What changed in this filing

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Item 1. Business

2025-06-06 compared with 2024-04-16 · 68 added, 114 removed, 150 unchanged (55% of the section changed)

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Through its operating companies, SEER provides environmental products and solutions throughout

North America and is aggressively pursuing international markets for its technologies and products.

SEER’s operating companies

are discussed in more detail below.

North America and is pursuing international markets for its technologies and products.

SEER’s operating companies are discussed

in more detail below.

Company’s domestic strategy is to grow internally through SEER’s subsidiaries that have well-established revenue streams

and, simultaneously, establish long-term alliances with and/or acquire complementary domestic businesses in rapidly growing markets for

renewable energy, waste management/treatment, emissions capture and conditioning, and environmental soil amendments and organic The focus

of the SEER family of companies, however, is to increase margins by securing or developing proprietary patented and patent-pending technologies

and then leveraging its 25-plus-year service experience to place these innovations and solutions into the growing markets of renewable

biogas, emission capture and control, renewable “green gas” capture and sale, organic soil amendments and fertilizers, as

well as general solid waste and medical/pharmaceutical waste destruction.

Many of SEER’s current operating companies share customer

bases and each provides synergistic services, technologies and products.

Entities/Subsidiaries

renewable energy, waste management/treatment, emissions capture and conditioning, and environmental soil amendments and organic fertilizers.

The focus of the SEER family of companies, however, is to increase margins by securing or developing proprietary patented and patent-pending

technologies and then leveraging its 25-plus-year service experience to place these innovations and solutions into several, growing international

its diverse technologies and environmental solution offerings, SEER currently participates in worldwide markets of environmental compliance,

renewable “green gas” energy, gaseous and solid medical/pharmaceutical waste minimization/management, and organic fertilizers

and soil amendments.

Most recently, SEER is focusing on decarbonization technologies and strategies, as well as monetization and tokenization

of fully-insured biochar carbon credits.

are ever-increasing domestic and international carbon emissions regulations and offset programs, as well as statutory programs at the

local, state, federal and international levels that create and mandate the need for renewable energies and waste minimization, proper

handling, storage, treatment and disposal of virtually all types of waste.

LLC (d/b/a MV Technologies), (“MV”) :

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dry scrubber solutions for management of Hydrogen Sulfide (H2S) in biogas, landfill gas, and petroleum processing operations.

These system solutions are marketed under the product names H2SPlus™ and OdorFilter™.

The markets for these products include

landfill operations, agricultural and food product processors, wastewater treatment facilities, and petroleum product refiners.

develops and designs proprietary technologies and systems used to condition biogas for use as renewable natural gas (“RNG”),

for a number of applications, such as transportation fuel and natural gas pipeline injection.

solutions are marketed under the product names H2SPlus™ and OdorFilter™.

The markets for these products include landfill

operations, agricultural and food product processors, wastewater treatment facilities, and petroleum product refiners.

MV also develops

and designs proprietary technologies and systems used to condition biogas for use as renewable natural gas (“RNG”), for a

number of applications, such as transportation fuel and natural gas pipeline injection.

Environmental Materials, LLC (“SEM”):

(formed September 2015) is a wholly owned subsidiary established as a materials

technology business with the purpose of developing advanced chemical absorbents and catalysts that enhance the capability of biogas produced

from, landfill, wastewater treatment operations and agricultural digester operations.

SEM’s operations were discontinued during the year ended December 31, 2023.

(formed September 2015) is a wholly owned Colorado limited liability company registered

to do business in Texas.

It was established as a materials technology development business with its sole operating facility in central

Initially, its primary purpose was developing advanced chemical absorbents and catalysts that enhance the capability of biogas

produced from landfills, wastewater treatment operations, and agricultural digester operations.

SEM’s central Texas media operations

were discontinued during the year ended December 31, 2023.

SEM’s current objective is to arrange the manufacturing and sale of

biochar production kilns and related equipment, as well as own and operate a biochar production facility in northeast Texas under a joint

venture license agreement from Biochar Now, LLC.

Waste Solutions, LLC (“PWS”):

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SEER continues to have the rights to develop the technology

internationally and continues to promote and market the CoronaLux technology in international markets.

internationally (outside of North America) and continues to promote and market the CoronaLux technology in international markets.

LLC (“PelleChar”):

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PelleChar activity to date relates to promoting both domestic and international

Revenue and expenses of PelleChar were not material for the year ended December 31, 2023.

Revenue and expenses of PelleChar were not material for the period ended December 31, 2024.

On December 17, 2022, SEER and Eco Tadweer (“ET”), a business entity incorporated in the Kingdom of Saudi

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Eco SEER has had minimal

operations as of September 30, 2023.

operations as of December 31, 2024.

