What changed in this filing

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Item 1. Financial Statements

2025-06-17 compared with 2024-11-19 · 158 added, 259 removed, 446 unchanged (48% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

December 31, *

15 unchanged sentences

Deferred revenue

Customer deposits

Short term notes

18 unchanged sentences

68,688,575 shares issued, issuable* and

outstanding June 30, 2024 and December 31, 2023

outstanding March 31, 2025 and 70,000,000 shares authorized on December 31, 2024

Common stock issuable

14 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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.

These numbers are derived

from the audited financial statements for the year ended December 31, 2024.

Includes 2,785,000 shares

issuable at March 31, 2025 and December 31, 2024, per terms of note agreements.

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Total revenue

the Three Months Ended March 31,

and administrative expenses

and related expenses

operating expenses

Products costs

General and administrative expenses

Salaries and related expenses

Total operating expenses

Loss from operations

( 1,197,700 )

Other income (expense):

Interest expense

Other income (expense)

Total non-operating expense, net

Loss from continuing operations

( 1,494,700 )

( 1,831,600 )

Income (loss) from discontinued operations, net of tax

( 1,491,000 )

( 1,671,700 )

Net income (loss) attributable to non-controlling interest

Net Loss attributable to SEER common stockholders

$ ( 461,100 )

$ ( 452,100 )

from operations

income (expense):

income (expense)

non-operating expense, net

from continuing operations

from discontinued operations, net of tax

income (loss) attributable to non-controlling interest

Loss attributable to SEER common stockholders

$ ( 446,600 )

$ ( 352,200 )

Basic earnings per share attributable to SEER common stockholders

Loss from continuing operations, per share

Income from discontinued operations, per share

Net Loss per share, basic

Fully diluted earnings per share attributable to SEER common stockholders

Loss from continuing operations, per share

Income from discontinued operations, per share

Net Loss per share, basic

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

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

earnings per share attributable to SEER common stockholders

from continuing operations, per share

from discontinued operations, per share

Loss per share, basic

diluted earnings per share attributable to SEER common stockholders

from continuing operations, per share

from discontinued operations, per share

Loss per share, basic

average shares outstanding – basic

average shares outstanding – diluted

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

1 unchanged sentence

Preferred Stock

Additional Paid-in

Stock Subscription

Non-controller

Stockholders’

Total Stockholders’

Balances at December 31, 2024

2 unchanged sentences

( 14,951,800 )

Net income (loss)

Balances at March 31, 2024

( 34,730,100 )

( 1,950,400 )

( 13,641,600 )

Net income (loss)

Balances at June 30, 2024

( 35,404,700 )

( 1,951,800 )

Conversion of preferred stock to common

( 4,000,000 )

Net income (loss)

Balances at September 30, 2024

Balances at March 31, 2025

( 36,627,300 )

2 unchanged sentences

Preferred Stock

Stock Subscription

Non-controller

Stockholders’

Balances at December 31, 2022

( 32,005,100 )

( 1,941,800 )

( 10,908,000 )

Net income (loss)

Balances at March 31, 2023

( 32,784,500 )

( 1,939,000 )

( 11,684,600 )

Net income (loss)

Balances at June 30, 2023

Total Stockholders’

at December 31, 2023

( 34,377,900 )

4 unchanged sentences

( 13,288,500 )

Net income (loss)

Balances at September 30, 2023

Balances at March 31,

( 34,730,100 )

4 unchanged sentences

( 13,641,600 )

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

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

ENVIRONMENTAL & ENERGY RESOURCES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Nine Months Ended June 30,

For the Three

Months Ended March 31,

Cash flows from operating activities:

3 unchanged sentences

Income (loss) from discontinued operations

( 1,491,000 )

( 1,671,700 )

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:

21 unchanged sentences

Financing of prepaid insurance premiums

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

Debt converted to common stock

Interest converted to common stock

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

1 – ORGANIZATION AND FINANCIAL CONDITION

40 unchanged sentences

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

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.

of approximately $ 36.6 million as of March 31, 2025, and for the three months ended March 31, 2025, we incurred a net loss from continuing

operations of approximately $ 447,500 .

