March 31,

Three Months Ended June 30,

Environmental

1 unchanged sentence

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

3 unchanged sentences

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

Total assets (1)

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

as discontinued operations.

Six Months Ended June 30,

Environmental

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

( 1,091,900 )

( 1,026,700 )

Capital expenditures (cash and noncash)

Environmental

Depreciation and amortization

Interest expense

Net income (loss) attributable to SEER common stockholders

( 1,262,300 )

( 1,218,100 )

Capital expenditures (cash and noncash)

information excludes the results of SEM, which discontinued its current media operations as of January 1, 2023, except net income

(loss), of which SEM is categorized as discontinued operations.

(See Note 15)

NOTE 17 – SUBSEQUENT EVENTS

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.

17 – SUBSEQUENT EVENTS

July 2024, the Company received proceeds of $ 100,000 by issuing an unsecured short-term promissory note, bearing interest at a rate of

8 % per annum, and maturing on September 1, 2024 .

The interest rate increases to 12 % after September 1, 2024, if not paid in full.

In August 2024, the Company received proceeds of $ 75,000

by issuing an unsecured short-term promissory note, bearing interest at a rate of 8 % per annum, and maturing on August 8, 2025 .

In August 2024, the Company received proceeds of $ 150,000

by issuing an unsecured short-term promissory note, bearing interest at a rate of 8 % per annum, and maturing on August 9, 2025 .

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

What changed 10-Q

Item 1. Financial Statements