Company currently has identified two segments as follows:

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marketing efforts will be part of the Solid Waste segment.

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

of December 31, 2024, we had four customers who comprised 10% or more of our accounts receivable and had a balance of approximately $481,800.

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

See Item 1A Risk Factors.

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

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

of approximately $36.2 million as of December 31, 2024, and for the year ended December 31, 2024, we incurred a net loss from continuing

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$13.3 million.

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

These factors raise substantial doubt about our ability to continue to operate as a going concern.

its diverse services, technologies, and environmental solution offerings, SEER participates in the worldwide markets of environmental

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all types of waste.

Most recently, there has been a growing number of international policies and programs encouraging and, in some instances,

mandating the offset of carbon footprint by the reduction of CO2 generation or purchase of carbon offsets.

This has given rise to a rapidly

growing industry and an increasing value of decarbonization technologies and associated carbon credits.

industrial waste management industry in North America was shaped first by the Resource Conservation and Recovery Act of 1976 (“RCRA”),

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major consideration for safely and responsibly conducting business in the U.S.

and countless other similar regulatory programs mandate the need for environmental services and technologies such as those offered by

SEER and its companies.

are substantial barriers to entry in the waste management industry, including the high degree of expertise and training required, regulatory

compliance, insurance, and licensing costs and procedures, strict federal, state, provincial and local permitting and oversight processes,

and significant capital costs of equipment and qualified personnel.

and countless other similar regulatory and carbon offset programs mandate the need for environmental technologies such as those offered

by SEER and its companies.

operations to date have been fueled by a combination of synergistic and vertical integration, acquisitions, strategic alliances and organic

SEER acquired MV as a wholly owned subsidiary.

In 2015 SEM was created to provide recurring and high-margin revenue to the Company

by offering an internal source of diverse media solutions required to treat various waste and off-gas streams, particularly digesters

and landfills.

This enables pricing flexibility by the technology solutions affiliates that, in turn, should result in increased sales

of systems that leads to greater demand for media.

We intend to continue pursuing an aggressive strategy of both acquisitions, strategic

partnerships, and organic growth while expanding our geographic footprint into other regions of the United States and foreign markets.

Potential acquisitions may include businesses that secure supply chain and vendor logistics or complement our core businesses or companies

that provide a similar set of services in regions where the Company does not currently have operations.

full development of certain patented and patent-pending technologies, we intend to explore licensing relationships with larger, established

companies to generate sustainable revenue streams from domestic and international applications.

In 2015 SEM was created to produce the media required for MV systems.

alternatives have arisen in the market and it is no longer profitable to produce in house media.

We intend to repurpose the SEM entity

and continue pursuing an aggressive strategy of both acquisitions, strategic partnerships, and organic growth while expanding our geographic

footprint into other regions of the United States and foreign markets.

go-forward strategies include utilizing our wholly-owned SEM entity and developing a biochar production facility in Texas.

This facility

would not only generate high-margin revenue from the sale of biochar, it would create a recurring stream of valuable biochar carbon credits

that can be insured and sold on the international markets.

SEER has established strategic partnerships with specialized carbon credits

trading companies to assist it in potential sales and

will continue to leverage and monetize its patented technologies such a s the V3RU and the CoronaLux™ technologies.

explore licensing relationships with larger, established companies to generate sustainable revenue streams from domestic and international

applications.

was issued a patent in 2012 related to “Oil-Gas Vapor Collection, Storage, and Recovery System, etc.” Patent No.

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2013, PWS filed provisional and non-provisional patent applications in the name and for the benefit of SEER arising out of and related

to its waste disposal technology involving a “yrolytic first phase and a “cold plasma” second phase system referred

to its waste disposal technology involving a “pyrolytic first phase and a “cold plasma” second phase system referred

to as “plasma light,” or CoronaLux™ technology.

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in exchange for units in PSMW.

IN or around 2023, those units were sold in a stock-for-stock transaction, and the Company now has a small

equity ownership in Amlon Holdings.

industrial services industry is highly competitive.

We compete with several small and medium-sized companies in the gas treatment sector.

In the face of this competition, we have been effective in maintaining, and in some sectors, growing our revenue opportunities due to

the wide range of services we offer, a competitive pricing structure, our innovative and proprietary/patent-pending technologies, and

a reputation for reliability, built over the nearly 20 years of business operations as well as the care we take in performing and completing

each customer project.

medical waste industry is also highly competitive with fewer, but larger businesses in the space and one entity having a dominant position

in the industry.

