What changed in this filing

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Item 1. Financial Statements

2024-11-19 compared with 2024-08-19 · 176 added, 115 removed, 529 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

December 31, *

Current Assets

32 unchanged sentences

Common stock;

$ .001 par value;

70,000,000 shares authorized;

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

65,088,575 shares issued, issuable* and

outstanding June 30, 2024 and December 31, 2023

Common stock issuable

15 unchanged sentences

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.

2,785,000 shares issuable at September 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 June 30,

For the Six Months Ended June 30,

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Total revenue

5 unchanged sentences

Loss from operations

( 1,197,700 )

Other income (expense):

28 unchanged sentences

Preferred Stock

Non-controller

Stockholders’

13 unchanged sentences

( 14,317,600 )

Net income (loss)

Balances at September 30, 2024

$ ( 35,865,800 )

$ ( 1,952,600 )

$ ( 14,779,500 )

Preferred Stock

Non-controller

Stockholders’

8 unchanged sentences

( 11,684,600 )

Net income (loss)

Balances at June 30, 2023

( 33,223,200 )

1 unchanged sentence

( 12,125,400 )

( 33,223,200 )

( 1,941,100 )

( 12,125,400 )

Net income (loss)

Balances at June 30, 2023

Balances at September 30, 2023

$ ( 33,675,300 )

7 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended June 30,

Cash flows from operating activities:

23 unchanged sentences

Cash flows from financing activities:

Payments of notes and lease payable

Payments of notes and capital lease obligations

Proceeds from short-term and long-term debt

49 unchanged sentences

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

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 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 June 30, 2024, is dependent upon continued operations.

of approximately $ 35.9 million as of September 30, 2024, and for the nine months ended September 30, 2024, we incurred a net loss from

continuing operations of approximately $ 1.5 million.

As of September 30, 2024, our current liabilities exceeded our current assets by

approximately $ 13.1 million.

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

of a major portion of the Company’s assets as of September 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 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.

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

through 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 basis.

For the nine months

ended September 30, 2024, the Company raised approximately $ 0.8 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 $ 0.6 million.

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

The Company continues to

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

aggressive cost management and overhead reductions.

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

and operate through 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.

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

There can be no assurance that the Company will secure

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

operations in future years.

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

be unable to report on a going concern basis.

of Presentation Unaudited Interim Financial Information

56 unchanged sentences

R&D expenses were

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

$ 0 for both the nine months ended September 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:

SCHEDULE OF INVENTORY

September 30,

Finished goods

9 unchanged sentences

to be recognized.

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

During the nine months ended September 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 June 30, 2024, and 2023.

The Company expects no material changes to unrecognized tax

positions within the next twelve months.

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

The Company expects no material changes to unrecognized

tax positions within the next twelve months.

Company has filed federal and state tax returns through December 31, 2023.

28 unchanged sentences

SCHEDULE OF DISAGGREGATION OF REVENUE

Three months ended June 30, 2024

Three months ended

September 30, 2024

Environmental Solutions

2 unchanged sentences

Total Revenue

Three months ended June 30, 2023

Three months ended

September 30, 2023

Environmental Solutions

2 unchanged sentences

Total Revenue

Six months ended June 30, 2024

Nine months ended

September 30, 2024

Environmental Solutions

2 unchanged sentences

Total Revenue

Six months ended June 30, 2023

Nine months ended

September 30, 2023

Environmental Solutions

7 unchanged sentences

SCHEDULE OF CONTRACT BALANCES

Receivable, net

Contract Liabilities

Accounts Receivable, net

Contract Assets

Contract Liabilities

(non-current)

Balance as of June

30, 2024 (unaudited)

Balance as of September 30, 2024 (unaudited)

Balance as of December 31, 2023*

Increase (decrease)

$ ( 144,000 )

4 unchanged sentences

Performance Obligations

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

of September 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.

4 unchanged sentences

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

September 30, 2024

December 31, 2023

Field and shop equipment

4 unchanged sentences

Property and equipment, net

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,

expense for the three months ended September 30, 2024, and 2023 was $ 2,900 and $ 4,900 , respectively.

For the three months ended September

30, 2024, and 2023, depreciation expense included in cost of goods sold was $ 1,900 and $ 4,900 , respectively.

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,

For the three months ended

September 30, 2024, and 2023, depreciation expense included in selling, general and administrative expenses was $ 1,000 and $ 0 , respectively.

expense for the nine months ended September 30, 2024, and 2023 was $ 8,900 and $ 14,700 , respectively.

For the nine months ended September

30, 2024, and 2023, depreciation expense included in cost of goods sold was $ 5,900 and $ 14,700 , 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.

For the nine months ended

September 30, 2024, and 2023, depreciation expense included in selling, general and administrative expenses was $ 3,000 and $ 0 , respectively.

5 – INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

June 30, 2024 (unaudited)

September 30, 2024 (unaudited)

Gross carrying amount

11 unchanged sentences

Amortization expense was $ 900 and $ 700 for the three

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

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

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

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

30, 2024, and 2023, respectively.

5 unchanged sentences

These operating leases are included in “Right

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.

of use assets” on the Company’s September 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 June 30, 2024, Consolidated

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

Balance Sheets.

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

As of September 30, 2024, total right-of-use assets and operating lease liabilities were approximately $ 143,200 and $ 164,400 ,

respectively.

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

In the six months ended June 30,

In the nine months ended September

30, 2024, the Company recognized approximately $ 62,700 in operating lease costs for right-of-use assets.

