Strategic Environmental & Energy Resources, Inc. 10-Q

Item 1. Financial Statements STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2025 2024 (unaudited) * ASSETS Current Assets Cash and cash equivalents $ 183,000 $ 537,100 Accounts receivable, net of allowance for credit losses of $ 24,200 and $ 24,200 , respectively 679,000 591,000 Inventory 2,100 2,100 Prepaid expenses and other current assets 207,700 102,600 Total Current Assets 1,071,800 1,232,800 Property and equipment, net 40,800 44,000 Intangible Assets, net 12,700 14,700 Right of use assets 114,600 126,200 Other assets 40,300 40,000 TOTAL ASSETS $ 1,280,200 $ 1,457,700 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 1,439,100 $ 905,000 Accrued liabilities 5,468,000 4,756,700 Contract liabilities 1,004,100 1,129,600 Deferred revenue 67,800 20,600 Short term notes 5,140,300 5,248,100 Short term notes and accrued interest - related party 237,100 220,100 Convertible notes 1,605,000 1,605,000 Current portion of long-term debt and finance lease obligations 505,500 506,500 Current portion of lease liabilities 72,500 72,500 Liabilities held for sale 34,500 34,500 Total Current Liabilities 15,573,900 14,498,600 Lease liabilities net of current portion 60,000 72,900 Long term debt 1,836,100 1,838,000 Total Liabilities 17,470,000 16,409,500 Commitments and contingencies - - Stockholders’ deficit Preferred stock; $ .001 par value; 5,000,000 shares authorized; - 0 - shares issued - 4,000 Common stock; $ .001 par value; 320,000,000 shares authorized; 68,688,575 shares issued, issuable* and outstanding September 30, 2025 and 70,000,000 shares authorized on December 31, 2024 68,900 65,100 Common stock issuable 25,000 25,000 Additional paid-in capital 23,356,600 23,113,800 Stock Subscription receivable ( 25,000 ) ( 25,000 ) Accumulated deficit ( 37,658,900 ) ( 36,180,700 ) Total stockholders’ deficit ( 14,233,400 ) ( 12,997,800 ) Non-controlling interest ( 1,956,400 ) ( 1,954,000 ) Total Deficit ( 16,189,800 ) ( 14,951,800 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,280,200 $ 1,457,700 * These numbers are derived from the audited financial statements for the year ended December 31, 2024. ** Includes 2,785,000 shares issuable at September 30, 2025 and December 31, 2024, per terms of note agreements. The accompanying notes are an integral part of these condensed consolidated financial statements. 3 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 2025 2024 2025 2024 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Revenue: Products $ 1,092,000 $ 888,800 $ 3,094,700 $ 2,640,500 Total revenue 1,092,000 888,800 3,094,700 2,640,500 Operating expenses: Products costs 848,900 613,400 2,309,000 1,893,800 General and administrative expenses 118,500 178,500 594,400 716,700 Salaries and related expenses 315,500 321,800 925,800 989,100 Total operating expenses 1,282,900 1,113,700 3,829,200 3,599,600 Loss from operations ( 190,900 ) ( 224,900 ) ( 734,500 ) ( 959,100 ) Other income (expense): Interest expense ( 264,800 ) ( 237,000 ) ( 746,100 ) ( 685,900 ) Other income (expense) 200 - - 150,300 Total non-operating expense, net ( 264,600 ) ( 237,000 ) ( 746,100 ) ( 535,600 ) Loss from continuing operations ( 455,500 ) ( 461,900 ) ( 1,480,600 ) ( 1,494,700 ) Income from discontinued operations, net of tax - - - 3,700 Net Loss ( 455,500 ) ( 461,900 ) ( 1,480,600 ) ( 1,491,000 ) Net income (loss) attributable to non-controlling interest ( 500 ) ( 800 ) ( 2,400 ) ( 3,100 ) Net Loss attributable to SEER common stockholders $ ( 455,000 ) $ ( 461,100 ) $ ( 1,478,200 ) $ ( 1,487,900 ) Basic earnings per share attributable to SEER common stockholders Loss from continuing operations, per share $ ( 0.01 ) $ ( 0.01 ) $ ( 0.02 ) $ ( 0.02 ) Income from discontinued operations, per share - - - 0.00 Net Loss per share, basic $ ( 0.01 ) $ ( 0.01 ) $ ( 0.02 ) $ ( 0.02 ) Fully diluted earnings per share attributable to SEER common stockholders Loss from continuing operations, per share ( 0.01 ) ( 0.01 ) ( 0.02 ) ( 0.02 ) Income from discontinued operations, per share - - - 0.00 Net Loss per share, basic $ ( 0.01 ) $ ( 0.01 ) $ ( 0.02 ) $ ( 0.02 ) Weighted average shares outstanding – basic 68,888,575 65,088,575 68,052,678 65,088,575 Weighted average shares outstanding – diluted 68,888,575 65,088,575 68,052,678 65,088,575 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited) Shares Amount Shares Amount Capital Subscribed Receivable Deficit Interest Deficit Preferred Stock Common Stock Additional Paid-in Common