In the face of this competition, we have been effective in maintaining our revenue opportunities due to the wide range of environmental

solutions we offer, a competitive pricing structure, our innovative and proprietary/patent-pending technologies, and a reputation for

reliability, built over the nearly 25 years of business operations as well as the care we take in performing and completing each customer

international medical waste industry is also highly competitive with fewer, but larger businesses in the space and one entity having

a dominant position in the industry.

all its businesses, the Company currently holds very small parts of very large and growing markets.

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resulting air pollution.

In the markets served by MV there are a number of competing technologies employed such as:

In the markets served by MV there are several competing technologies employed such as:

biological scrubbing,

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In July 2022, the Company exchanged its patents and related technology to its joint venture,

PSMW, in exchange for units in PSMW.

Environmental

Matters and Regulation

federal environmental laws affecting us are the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental

Response, Compensation and Liability Act (“CERCLA”), also known as the “Superfund Act”, the Clean Air Act, the

Clean Water Act, and the Toxic Substances Control Act (“TSCA”).

RCRA is the principal federal statute governing hazardous waste generation, treatment, transportation, storage and disposal.

to RCRA, the U.S.

Environmental Protection Agency (the “EPA”) has established a comprehensive “cradle-to-grave”

system for the management of a wide range of materials identified as hazardous or solid waste.

States that have adopted hazardous waste

management programs with standards at least as stringent as those promulgated by the EPA have been delegated authority by the EPA to

administer their facility permitting programs in lieu of the EPA’s program.

Every facility that treats, stores or disposes of hazardous

waste must obtain a RCRA permit from the EPA or an authorized state agency, unless a specific exemption exists, and must comply with

certain operating requirements.

Superfund Act.

The Superfund Act is the primary federal statute regulating the cleanup of inactive hazardous substance sites and

imposing liability for cleanup on the responsible parties.

It also provides for immediate response and removal actions coordinated by

the EPA of the release of hazardous substances into the environment.

It authorizes the government to respond to the release or threatened

release of hazardous substances or to order responsible persons to perform any necessary cleanup.

The statute provides for strict, and

in certain cases, joint and several liability for these responses and other related costs, and for liability for the cost of damages

to natural resources, to the parties involved in the generation, transportation and disposal of such hazardous substances.

statute, we may be deemed liable as a generator or transporter of a hazardous substance that is released into the environment, or as

the owner or operator of a facility from which there is a release of a hazardous substance into the environment.

Clean Air Act.

The Clean Air Act was passed by Congress to control the emissions of pollutants into the air and requires permits

to be obtained for specific sources of toxic air pollutants such as vinyl chloride, or criteria pollutants, such as carbon monoxide.

In 1990, Congress amended the Clean Air Act to require further reductions of air pollutants with specific targets for non-attainment

areas to meet certain ambient air quality standards.

These amendments also require the EPA to promulgate regulations, which (i) control

emissions of 189 hazardous air pollutants;

(ii) create uniform operating permits for major industrial facilities similar to RCRA operating

(iii) mandate the phase-out of ozone-depleting chemicals;

and (iv) provide for enhanced enforcement.

This legislation prohibits discharges into the waters of the United States without government authorization and regulates

the discharge of pollutants into surface waters and sewers from a variety of sources, including disposal sites and treatment facilities.

Federal Laws.

In addition to regulations specifically directed at the transportation, storage, and disposal facilities, there are

a number of regulations that may “pass-through” to the facilities based on the acceptance of regulated waste from affected

client facilities.

Each facility that accepts affected waste must comply with the regulations for that waste, facility or industry.

our transportation operations, we are regulated by the U.S.

Department of Transportation, the Federal Railroad Administration, the Federal

Aviation Administration and the U.S.

Coast Guard, as well as by the regulatory agencies of each state in which we operate or through

which our vehicles pass.

Health and safety standards under the Occupational Safety and Health Act, or “OSHA”, are applicable

to all of our operations.

to the EPA’s authorization of their RCRA equivalent programs, a number of states have regulatory programs governing the permitting

and operation of hazardous waste facilities.

Our facilities are regulated pursuant to state statutes, including those addressing clean

water and clean air.

Our facilities are also subject to local siting, zoning and land-use restrictions.

Although our facilities occasionally

have been cited for regulatory violations, we believe we are in substantial compliance with all federal, state and local laws regulating

our business.

PSMW, in exchange for units in PSMW which were then sold on a stock-for-stock exchange.

cover potential risks associated with the variety of services that the operating companies provide, we maintain adequate insurance coverages,

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its organic fertilizer products, Pellechar10™ and Pellechar30™, to market, it plans to allocate a small R&D budget in

fiscal years 2023 and 2024, anticipated to be less than $100,000.

fiscal year 2025, anticipated to be less than $50,000.

of December 31, 2024, we employed 11 non-union hourly and salaried employees, 2 of which was part-time.

Our business has some seasonality

that requires us to use day laborers.

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 1. Business