5 unchanged sentences

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

Six months ended June 30,

Nine months ended September 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:

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

5 unchanged sentences

SCHEDULE OF ACCRUED LIABILITIES

Accrued compensation

and related taxes

September 30,

Accrued compensation and related taxes

Accrued interest

Accrued settlement/litigation

Accrued settlement/litigation claims

Warranty and defect claims

Accrued Liabilities

Total Accrued Liabilities

8 – UNCOMPLETED CONTRACTS

estimated earnings and billings on uncompleted contracts are as follows:

SCHEDULE OF UNCOMPLETED CONTRACTS

OF UNCOMPLETED CONTRACTS

September 30,

Revenue recognized

billings to date

( 1,140,200 )

Contract assets

Billings to date

Revenue recognized

( 2,066,700 )

( 1,432,200 )

Contract liabilities

9 – INVESTMENTS

Waste Solutions LLC

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.

its inception through September 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.

No members of PWS have made capital

11 unchanged sentences

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

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

SCHEDULE OF DEBT

8 unchanged sentences

Amortization of debt discount

Balance June 30, 2024

Balance September 30, 2024

$ 4,951,800 (2)

1,839,000 (3)

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

There was $ 5,000 accrued

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 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 .

For the nine months ended September 30, 2024, the Company recorded interest expense of $ 8,000 .

There was $ 8,000

accrued and unpaid 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 nine months ended September 30, 2024, the Company recorded interest

expense of $ 1,200 .

There was $ 1,200 accrued and unpaid interest as of September 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.

the nine months ended September 30, 2024, the Company recorded interest expense of $ 1,600 .

There was $ 0 accrued and unpaid interest

as of September 30, 2024.

D) A secured note payable of $ 200,000 , dated April 12, 2024, interest at an annual rate of 8 % simple interest

and matures on April 11, 2025 .

For the nine months ended September 30, 2024, the Company recorded interest expense of $ 7,500 .

was $ 7,500 accrued and unpaid interest as of September 30, 2024.

E) A secured note payable of $ 100,000 , dated July 12, 2024, interest

at an annual rate of 8 % simple interest and matures on September 1, 2024 , with a minimum interest payable of $ 3,750 .

months ended September 30, 2024, the Company recorded interest expense of $ 3,750 .

Both principal and interest were paid during the

nine months ended September 30, 2024.

F) A secured note payable of $ 100,000 , dated August 22, 2024, interest at an annual rate of

8 % simple interest and matures on December 1, 2024 , with a minimum interest payable of $ 3,750 .

For the nine months ended September

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

There was $ 900 accrued and unpaid interest as of September 30, 2024.

A secured note payable of $ 75,000 , dated August 9, 2024, interest at an annual rate of 8 % simple interest and matures on August 8,

For the nine months ended September 30, 2024, the Company recorded interest expense of $ 900 .

There was $ 900 accrued and unpaid

interest as of June 30, 2024.

interest as of September 30, 2024.

H) A secured note payable of $ 150,000 , dated August 10, 2024, interest at an annual rate of 8 %

simple interest and matures on August 9, 2025 .

For the nine months ended September 30, 2024, the Company recorded interest expense

There was $ 1,700 accrued and unpaid interest as of September 30, 2024.

balance consists of $ 4,433,800 of secured notes, and $ 508,000 unsecured notes payable.

2 unchanged sentences

OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

September 30, 2024

December 31, 2023

Short term notes

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

the nine months ended September 30, 2024, no new equity transactions have occurred.

Common Stock Transactions

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

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

Non-controlling

4 unchanged sentences

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

13 – CUSTOMER CONCENTRATIONS (unaudited)

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.

In total, these customers represented approximately 0 % and 43 % of our total sales, respectively.

The concentration of the Company’s business with a relatively small number of customers may expose us to a material adverse effect

if one or more of these large customers were to experience financial difficulty or were to cease being customers for non-financial related

13 – CUSTOMER CONCENTRATIONS

Company had sales from operations from one, and three customers, for the nine months ended September 30, 2024, and 2023 that surpassed

the 10% threshold of total revenue, respectively.

In total, these customers represented approximately 17 % and 38 % of our total sales,

respectively.

The concentration of the Company’s business with a relatively small number of customers may expose us to a material

adverse effect if one or more of these large customers were to experience financial difficulty or were to cease being customers for non-financial

related issues.

14 – NET GAIN OR LOSS PER SHARE

6 unchanged sentences

would be anti-dilutive.

For six months ended June 30, 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

For nine months ended September 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

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

2 unchanged sentences

OF POTENTIALLY DILUTIVE SECURITIES

Six months ended June 30,

Nine months ended September 30,

Convertible notes payable, including accrued interest

Potentially dilutive

dilutive securities

15 – DISCONTINUED SEM OPERATIONS

1 unchanged sentence

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.

For the unaudited nine months ended September 30, 2024

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

Management intends to use the SEM entity

3 unchanged sentences

OF DISCONTINUED OPERATIONS

September 30,

Property and equipment, net

7 unchanged sentences

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

For the six months ended

For the nine months ended

September 30,

Services revenue

10 unchanged sentences

Company currently has identified two segments as follows:

SEM, PelleChar

Environmental

5 unchanged sentences

All intercompany transactions have been eliminated.

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

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

Months Ended September 30,

OF SEGMENT INFORMATION

Three Months Ended June 30,

Environmental

10 unchanged sentences

Capital expenditures (cash and noncash)

Six Months Ended June 30,

Total assets (1)

Months Ended September 30,

Environmental

1 unchanged sentence

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

9 unchanged sentences

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.

Total assets (1)

information excludes the results of SEM media operations.

SEM discontinued its media operations as of January 1, 2023,

except net income (loss), of which SEM media operations is categorized as discontinued operations.

(See Note 15)

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 .

October 2024, the Company received proceeds of $ 300,000 by issuing a secured short-term promissory note, bearing interest at a rate of

8 % per annum, and maturing on November 22, 2024 .

The interest rate increases to 12 % after November 22, 2024, if not paid in full.

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