Stock Stock Subscription Accumulated Non-controller Total Stockholders’ Shares Amount Shares Amount Capital Subscribed Receivable Deficit Interest Deficit Balances at December 31, 2024 4,000,000 4,000 65,088,600 65,100 23,113,800 25,000 ( 25,000 ) ( 36,180,700 ) ( 1,954,000 ) ( 14,951,800 ) Conversion of preferred stock to common ( 4,000,000 ) ( 4,000 ) 3,600,000 3,600 234,000 - - - - 233,600 Net income (loss) - - - - - - - ( 446,600 ) ( 900 ) ( 447,500 ) Balances at March 31, 2025 - - 68,688,600 68,700 23,347,800 25,000 ( 25,000 ) ( 36,627,300 ) ( 1,954,900 ) ( 15,165,700 ) Issuance of common stock - - 200,000 200 8,800 - - - - 9,000 Net income (loss) - - - - - - - ( 576,600 ) ( 1,000 ) ( 577,600 ) Balances at June 30, 2025 - - 68,888,600 68,900 23,356,600 25,000 ( 25,000 ) ( 37,203,900 ) ( 1,955,900 ) ( 15,734,300 ) Net income (loss) - - - - - - - ( 455,000 ) ( 500 ) ( 455,500 ) Balances at September 30, 2025 - $ - 68,888,600 $ 68,900 $ 23,356,600 $ 25,000 $ ( 25,000 ) $ ( 37,658,900 ) $ ( 1,956,400 ) $ ( 16,189,800 ) Preferred Stock Common Stock Additional Paid-in Common Stock Stock Subscription Accumulated Non-controller Total Stockholders’ Shares Amount Shares Amount Capital Subscribed Receivable Deficit Interest Deficit Balances at December 31, 2023 - - 65,088,600 65,100 22,973,800 25,000 ( 25,000 ) ( 34,377,900 ) ( 1,949,500 ) ( 13,288,500 ) Net income (loss) - - - - - - - ( 352,200 ) ( 900 ) ( 353,100 ) Balances at March 31, 2024 - - 65,088,600 65,100 22,973,800 25,000 ( 25,000 ) ( 34,730,100 ) ( 1,950,400 ) ( 13,641,600 ) Net income (loss) - - - - - - - ( 674,600 ) ( 1,400 ) ( 676,000 ) Balances at June 30, 2024 - - 65,088,600 65,100 22,973,800 25,000 ( 25,000 ) ( 35,404,700 ) ( 1,951,800 ) ( 14,317,600 ) Balances - - 65,088,600 65,100 22,973,800 25,000 ( 25,000 ) ( 35,404,700 ) ( 1,951,800 ) ( 14,317,600 ) Net income (loss) - - - - - - - ( 461,100 ) ( 800 ) ( 461,900 ) Balances at September 30, 2024 - $ - 65,088,600 $ 65,100 $ 22,973,800 $ 25,000 $ ( 25,000 ) $ ( 35,865,800 ) $ ( 1,952,600 ) $ ( 14,779,500 ) Balances - $ - 65,088,600 $ 65,100 $ 22,973,800 $ 25,000 $ ( 25,000 ) $ ( 35,865,800 ) $ ( 1,952,600 ) $ ( 14,779,500 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) 2025 2024 For the Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Loss from continuing operations $ ( 1,480,600 ) $ ( 1,494,700 ) Income (loss) from discontinued operations - 3,700 Net Loss ( 1,480,600 ) ( 1,491,000 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,700 11,400 Gain on sale of fixed assets - ( 5,300 ) Gain on assets held for sale - 500 Changes in operating assets and liabilities: Accounts receivable ( 88,000 ) ( 127,300 ) Contract assets - ( 17,300 ) Inventory - 14,700 Prepaid expenses and other assets ( 41,600 ) ( 223,200 ) Accounts payable, accrued liabilities, and customer deposits 1,268,100 1,090,200 Contract liabilities ( 125,500 ) ( 144,000 ) Deferred revenue 47,200 243,400 Assets and liabilities held for sale - ( 8,400 ) Net cash used in operating activities ( 410,700 ) ( 656,300 ) Cash flows from investing activities: Purchase of property and equipment ( 4,500 ) ( 22,700 ) Proceeds from the sale of fixed assets held for sale - 59,500 Net cash (used) provided by investing activities ( 4,500 ) 36,800 Cash flows from financing activities: Payments of notes and capital lease obligations ( 509,900 ) ( 201,200 ) Proceeds from issuance of common stock 9,000 - Proceeds from short-term and long-term debt 562,000 805,000 Net cash (used) provided by financing activities 61,100 603,800 Net (decrease) increase in cash ( 354,100 ) ( 15,700 ) Cash at the beginning of period 537,100 57,900 Cash at the end of period $ 183,000 $ 42,200 Supplemental disclosures of cash flow information: Cash paid for interest $ 39,200 $ 16,700 Financing of prepaid insurance premiums $ 52,200 $ 37,400 Debt converted to common stock $ 225,000 $ - Interest converted to common stock $ 8,600 $ - The accompanying notes are an integral part of these condensed consolidated financial statements. 