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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~⌧ ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION 13 ~~December~~OR 15(d) ~~31,~~OF ~~2020~~THE SECURITIES EXCHANGE ACT OF 1934

~~¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

For the ~~transition~~fiscal year ~~period~~ended ~~from~~December 31, ~~___________ to ___________~~2021

☐ 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 333-183246

STERLING CONSOLIDATED CORP.

(Exact name of registrant as specified in its charter)

Nevada	45-1840913
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
1105 Green Grove Road Neptune, New Jersey	07753
(Address of principal executive offices)	Zip Code)

Nevada		45-1840913
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

1105 Green Grove Road Neptune, New Jersey		07753
(Address of principal executive offices)		Zip Code)

Registrant’s telephone number, including area code (732) 918-8004

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

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) has 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 the past 90 days.

Yes ¨☐ No x⌧

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ¨ ☐ No x⌧

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.

x⌧

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

~~Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company ¨~~

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check mark~~Non-accelerated iffiler ~~the~~⌧ ~~registrant~~Smaller ~~has~~reporting ~~elected~~company ~~not~~⌧ toEmerging ~~use~~growth ~~the~~company ~~extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨~~☐

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 is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨☐ No x⌧

Aggregate market value of the voting and non-voting common equity held by non-affiliates (7,383,540) computed by reference to the price at which the common equity was last sold ($0.05), 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 (June 30, 2020): $369,177.

AsAggregate market value of ~~September~~the ~~24,~~voting ~~2021,~~and ~~the~~non-voting ~~registrant~~common ~~had~~equity 47held by non-affiliates (7,~~284~~383,~~689 shares~~540) ofcomputed ~~its~~by reference to the price at which the common ~~stock,~~equity ~~par~~was ~~value~~last sold ($0.~~001~~ ~~per share~~065), ~~issued~~or the average bid and ~~outstanding~~asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2021): $730,970.

As of July 15, 2022, the registrant had 47,284,689 shares of its common stock, par value $0.001 per share, issued and outstanding.

Documents Incorporated by Reference: None.

Table of Contents

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties.	9
Item 3.	Legal Proceedings.	9
Item 4.	Mine Safety Disclosures.	9
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	9
Item 6.	Selected Financial Data.	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 8.	Financial Statements and Supplementary Data.	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	15
Item 9A.	Controls and Procedures.	15
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	17
Item 11.	Executive Compensation.	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	21
Item 14.	Principal Accounting Fees and Services.	23
	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	23
SIGNATURES		25

		Page
	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	8
Item 4.	Mine Safety Disclosures.	8

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8
Item 6.	Selected Financial Data.	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	13
Item 8.	Financial Statements and Supplementary Data.	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	13
Item 9A.	Controls and Procedures.	13

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	14
Item 11.	Executive Compensation.	16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	19
Item 14.	Principal Accounting Fees and Services.	19

	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	20
SIGNATURES		21

Table of Contents

PART I

Item 1. Business.

Overview

We were incorporated in the State of Nevada as Oceanview Acquisition Corp on January 31, 2011. On May 18, 2012, we amended our Articles of Incorporation to change our name to Sterling Consolidated Corp (the “Company”). We are a holding company, and all of our operations are conducted through our four subsidiaries: Sterling Seal & Supply, Inc. (“Sterling Seal”), ADDR Properties, LLC (“ADDR”), Q5 Ventures, LLC (“Q5”), and Integrity Cargo Freight Corporation (“Integrity”). In June 2012, these four entities became subsidiaries of the Company through an Equity Exchange Agreement by which the shareholders of Sterling Seal, ADDR, Q5, and Integrity became shareholders of the Company and in exchange the Company received all of the authorized and outstanding shares of Sterling Seal, ADDR, Q5, and Integrity. We issued a total of 33,817,040 shares of our common stock to the shareholders of Sterling Seal, ADDR, Q5 and Integrity.

Subsidiaries

Sterling Consolidated Corp. conducts its entire business through its four subsidiaries. Each subsidiary is responsible for a specific business function of the Company. For clarity, an organizational chart of the Company is provided below.

~~Sterling Seal & Supply, Inc.~~

~~Our largest subsidiary is~~ Sterling Seal~~, a New Jersey corporation which was incorporated in 1997. Its predecessor was Sterling Plastic~~ & ~~Rubber Products~~Supply, Inc., which was incorporated in New Jersey and was founded in 1970. Sterling Seal engages primarily in the distribution and sale of O-rings, rubber seals, oil seals, custom molded rubber parts, custom Teflon parts, Teflon rods, O-ring cord, bonded seals, O-ring kits, and stuffing box sealant.