As of March 31, 2025, our current liabilities exceeded our current assets by approximately $ 13.5

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, 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, 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.

For the three months

ended March 31, 2025, the Company raised approximately $ 12,000 from the issuance of short-term and long-term debt, offset by payments

of principal on short term notes of $ 0.3 million, for a net cash used 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.

of Presentation Unaudited Interim Financial Information

11 unchanged sentences

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 April 16, 2024, for the year ended December

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

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

Significant items subject to such estimates and assumptions include the forecasted cash flows

used in the impairment testing of goodwill and intangible assets.

used in the impairment testing of intangible assets.

The carrying amount of intangible assets;

35 unchanged sentences

R&D expenses were

$ 0 for both the nine months ended September 30, 2024, and 2023.

$ 0 for both the three months ended March 31, 2025, and 2024.

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

5 unchanged sentences

and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.

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, 2024, and 2023 the Company recognized no adjustments for uncertain tax positions.

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 three months ended March 31, 2025, and 2024 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 September 30, 2024, and 2023.

to uncertain tax positions were recognized as of March 31, 2025, and 2024.

The Company expects no material changes to unrecognized

31 unchanged sentences

Three months ended

September 30, 2024

Environmental Solutions

March 31, 2025

Environmental

Sources of Revenue

2 unchanged sentences

Three months ended

September 30, 2023

Environmental Solutions

Sources of Revenue

Product sales

Total Revenue

Nine months ended

September 30, 2024

Environmental Solutions

Sources of Revenue

Product sales

Total Revenue

Nine months ended

September 30, 2023

March 31, 2024

Environmental Solutions

11 unchanged sentences

Contract Liabilities

Deferred Revenue

(non-current)

Balance as of September 30, 2024 (unaudited)

Balance as of March 31, 2025

Balance as of December 31, 2024

Increase (decrease)

$ ( 144,000 )

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

3 unchanged sentences

Performance Obligations

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

of March 31, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately

$ 1.9 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

1 unchanged sentence

Leasehold improvements

Property and equipment, gross

and equipment, gross

accumulated depreciation and amortization

Property and equipment, net

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

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 nine months ended

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

expense for both the three months ended March 31, 2025, and 2024 was $ 2,900 .

For the three months ended March 31, 2025, and 2024, depreciation

expense included in cost of goods sold was $ 1,900 and $ 2,000 , respectively.

For the three months ended March 31, 2025, and 2024, depreciation

expense included in selling, general and administrative expenses was $ 1,100 and $ 900 , respectively.

5 – INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

September 30, 2024 (unaudited)

March 31, 2025 (unaudited)

Gross carrying amount

9 unchanged sentences

$ ( 766,700 )

estimated useful lives of the intangible assets range from seven to twenty years .

Amortization expense was $ 900 and $ 700 for the three

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.

The estimated useful lives of the intangible assets range from seven 7 to twenty

Amortization expense was $ 600

for both the three months ended March 31, 2025, and 2024, respectively.

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, 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 September 30, 2024, Consolidated

Balance Sheets.

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

These leases have terms which range from 1

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 March 31, 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 March 31, 2025, Consolidated Balance Sheets.

As of March 31, 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, 2024, the Company recognized approximately $ 62,700 in operating lease costs for right-of-use assets.

In the three months ended

March 31, 2025, the Company recognized approximately $ 11,600

in operating lease costs for right-of-use assets.

As of March 31, 2025, the Company is in default of the office lease.

the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present

4 unchanged sentences

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

Nine months ended September 30,

Three months ended March 31,

Cash paid for operating lease liabilities

1 unchanged sentence

Weighted-average discount rate

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Maturities of lease liabilities as of March 31, 2025 were as follows:

Total operating lease

4 unchanged sentences

SCHEDULE OF ACCRUED LIABILITIES

September 30,

Accrued compensation and related taxes

5 unchanged sentences

estimated earnings and billings on uncompleted contracts are as follows:

OF UNCOMPLETED CONTRACTS

September 30,

SCHEDULE OF UNCOMPLETED CONTRACTS

Revenue recognized

billings to date

( 1,140,200 )

Contract assets

4 unchanged sentences

Contract liabilities

9 – INVESTMENTS

Waste Solutions LLC

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.