6 NOTE 1 – ORGANIZATION AND FINANCIAL CONDITION Organization and Going Concern Strategic Environmental & Energy Resources, Inc. (“SEER,” or the “Company”), a Nevada corporation, is a provider of next-generation clean-technologies, waste management innovations and related services. SEER has two wholly owned operating subsidiaries and three majority-owned subsidiaries; all of which together provide technology solutions and services to companies primarily in the oil and gas, refining, landfill, food, beverage & agriculture, and renewable fuel industries. The three wholly owned subsidiaries are: 1) MV, LLC (d/b/a MV Technologies) (“MV”), which designs and builds biogas conditioning solutions for the production of renewable natural gas, odor control systems and natural gas vapor capture primarily for landfill operations, waste-water treatment facilities, oil and gas fields, refineries, municipalities and food, beverage & agriculture operations throughout the U.S.; 2) SEER Golf, a sales organization providing BioChar primarily to the golf industry; and 3) Strategic 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) The 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. PWS 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 many others. In July 2022, the Company exchanged its patents and related technology, to its joint venture, Paragon Southwest Medical Waste (“PSMW”), in exchange for units in PSMW. (See Note 9) PelleChar 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. Principals of Consolidation The accompanying consolidated financial statements include the accounts of SEER, its wholly owned subsidiaries, SEM, and MV, and its majority-owned subsidiaries PWS and PelleChar, since their respective acquisition or formation dates. All material intercompany accounts, transactions, and profits have been eliminated in consolidation. The Company has non-controlling interest in joint ventures, which are reported on the equity method. Going Concern As shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has an accumulated deficit of approximately $ 37.7 million as of September 30, 2025, and for the nine months ended September 30, 2025, we incurred a net loss from continuing operations of approximately $ 1.5 million. As of September 30, 2025, our current liabilities exceeded our current assets by approximately $ 14.5 million. These factors raise substantial doubt about the ability of the Company to continue to operate as a going concern. Realization of a major portion of the Company’s assets as of September 30, 2025, 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 nine months ended September 30, 2025, the Company raised approximately $ 0.6 million from the issuance of short-term and long-term debt, offset by payments of principal on short term notes of $ 0.5 million, for a net cash used by financing activities of approximately $ 0.1 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. 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. 7 Basis of Presentation Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on June 6, 2025, for the year ended December 31, 2024. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates 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 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; and the Company’s ability to continue as a going concern. Actual results could differ from those estimates. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss. Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. (See Note 3) 8 Research and Development Research and development (“R&D”) costs are charged to expense as incurred. R&D expenses consist primarily of salaries, project materials, contract labor and other costs associated with ongoing product development and enhancement efforts. R&D expenses were $ 0 for both the nine months ended September 30, 2025, and 2024. Inventories Inventories 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, 2025 December 31, 2024 (unaudited) * Finished goods $ 2,100 $ 2,100 Total inventory $ 2,100 $ 2,100 * These numbers are derived from the audited financial statements for the year ended December 31, 2024. Income Taxes The Company accounts for income taxes pursuant to Accounting Standards Codification (“ASC”) 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized. During the nine months ended September 30, 2025, and 2024 the Company recognized no adjustments for uncertain tax positions. The 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 September 30, 2025, and 2024. The Company expects no material changes to unrecognized tax positions within the next twelve months. The Company has filed federal and state tax returns through December 31, 2023. The tax periods for the years ending December 31, 2021, through 2023 are open to examination by federal and state authorities. NOTE 3 – REVENUE Products Revenue Product revenue generated from contracts with customers, for the manufacture of products for the removal and treatment of hazardous vapor and gases. Total estimated revenue includes all of the following: (1) the basic contract price, (2) contract options, and (3) change orders. 