Current Report Filing (8-k)
December 27 2017 - 1:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
___________
FORM 8-K
___________
CURRENT REPORT
PURSUANT TO
SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported):
December 5, 2017
STERLING
CONSOLIDATED CORP.
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(Exact Name of Registrant as Specified in its
Charter)
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Nevada
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(State or Other Jurisdiction of Incorporation)
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333-183246
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45-1840913
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(Commission File Number)
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(IRS Employer Identification No.)
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1105 Green Grove Road, Neptune,
NJ
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O7753
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(Address of Principal Executive Offices)
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(Zip Code)
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732-918-0004
(Registrant’s
telephone number, including area code):
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2.)
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
¨
Item
1.01
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Entry into a Material Definitive Agreement.
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On December 5, 2017, Sterling Consolidated
Corp. (“SCC” or the “Company”) entered into a material definitive agreement with Upgrade Digital, Inc.,
d/b/a BlockChain Driven, www.blockchaindriven.com (“BlockChain Driven”), for BlockChain Driven to provide initial
consulting services to the Company on the architecture, development and implementation of the Company’s new block chain
strategy to distribute “O-rings” globally, with an initial focus on Asia. This block chain distribution strategy represents
a next generation step for SCC.
Sterling Seal & Supply, Inc. (“Sterling
Seal”), a subsidiary of the Company, incorporated in 1997, is a distributor of O-rings. O-rings are one of the simplest,
yet most engineered, precise, and useful seal designs. They are one of the most common and important elements of hydraulic and
pneumatic machines. O-rings and the other products that Sterling Seal sells are used in a wide variety of industries, including
automotive, pump, transmissions, oil and energy, machinery, and packaging. These products are utilized primarily as seals to prevent
leakage of liquids or a gas. Sterling offers a catalogue of standard sizes, and will take orders for special sizes not available
in the standard catalogue. In order to satisfy the needs of our customers and stay competitive, Sterling Seal maintains a wide
variety of products in substantial quantities at its main warehouse in Neptune, New Jersey, as well as at its other facilities
in Florida and Massachusetts. Integrity Cargo, LLC, a wholly owned subsidiary, is a freight forwarding business, founded in 2008,
that allows SSC to control costs, reduce handling, and provide faster deliveries from non-domestic vendors.
SCC now has plans, through consulting
assistance from BlockChain Driven, to establish “DiMo,” a decentralized international marketplace for O-ring distribution.
Based on block chain technology, the goal of establishing DiMo is to solve the cash flow burdens from upfront inventory payments
and high carrying costs problems for O-ring distributors, as well as to speed the tire distribution process. Plans for DiMo are
in early and preliminary stage and total funding and planning requirements have not been established, nor resources allotted.
Regulation of block chain systems is also in evolutionary and changing state.
The foregoing discussion of the Agreement
does not purport to be complete and is qualified in its entirety by reference to such Agreement, which is filed as Exhibit 10.1
hereto, and is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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Concurrently with the filing of this Form
8-K, the Company is planning to issue a press release announcing its agreement and relationship with BlockChain Driven. A copy
of this press release is attached hereto as Exhibit 99.1
The press release contains summary information
regarding the Company. Statements in this Current Report on Form 8-K, may contain certain statements about the Company and
its consolidated subsidiaries that do not directly or exclusively relate to historical facts. The statements are “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements
are necessarily estimates reflecting the best judgment and current expectations, plans, assumptions and beliefs about future events
(in each case subject to change) of the Company’s senior management and management of its subsidiaries and involve a number
of risks, uncertainties and other factors, some of which may be beyond the Company’s control that could cause actual results
to differ materially from those expressed or implied in such forward-looking statements. Without limitation, any statements preceded
or followed by or that include the words “targets,” “plans,” “believes,” “expects,”
“intends,” “will,” “likely,” “may,” “anticipates,” “estimates,”
“projects,” “should,” “would,” “expect,” “positioned,” “strategy,”
“future,” “potential,” “plan,” “forecast,” or words, phrases or terms of similar
substance or the negative thereof, are forward-looking statements. Factors that could cause actual results to differ materially
from those expressed or implied by the forward-looking statements are discussed under the heading “Risk Factors” and
“Forward-Looking Statements” in the company’s most recent annual report on Form 10-K filed with the Securities
and Exchange Commission (“SEC”), as they may be updated in any future reports filed with the SEC. If one or more of
these factors materialize, or if any underlying assumptions prove incorrect, the Company’s actual results, performance,
or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking
statements. Forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation
to update publicly such statements to reflect subsequent events or circumstances.
The information including in this current report on Form 8-K
regarding the press release on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information contained in the
Company’s website is not a part of this current report on Form 8-K. The information set forth under this Item 7.01 shall
not be deemed an admission as to the materiality of any information in this current report on Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01
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Financial
Statements and Exhibits
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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STERLING CONSOLIDATED CORP.
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Dated: December 21, 2017
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/s/ Darren DeRosa
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Darren DeRosa
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Chief Executive Officer, Chief Financial Officer & President
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Sterling Consolidated (CE) (USOTC:STCC)
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