NOTE 9 – INVESTMENTS

Paragon Waste Solutions LLC

its inception through March 31, 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

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

as of March 31, 2025 (unaudited), and December 31, 2024*, was comprised of the following:

SCHEDULE OF DEBT

6 unchanged sentences

Principal reductions

Principal converted to common stock

Long term debt to current

Amortization of debt discount

Balance September 30, 2024

Balance March 31, 2025

$ 4,771,600 (2)

$ 1,836,500 (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 nine months ended September 30, 2024, the Company recorded interest expense of $ 8,000 .

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 three months ended March 31, 2025, the Company recorded interest expense of $ 700 .

There was $ 0

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 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.

accrued and unpaid interest as of March 31, 2025.

B) A 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 three months ended March 31, 2025, the Company recorded

interest expense of $ 100 .

There was $ 100 accrued and unpaid interest as of March 31, 2025.

balance consists of $ 4,253,500 of secured notes, and $ 518,100 unsecured notes payable, of which $ 4,100,000 are in default.

11 – RELATED PARTY TRANSACTIONS

payable and accrued interest due to certain related parties are as follows:

OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

September 30, 2024

December 31, 2023

SCHEDULE OF RELATED PARTIES NOTES PAYABLE AND ACCRUED INTEREST

Short term notes

Accrued interest

Total short-term notes and accrued interest - Related parties

short-term notes and accrued interest - Related parties

12 – EQUITY TRANSACTIONS

Common Stock Transactions

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

the three months ended March 31, 2025, 4 million shares of preferred stock was converted into 3.6 million shares of common stock.

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.

Common Stock Transactions

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

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

Non-controlling

5 unchanged sentences

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.

Company had sales from operations from two customers, for the three months ended March 31, 2025, and 2024 that surpassed the 10% threshold

of total revenue, respectively.

In total, these customers represented approximately 53 % and 39 % of our total sales, respectively.

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

14 – NET GAIN OR LOSS PER SHARE

6 unchanged sentences

would be anti-dilutive.

For nine months ended September 30, 2024 and 2023, all potentially dilutive securities have been excluded from

For the three months ended March 31, 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

2 unchanged sentences

dilutive securities were comprised of the following (unaudited):

OF POTENTIALLY DILUTIVE SECURITIES

Nine months ended September 30,

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

Three months ended March 31,

Convertible notes payable, including accrued interest

3 unchanged sentences

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

For the unaudited nine months ended September 30, 2024

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

For the unaudited three months ended March 31, 2025 and

2024, all media production operations from SEM have been reported as discontinued operations.

Management intends to use the SEM entity

2 unchanged sentences

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

OF DISCONTINUED OPERATIONS

September 30,

SCHEDULE OF DISCONTINUED OPERATIONS

Property and equipment, net

7 unchanged sentences

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

For the nine months ended

September 30,

For the three months ended

Services revenue

18 unchanged sentences

All intercompany transactions have been eliminated.

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

Months Ended September 30,

OF SEGMENT INFORMATION

Environmental

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

Environmental

Depreciation and amortization

Interest expense

Stock-based compensation

Net income (loss) attributable to SEER common stockholders

Capital expenditures (cash and noncash)

Total assets (1)

Months Ended September 30,

information for the (unaudited) three months ended March 31, 2025 and 2024 is as follows:

SCHEDULE OF SEGMENT INFORMATION

Three Months Ended March 31,

Environmental

2 unchanged sentences

Net income (loss) attributable to SEER common stockholders

( 1,669,800 )

( 1,487,900 )

Capital expenditures (cash and noncash)

Environmental

Depreciation and amortization

Interest expense

Net income (loss) attributable to SEER common stockholders

( 1,621,300 )

( 1,670,200 )

Capital expenditures (cash and noncash)

Total assets (1)

and amortization

income (loss) attributable to SEER common stockholders

Capital expenditures

(cash and noncash)

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.

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

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.

In April 2025, the Company received proceeds of $ 150,000

by issuing a secured short-term promissory note, bearing interest at a rate of 8 % per annum, and maturing on June 20, 2025.

rate increases to 12 % after June 20, 2025, 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