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, the Company found no change in the manner product revenue is recognized. 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. A provision as a liability is reported as a current liability. 9 The Company includes in current assets and current liabilities amounts related to contracts realizable and payable. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract costs and profits recognized to date over billings to date and are recognized as a current asset. Revenue contract liabilities represent the excess of billings to date over the amount of contract costs and profits recognized to date and are recognized as a current liability. Products revenue also includes media sales which are recognized as the product is shipped to the customer for use. Disaggregation of Revenue (Unaudited) SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended September 30, 2025 Environmental Solutions Sources of Revenue Product sales $ 859,600 Media sales 232,400 Total Revenue $ 1,092,000 Three months ended September 30, 2024 Environmental Solutions Sources of Revenue Product sales 720,000 Media sales 168,800 Total Revenue $ 888,800 Nine months ended September 30, 2025 Environmental Solutions Sources of Revenue Product sales $ 2,454,100 Media sales 640,600 Total Revenue $ 3,094,700 Nine months ended September 30, 2024 Environmental Solutions Sources of Revenue Product sales $ 2,007,800 Media sales 632,700 Total Revenue $ 2,640,500 10 Contract Balances Where a performance obligation has been satisfied but not yet invoiced at the reporting date, a contract asset is recognized on the balance sheet. Where a performance obligation has not yet been satisfied but an invoice has been raised at the reporting date, a contract liability is recognized on the balance sheet. The opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows: SCHEDULE OF CONTRACT BALANCES Contract Liabilities Accounts Receivable, net Contract Assets Contract Liabilities Deferred Revenue (current) Deferred Revenue (non-current) Balance as of September 30, 2025 $ 679,000 $ - $ 1,004,100 $ 67,800 $ - Balance as of December 31, 2024 591,000 - 1,129,600 20,600 - Increase (decrease) $ 88,000 $ - $ ( 125,500 ) $ 47,200 $ - The majority of the Company’s revenue is generally invoiced on a weekly or monthly basis, and the payments are generally received within approximately 30-60 days. Contract liabilities are recorded when cash payments are received or due in advance of the Company’s performance, including amounts that are refundable. Remaining Performance Obligations As of September 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately $ 1.4 million, of which the Company expects to recognize approximately 85 % of this revenue over the next 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company recognizes revenue at the amounts to which it has the right to invoice for services performed. NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment was comprised of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 2025 December 31, 2024 (unaudited) * Field and shop equipment $ 397,600 $ 397,600 Vehicles 72,500 72,500 Furniture and office equipment 279,100 274,600 Leasehold improvements 36,200 36,200 Property and equipment, gross 785,400 780,900 Less: accumulated depreciation and amortization ( 744,600 ) ( 736,900 ) Property and equipment, net $ 40,800 $ 44,000 * These numbers are derived from the audited financial statements for the year ended December 31, 2024. Depreciation expense for the three months ended September 30, 2025, and 2024 was $ 2,400 and $ 2,900 , respectively. For the three months ended September 30, 2025, and 2024, depreciation expense included in cost of goods sold was $ 1,300 and $ 1,900 , respectively. For the three months ended September 30, 2025, and 2024, depreciation expense included in selling, general and administrative expenses was $ 1,100 and $ 1,000 , respectively. Depreciation expense for the nine months ended September 30, 2025, and 2024 was $ 7,700 and $ 8,900 , respectively. For the nine months ended September 30, 2025, and 2024, depreciation expense included in cost of goods sold was $ 4,500 and $ 5,900 , respectively. For the nine months ended September 30, 2025, and 2024, depreciation expense included in selling, general and administrative expenses was $ 3,200 and $ 3,000 , respectively. 