~~Sterling~~Our ~~Seal~~largest subsidiary is aSterling ~~distributor~~Seal, ofa ~~O-rings.~~New ~~O-rings are~~Jersey ~~one~~corporation ofwhich ~~the~~was ~~simplest,~~incorporated ~~yet~~in ~~most~~1997. ~~engineered,~~Its ~~precise,~~predecessor ~~and~~was ~~useful~~Sterling ~~seal~~Plastic & ~~designs~~Rubber Products, Inc., ~~They~~which ~~are~~was ~~one~~incorporated ofin ~~the~~New ~~most~~Jersey ~~common~~ and ~~important~~was ~~elements of~~founded ~~machine~~in ~~design~~1970. ~~O-rings and the other products that~~ Sterling Seal ~~sells~~engages ~~are~~primarily ~~used~~ in athe ~~wide~~distribution ~~variety~~and sale of ~~industries~~O-rings, ~~including~~rubber ~~automotive~~seals, ~~pump,~~ ~~transmissions~~oil seals, ~~oil~~custom ~~and~~molded ~~energy,~~rubber ~~machinery~~parts, ~~and~~custom ~~packaging.~~Teflon ~~These~~parts, ~~products~~Teflon ~~are~~rods, ~~utilized~~O-ring ~~primarily~~cord, asbonded seals, toO-ring ~~prevent leakage of liquids or air. Most of the products carried by Sterling Seal are made of rubber~~kits, ~~but some are coated~~ and ~~the~~stuffing ~~rubber~~box ~~compound can change upon customer request~~sealant.

Sterling Seal ~~sells~~is ~~directly~~a todistributor ~~smaller~~of ~~distributors and~~O-rings. ~~original~~O-rings ~~equipment~~are ~~manufacturers~~one ~~in need~~ of ~~seals.~~the Itsimplest, ~~offers~~yet amost ~~catalogue~~engineered, ~~of standard sizes~~precise, and ~~will~~useful ~~take~~seal ~~orders~~designs. ~~for~~They ~~special~~are ~~sizes not~~one ~~available~~of in the ~~standard~~most ~~catalogue.~~common Inand ~~order~~important toelements ~~satisfy~~of ~~the~~machine ~~needs~~design. ofO-rings ~~our~~and ~~customers~~the ~~and~~other ~~stay~~products ~~competitive,~~that Sterling Seal ~~always~~sells ~~maintains~~ are used in a wide variety of ~~products~~industries, inincluding ~~substantial~~automotive, ~~quantities~~pump, attransmissions, ~~its~~oil ~~main~~and ~~warehouse in Neptune~~energy, ~~New Jersey~~machinery, asand ~~well as its other facilities in the United States~~packaging. ~~The~~These products ~~that~~are weutilized ~~hold~~primarily inas ~~inventory~~seals atto ~~our~~prevent ~~warehouse~~leakage ~~are~~of ~~standard~~liquids ~~products~~or ~~that~~air. ~~are~~Most ~~most~~of ~~often~~the ~~ordered.~~products Ifcarried aby ~~customer orders~~Sterling aSeal ~~product~~are ~~that~~made isof ~~not~~rubber, inbut ~~our~~some ~~inventory,~~are wecoated ~~order~~and the ~~product~~rubber ~~from~~compound ~~one~~can ofchange ~~our~~upon ~~suppliers~~customer ~~in China~~request.

WeSterling ~~have~~Seal ~~approximately~~sells ~~3,300~~directly ~~customers~~to ~~that~~smaller ~~place orders~~distributors ~~with~~and usoriginal ~~for~~equipment ~~the~~manufacturers ~~delivery~~in need of ~~O-ring~~seals. orIt ~~similar~~offers ~~products.~~a ~~Our~~catalogue ~~largest~~of ~~customer~~standard issizes, aand ~~southeastern~~will ~~U.S.~~take ~~manufacturer/distributor~~orders ~~of automotive/industrial~~for ~~products~~special sizes not available in the standard catalogue. ~~Other~~In ~~automotive~~order to satisfy the needs of our customers ~~are~~and ~~Precision~~stay ~~International~~competitive, ~~Freudenberg~~Sterling ~~and~~Seal ~~Sonnax~~always ~~Transmissions. We stock~~maintains a wide variety of ~~rubber~~products ~~seals~~in tosubstantial ~~service~~quantities ~~pool~~at ~~filter~~its ~~and~~main ~~pump~~warehouse ~~manufacturers~~in Neptune, New Jersey, as well as its other facilities in the United States. We ~~also~~The ~~distribute~~products that we hold in inventory at our ~~products~~warehouse toare ~~many~~standard ~~resellers of~~products ~~replacement~~that ~~parts~~are ~~and~~most ~~pool~~often ~~stores~~ordered. ~~Bay~~ ~~State~~If ~~Pool~~a ~~and~~customer ~~Horizon~~orders ~~Pool~~a ~~and~~product ~~Spa~~that ~~are~~is ~~two~~not ofin our ~~larger~~inventory, ~~accounts~~we inorder the ~~pool~~product ~~industry~~from one of our suppliers in China.

