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.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
(State or Other Jurisdiction of Incorporation)

 

333-183246   45-1840913
(Commission File Number)   (IRS Employer Identification No.)
     
1105 Green Grove Road, Neptune, NJ   O7753
(Address of Principal Executive Offices)   (Zip Code)

 

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

Entry into a Material Definitive Agreement.

 

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 Regulation FD Disclosure.

 

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 Financial Statements and Exhibits

 

Exhibit No.   Description
     
10.1   Consulting Contract between Sterling Consolidated Corp. and UpGrade Digital, Inc. d/b/a BlockChain Driven.
     
99.1   Press release of Sterling Consolidated Corp. dated December, 22. 2017.

 

 

 

 

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.

 

  STERLING CONSOLIDATED CORP.
   
Dated: December 21, 2017 /s/ Darren DeRosa
  Darren DeRosa
  Chief Executive Officer, Chief Financial Officer & President

 

 

 

 

Exhibit 10.1

 

 

 

 

33 west 19th street

4th Floor

New York, NY 10011

(212) 858-9010

 

Sterling Consolidated Corp Cryptocurrency Deep Dive Roadmap (DDRM)

 

DDRM is designed to identify new trends, directions and changes that can disrupt existing ecosystems of the o-ring industry. It will identify possible applications, public or private structure, hash functions, node-to-node transactions, consensus mechanisms and protocols, the core technology of development, various scaling elements and other factors that involve blockchain design and future mapping. We will create a high level roadmap for tech integration, identify and augment out token utility, identify best technology for the POC (proof of concept) and outline Cryptocurrency steps.

 

WHO WE ARE  
Our mission  
The team  
PRODUCT & PROCESS  
Project Process  
Weekly Meetings  
DEEP DIVE TIMELINE  
Week 1  
Week 2  
Week 3  
RESOURCES  

 

 

 

 

 

Glossary of terms

 

At BlockchainDriven, you will be guided by various experts in different blockchain verticals. Here is a list of terms you will encounter, and knowledge of them will help you navigate the blockchain ecosystem.

 

Consensus Mechanism

 

A method to authenticate and validate a set of values or a transaction without the need to trust or rely on a centralized authority; can be constructed on and off a blockchain; a variety of approaches exist

 

Consensus Protocols

 

Algorithms for building consensus based on requirements like performance, scalability, consistency, data capacity, governance, security, and failure redundancy.

 

Hash Functions

 

An application programming interface creates, through a process called hashing, a unique key or digital fingerprint for each file

 

Node

 


Members or systems of a consensus network; a server that holds a replicated copy of the ledger; can have varying roles: to issue, verify, receive, inform, etc. For all intents and purposes, a node can be a VM instance

 

Node-to-Node

 

A mechanism in which only two nodes involved in a transaction take part; in effect, it eschews traditional consensus mechanism

 

Private Blockchain

 

An encryption key uniquely linked to the owner and known only to the parties exchanged in a transaction; it is secretly held in a digital wallet

 

Public Blockchain

 

A network in which anyone can participate by reading data, submitting transactions, and participating in the validation process

 

 

 

 

 

WHO WE ARE

 

BlockchainDriven mission

 

Bringing blockchain and its benefits to organizations across the world. We specialize in ideating blockchain technology a reality for every type of business, and we create uniquely tailored blockchain solutions.

 

The Team

 

Specialists assigned to o-ring On Blockchain project will be:

 

Blockchain Project Manager
Blockchain Senior Developer
Blockchain Solution Architect

 

PRODUCT & PROCESS

 

Project Process

 

DDRM 3 week intensive exploration and ideation, exploring blockchain’s impact areas and developing a highly-functional design for your project. This will involve ideation and crystallization around use cases, resulting in a high-level roadmap and customer engagement implementation.

 

Weekly Calls

 

Weekly calls consist of assessing the past week’s accomplishments and calibrating strategy to integrate into the coming week.