11 NOTE 5 – INTANGIBLE ASSETS SCHEDULE OF INTANGIBLE ASSETS September 30, 2025 (unaudited) Gross carrying amount Accumulated amortization Net carrying value Customer list $ 42,500 $ ( 42,500 ) $ - Technology 684,000 ( 671,300 ) 12,700 Trade name 54,900 ( 54,900 ) - $ 781,400 $ ( 768,700 ) $ 12,700 December 31, 2024 * Gross carrying amount Accumulated amortization Net carrying value Customer list $ 42,500 $ ( 42,500 ) $ - Technology 684,000 ( 669,300 ) 14,700 Trade name 54,900 ( 54,900 ) - $ 781,400 $ ( 766,700 ) $ 14,700 * These numbers are derived from the audited financial statements for the year ended December 31, 2024. The estimated useful lives of the intangible assets range from seven 7 to twenty years . Amortization expense was $ 700 for both the three months ended September 30, 2025, and 2024. Amortization expense was $ 2,100 for both the nine months ended September 30, 2025, and 2024. NOTE 6 – LEASES The 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. These operating leases are included in “Right of use assets” on the Company’s September 30, 2025, 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 September 30, 2025, Consolidated Balance Sheets. As of September 30, 2025, total right-of-use assets and operating lease liabilities were approximately $ 114,600 and $ 132,500 , respectively. All operating lease expense is recognized on a straight-line basis over the lease term. In the nine months ended September 30, 2025, the Company recognized approximately $ 11,600 in operating lease costs for right-of-use assets. As of September 30, 2025, the Company is in default of the office lease, and is not occupying the leased space. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate which may contain lease and non-lease components which it has elected to treat as a single lease component. 12 Information related to the Company’s right-of-use assets and related lease liabilities were as follows (unaudited): SCHEDULE OF RIGHT-OF-USE-ASSETS AND RELATED LEASE LIABILITIES Nine months ended September 30, 2025 2024 Cash paid for operating lease liabilities $ 20,200 $ 97,000 Weighted-average remaining lease term 20 months 23 months Weighted-average discount rate 10 % 10 % SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturities of lease liabilities as of September 30, 2025 were as follows: 2025 $ 78,300 2026 64,000 2027 - 2028 - 2029 - Thereafter - Total operating lease 142,300 Less imputed interest ( 9,800 ) Total lease liabilities 132,500 NOTE 7 – ACCRUED LIABILITIES Accrued liabilities were comprised of the following: SCHEDULE OF ACCRUED LIABILITIES September 30, December 31, 2025 2024 (unaudited) * Accrued compensation and related taxes $ 111,000 $ 128,000 Accrued interest 4,966,500 4,276,400 Accrued settlement/litigation claims 150,000 150,000 Warranty and defect claims 63,300 58,000 Other 177,200 144,300 Total Accrued Liabilities $ 5,468,000 $ 4,756,700 * These numbers are derived from the audited financial statements for the year ended December 31, 2024. NOTE 8 – UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts are as follows: SCHEDULE OF UNCOMPLETED CONTRACTS September 30, December 31, 2025 2024 (unaudited) * Revenue recognized $ - $ - Less: billings to date - - Contract assets - - Billings to date 4,761,800 3,481,700 Revenue recognized ( 3,757,700 ) ( 2,352,100 ) Contract liabilities $ 1,004,100 $ 1,129,600 * These numbers are derived from the audited financial statements for the year ended December 31, 2024. NOTE 9 – INVESTMENTS Paragon Waste Solutions LLC Since its inception through September 30, 2025, 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 contributions or other funding to PWS other than SEER. The intent of the operating agreement is to provide the funding as an advance against future earnings distributions made by PWS. Paragon Southwest Medical Waste 13 On 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 units in PSMW. The units in PSMW transferred in connection with this transaction 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. On June 30, 2023, the Company exchanged its interest in PSMW in exchange for a 2 % interest in Amlon Holdings when PSWM was acquired by Amlon Holdings. NOTE 10 – DEBT Debt as of September 30, 2025 (unaudited), and December 31, 2024*, was comprised of the following: SCHEDULE OF DEBT Short term notes Convertible notes, unsecured Current portion of long-term debt and capital lease obligations Long term debt Total Balance December 31, 2024 $ 5,248,100 $ 1,605,000 $ 506,500 $ 1,838,000 $ 