UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549












FORM
10-K/A

(Amendment No. 1)












|[X] | ANNUAL
    REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------



For
the Year Ended December 31, 2019

OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from _______ to _______



Commission
file number 000-54987



Strategic
Environmental & Energy Resources, Inc.

(Exact
name of registrant as specified in its charter)



|Nevada                                                                 |  | 02-0565834                               
|---------------------------------------------------------------------- |  | -----------------------------------------
|(State
    or other jurisdiction of
    Incorporation or organization) |  | (IRS
    Employee
 Identification Number)



|370
    Interlocken Blvd, Suite 680, Broomfield, CO |  | 80021         
|--------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)        |  | (Zip
    Code)



Registrant’s
telephone number, including area code 720-460-3522



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|----------------------- |  | --------------------- |  | ---------------------------------------------
|N/A                     |  | N/A                   |  | N/A                                          



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, $.001 par value

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for at least the past 90 days.



Yes
[X]      No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).



Yes
[X]      No [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer | [  ] |  | Accelerated
    filer         | [  ]
|--------------------------- | ---- |  | ----------------------------- | ----
|Non-accelerated
    filer   | [  ] |  | Smaller
    reporting company | [X] 
|Emerging
    growth company |      |  |                               |     



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes
[  ]       No [X]



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter; 53,471,944 shares of common stock at a price of $.08
per share for an aggregate market value of $4,277,944.



As
of May 14, 2020, there were 62,703,575 shares of the registrant’s $.001 par value common stock outstanding. No other class
of equity securities is issued or outstanding.



Documents
incorporated by reference: None






















EXPLANATORY
NOTE



Strategic
Environmental & Energy Resources, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A
(this “Form 10-K/A”) to its original Annual Report on Form 10-K for the fiscal year ended December 31,
2019 filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 15, 2020 (the
“Form 10-K”) solely to disclose that the Company filed the Form 10-K after the March 30, 2020 deadline
in reliance on the Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from
the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) (the “Order”)
to delay the filing of the Form 10-K due to circumstances related to the coronavirus disease 2019 (“COVID-19”).
This Form 10-K/A is being filed to include the disclosure below in accordance with the Order, which was inadvertently omitted
from the Form 10-K, and to include updated certifications.



On
March 30, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension.
The disruption imposed on the Company and the Company’s auditors by COVID-19, closures and shelter in place orders in Colorado,
Texas, and Illinois caused the Company to experience a delay in its ability to complete and file the Form 10-K. Consequently,
the Company was unable to timely file the Form 10-K and relied on the Order for the filing of the Form 10-K.



Except
as described above, this Form 10-K/A does not amend, update or change any other items or disclosure in the Form 10-K or reflect
events that occurred after the date of the Form 10-K. Therefore, this Form 10-K/A should be read in conjunction with the Form
10-K and the Company’s other filings made with the SEC subsequent to the filing of the Form 10-K.





Item
15. Exhibits and Financial Statement Schedules.



Part
IV of the Form 10-K is hereby amended solely to add the following exhibits:



(a)(3)
and (b) Exhibits filed with this Form 10-K/A:



|31.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934                                      
|32.1 |  | Certification of Principal Executive Officer ) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2 |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  











SIGNATURES



Pursuant to the requirements of Section 13or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|Dated: June 1, 2020 | STRATEGIC
    ENVIRONMENTAL & ENERGY RESOURCES, INC.
|------------------- | ----------------------------------------------------
|                    |                                                     
|                    | By                                                  
|                    |                                                     
|                    |                                                     
|                    | By                                                  
|                    |                                                     
|                    |                                                     
|                    |                                                     
|                    |                                                     



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:



|/s/ J. John Combs III        |  | Chairman of the Board of Directors |  | June 1, 2020
|---------------------------- |  | ---------------------------------- |  | ------------
|J. John Combs III            |  |                                    |  |             
|                             |  |                                    |  |             
|/s/ Christopher Scott Yenzer |  | Director                           |  | June 1, 2020
|Christopher Scott Yenzer     |  |                                    |  |             
|                             |  |                                    |  |             
|/s/ Christopher Dieterich    |  | Director                           |  | June 1, 2020
|Christopher Dieterich        |  |                                    |  |