 

 

 

 

ONBOARDING TASKLIST

 

Week 1

 

▢ Ideation of potential blockchain implementations

 

▢ Implementation and crystallization of blockchain as a use case

 

Week 2

 

▢ Blockchain technology selection & guidance

 

▢ Cryptocurrency strategy and framework structure

 

Week 3

 

▢ Actionable roadmap

 

▢ Cryptocurrency roll out timeline and key steps

 

DDRM: Infrastructure, Technology & Development

 

For now, it’s not possible to say that one consensus mechanism is clearly superior. One mechanism may be better for one use case, and another mechanism better for another use case. We will run analysis tailored to your case, taking into account that new mechanisms are emerging, to find the best consensus mechanism for your project.

 

Accepted Payment methods: Bank Wire, Check, Bitcoin, Ethereum Payment Due Date
First Payment $12,000 11/13/2017
Second Payment $6,000 11/27/2017
Deed Dive Road Map Total Cost: $ 18,000  

 

 

 

 

  

IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or representatives, have each executed this Agreement effective as of the date first written above.

 

 

The Parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and conditions. 

 

 

AGREED TO AND ACCEPTED BY:   AGREED TO AND ACCEPTED BY:
         

Sterling Consolidated Corp

  Upgrade Digital, Inc. DBA BlockchainDriven
         
By: /s/ Darren Derosa   By: /s/ Art Malkov
         
  Darren Derosa     Art Malkov
  Print Name of Appointed Stakeholder     Print Name of Appointed Stakeholder
         
  CEO     Principal
 

Title

    Title
         
  December 5, 2017     December 5, 2017
  Date     Date
         

 

 

 

Exhibit 99.1

 

STERLING CONSOLIDATED ROLLS OUT STRATEGIC PLAN TO UTILIZE BLOCKCHAIN TECHNOLOGY TO BUILD “DiMO” THE FIRST DECENTRALIZED INTERNATIONAL MARKETPLACE FOR STANDARD O-RINGS

 

Company engages New York City blockchain consulting and development firm Blockchain Driven to assist with its strategy

 

Neptune, NJ December 15, 2017 Sterling Consolidated Corp. (OTC: STCC) (The Company), a leading supplier of hydraulic and pneumatic seals to the automotive and industrial marketplace, today announced another forward step in its strategic growth strategy. The Company has announced plans for DiMO, a decentralized international marketplace for o-rings.

 

“We believe that, based on its highly fragmented structure with thousands of distributors and very few suppliers in Asia, the o-ring industry lends itself perfectly to utilization of the blockchain and smart contract technology,” said Darren DeRosa, the Company CEO. “Our goal is to solve a problem for the entire o-ring industry and bring a new technology to a mature industry. Currently there are very high costs of carrying inventory and international suppliers require up-front payments on purchases that take months to deliver. Both of these factors put great stress on the cash flow of the average o-ring distributor. With DiMO we believe we can reduce financing costs and inventory carrying costs for the distributor and create better and faster service for o-ring customers.

 

Sterling has partnered with an expert blockchain tech agency, BlockchainDriven (www.blockchaindriven.com) to lead their integration efforts. “We consider that BlockchainDriven is the leader in the blockchain space,” said DeRosa. “Their team will help take our strategic goals and integrate them on the blockchain, utilizing the latest industry research and technology.”

 

About Sterling Consolidated Corp.

 

Sterling Consolidated Corp., through its wholly-owned subsidiary, Sterling Seal and Supply has been a leading supplier of hydraulic and pneumatic seals to the automotive and industrial marketplace for more than 40 years. Through a combination of leveraging its logistical expertise and sophisticated, experienced management, the company intends to be an active and strategic consolidator of small- and mid-sized businesses within the highly-fragmented, multi-billion dollar seal industry. Currently serving more than 3,000 customers, Sterling offers acquisition targets a unique growth opportunity and competitive advantage through logistical expertise, strong regional branding and industry-specific distribution center

 

Forward-looking Statements

 

This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may" "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

 

Contact: Darren DeRosa, CEO

 

732-918-0004 (o)