9,197,600 Increase in borrowing 614,200 (1) - - - 614,200 Principal reductions ( 497,000 ) - ( 1,000 ) ( 1,900 ) ( 499,900 ) Principal converted to common stock ( 225,000 ) - - - ( 225,000 ) Long term debt to current - - - - - Amortization of debt discount - - - - - Balance September 30, 2025 $ 5,140,300 (2) $ 1,605,000 $ 505,500 $ 1,836,100 (3) $ 9,086,900 (1) A) An unsecured note payable of $ 52,200 , dated January 1, 2025, interest at an annual rate of 9.75 % interest and is payable in ten payments ending in November of 2025. For the nine months ended September 30, 2025, the Company recorded interest expense of $ 2,100 . There was $ 0 accrued and unpaid interest as of September 30, 2025. B) An unsecured note payable of $ 12,000 , dated February 21, 2025, interest at an annual rate of 8 % simple interest and matured on March 21, 2025 . For the nine months ended September 30, 2025, the Company recorded interest expense of $ 700 . There was $ 700 accrued and unpaid interest as of September 30, 2025. C) An unsecured note payable of $ 150,000 , dated April 25, 2025, interest at an annual rate of 8 % simple interest and matured on June 20, 2025 . For the nine months ended September 30, 2025, the Company recorded interest expense of $ 8,000 . There was $ 0 accrued and unpaid interest as of September 30, 2025, and the note was paid in full. D) An unsecured note payable of $ 100,000 , dated July 3, 2025, interest at an annual rate of 8 % simple interest and matured on August 18, 2025 . For the nine months ended September 30, 2025, the Company recorded interest expense of $ 5,300 . There was $ 5,300 accrued and unpaid interest as of September 30, 2025. E) An unsecured note payable of $ 100,000 , dated July 25, 2025, interest at an annual rate of 8 % simple interest and matured on September 7, 2025 . For the nine months ended September 30, 2025, the Company recorded interest expense of $ 5,300 . There was $ 5,300 accrued and unpaid interest as of September 30, 2025. F) An unsecured note payable of $ 200,000 , dated September 23, 2025, interest at an annual rate of 8 % simple interest and matured on November 18, 2025 . For the nine months ended September 30, 2025, the Company recorded interest expense of $ 12,800 . There was $ 12,800 accrued and unpaid interest as of September 30, 2025. (2) The balance consists of $ 4,210,200 of secured notes, and $ 930,100 unsecured notes payable, of which $ 4,450,000 are in default. (3) Secured notes. 14 NOTE 11 – RELATED PARTY TRANSACTIONS Notes payable and accrued interest due to certain related parties are as follows: SCHEDULE OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST September 30, December 31, 2025 2024 (unaudited) * Short term notes $ 125,000 $ 125,000 Accrued interest 112,100 95,100 Total short-term notes and accrued interest - Related parties $ 237,100 $ 220,100 NOTE 12 – EQUITY TRANSACTIONS 2025 Common Stock Transactions During the nine months ended September 30, 2025, the Company sold 200,000 shares of restricted common stock at $ 0.05 per share. Net proceeds were $ 9,000 , after paying a 10 % in transaction fees. During the nine months ended September 30, 2025, 4 million shares of preferred stock was converted into 3.6 million shares of common stock. As part of the transaction, $ 225,000 of debt was also contributed to paid in capital, as well as $ 8,600 in accrued interest on the debt. 2024 Common Stock Transactions During the nine months ended September 30, 2024, no new equity transactions have occurred. Non-controlling Interest The non-controlling interest presented in our condensed consolidated financial statements reflects a 46 % non-controlling equity interest in PWS and 49 % non-controlling equity interest in PelleChar. 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. NOTE 13 – CUSTOMER CONCENTRATIONS The Company had sales from operations from two and one customers, for the nine months ended September 30, 2025, and 2024 that surpassed the 10% threshold of total revenue, respectively. In total, these customers represented approximately 35 % and 17 % 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. NOTE 14 – NET GAIN OR LOSS PER SHARE Basic net gain or loss per share is computed by dividing net gain or loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted net gain or loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For the nine months ended September 30, 2025 and 2024, all potentially dilutive securities have been excluded from the diluted share calculations because they were anti-dilutive as a result of the net losses incurred for the respective period, or were dilutive, but the exercise prices were above the stock price for the entire period, deeming them not to be converted, or exercised during the period. Accordingly, basic shares equal diluted shares for all periods presented. Potentially dilutive securities were comprised of the following (unaudited): SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2025 2024 Nine months ended September 30, 2025 2024 Options 375,000 1,000,000 Convertible notes payable, including accrued interest 3,846,100 3,594,200 Potentially dilutive securities 4,221,100 4,594,200 15 NOTE 15 – DISCONTINUED SEM OPERATIONS On 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 nine months ended September 30, 2025 and 2024, 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. The following table presents the assets and liabilities associated with the discontinued operations of SEM: SCHEDULE OF DISCONTINUED OPERATIONS September 30, December 31, 2025 2024 ASSETS Property and equipment, net $ - $ - Total Assets held for sale $ - $ - LIABILITIES Accounts payable 24,500 24,500 Accrued liabilities 10,000 10,000 Current portion of long-term debt - - Total current liabilities 34,500 34,500 Long-term debt - - Total liabilities held for sale $ 34,500 $ 34,500 Major classes of line items constituting pretax income on discontinued operations (unaudited): 2025 2024 For the nine months ended September 30, 2025 2024 Services revenue $ - $ - Services costs - - General and administrative expenses - - Salaries and related expenses - - Other income (expense) - - Gain on sale of assets held for sale - 3,700 Total income (expense) - 3,700 Operating income (loss) - 3,700 Income tax benefit - - Total income (loss) from discontinued operations $ - $ 3,700 NOTE 16 – SEGMENT INFORMATION AND MAJOR CUSTOMERS The Company currently has identified two segments as follows: MV, SEM, PelleChar, SEER Golf Environmental Solutions PWS Solid Waste 16 The composition of our current reportable segments is consistent with that used by our chief decision makers to evaluate performance and allocate resources. All of our operations are located in the U.S. The Company has not allocated corporate selling, general and administrative expenses, and stock-based compensation to the segments. All intercompany transactions have been eliminated. Segment information for the (unaudited) three and nine months ended September 30, 2025 and 2024 is as follows: SCHEDULE OF SEGMENT INFORMATION Three Months Ended September 30, 2025 Environmental Solid Solutions Waste Corporate Total Revenue $ 1,092,000 $ - $ - $ 1,092,000 Depreciation and amortization ( 100 ) - 3,200 3,100 Interest expense - - 264,800 264,800 Net income (loss) attributable to SEER common stockholders 72,400 500 ( 527,900 ) ( 455,000 ) Capital expenditures (cash and noncash) 3,700 - - 3,700 Total assets (1) $ 1,012,400 $ - $ 267,800 $ 1,280,200 2024 Environmental Solid Solutions Waste Corporate Total Revenue $ 888,800 $ - $ - $ 888,800 Depreciation and amortization 200 - 3,600 3,800 Interest expense 200 - 236,800 237,000 Net income (loss) attributable to SEER common stockholders 119,200 ( 2,500 ) ( 577,800 ) ( 461,100 ) Capital expenditures (cash and noncash) - - - - Total assets (1) $ 892,200 $ - $ 290,100 $ 1,182,300 Nine Months Ended September 30, 2025 Environmental Solid Solutions Waste Corporate Total Revenue $ 3,094,700 $ - $ - $ 3,094,700 Depreciation and amortization 4,500 - 5,200 9,700 Interest expense - - 746,100 746,100 Net income (loss) attributable to SEER common stockholders 315,400 2,300 ( 1,795,900 ) ( 1,478,200 ) Capital expenditures (cash and noncash) 3,700 - 800 4,500 Total assets (1) $ 1,012,400 $ - $ 267,800 $ 1,280,200 2024 Environmental Solid Solutions Waste Corporate Total Revenue $ 2,640,500 $ - $ - $ 2,640,500 Depreciation and amortization 5,900 - 5,500 11,400 Interest expense 600 - 685,300 685,900 Net income (loss) attributable to SEER common stockholders 182,800 ( 900 ) ( 1,669,800 ) ( 1,487,900 ) Capital expenditures (cash and noncash) 19,200 - 3,500 22,700 Total assets (1) $ 892,200 $ - $ 290,100 $ 1,182,300 (1) Segment 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) NOTE 17 – SUBSEQUENT EVENTS In October 2025, the Company received proceeds of $ 100,000 by issuing a secured short-term promissory note, bearing interest at a rate of 8 % per annum, and maturing on December 1, 2025 . The interest rate increases to 12 % after August 18, 2025, if not paid in full. 17