A large portion of our customer base services the plumbing and industrial industries. These accounts include, Fastenal, Kaman Industrial and Eastern Industrial. They are localized to service a wide range of products, but they purchase O-Rings and rubber seals from Sterling.3

~~Sterling~~Table ~~Seal~~of receives requests for quotations electronically and by fax daily from its various customers. The sales force then reviews each request, and responds with a “quoted” price for delivery and price. If such a quote is accepted, the customer responds with a purchase order for a specific price and delivery.Contents

~~After~~We ahave ~~purchase~~approximately ~~order~~3,300 iscustomers ~~accepted~~that ~~and~~place weorders dowith ~~not have~~us for the ~~ordered~~delivery ~~product~~of inO-ring ~~our~~or ~~inventory,~~similar weproducts. ~~then~~Our ~~contact~~largest ~~one~~customer ofis ~~our~~a ~~suppliers~~southeastern U.S. ~~All~~manufacturer/distributor of ~~our~~automotive/industrial ~~suppliers~~products. Other automotive customers are ~~located~~Precision inInternational, ~~China.~~Freudenberg Inand ~~determining which~~Sonnax ~~suppliers~~Transmissions. toWe ~~use,~~stock wea ~~look~~variety ~~for~~of ~~suppliers~~rubber ~~that~~seals ~~deliver~~to ~~quality~~service ~~products~~pool infilter aand ~~timely~~pump ~~manner~~manufacturers. We doalso ~~not~~distribute ~~have~~our ~~any~~products ~~long~~to ~~term~~many ~~contracts with~~resellers ~~any~~ of ~~our~~replacement ~~suppliers~~parts and pool stores. ~~The~~Bay ~~following~~State isPool ~~the~~and ~~list~~Horizon Pool and Spa are two of our 10larger ~~largest~~accounts ~~principal~~in ~~suppliers:~~the pool industry.

4A large portion of our customer base services the plumbing and industrial industries. These accounts include, Fastenal, Kaman Industrial and Eastern Industrial. They are localized to service a wide range of products, but they purchase O-Rings and rubber seals from Sterling.

-Sterling ~~Progum~~Seal ~~Elastomer~~receives ~~Technology~~requests Cofor quotations electronically and by fax daily from its various customers. The sales force then reviews each request, ~~Ltd~~and responds with a “quoted” price for delivery and price. If such a quote is accepted, the customer responds with a purchase order for a specific price and delivery.

-After ~~Ivy~~a ~~Seals~~purchase ~~Group~~order ~~Corp~~is accepted and we do not have the ordered product in our inventory, we then contact one of our suppliers. All of our suppliers are located in China. In determining which suppliers to use, we look for suppliers that deliver quality products in a timely manner. We do not have any long term contracts with any of our suppliers. The following is the list of our 10 largest principal suppliers:

- GeProgum ~~Mao~~Elastomer ~~Rubber~~Technology ~~Ind~~Co., CoLtd.

- ~~Escort~~Ivy Seals Group Corp.

- ~~Rubber~~Ge ~~Best~~Mao ~~Industry~~Rubber ~~Corp~~Ind. Co.

- ~~Wyatt~~Escort ~~Seal, Inc.~~Seals

- Rubber Best ~~Ring~~Industry ~~Industrial~~Corp.

- ~~Supaseal~~Wyatt ~~Ltd~~Seal, Inc.

- ~~Goodway~~Best ~~Rubber~~Ring ~~Ind Co Ltd~~Industrial

- ~~AnySeals,~~Supaseal ~~Inc~~Ltd.

O-~~ring~~ ~~and~~Goodway ~~rubber~~Rubber ~~seals~~Ind ~~are~~Co generally considered commodities, meaning that such goods are fungible and there is little if any distinction between the various producers and suppliers of the products. None of the products sold by Sterling Seal are under patent and there are no intellectual property or licensing issues. Sterling Seal sets itself apart from other similarly situated companies though the variety and quality of its inventory, the price point at which it sells its various products, and its ability to deliver products to customers on time. The time it takes us to deliver the ordered product to a customer will mainly depend on whether we have it in inventory or need to order it from a supplier in China. If we have it in inventory, we can package, ship and distribute the product within two (2) business days.Ltd

~~When~~- ~~orders arrive at Sterling Seal~~AnySeals, ~~we ship the products to our customer and invoice on a 45-day basis~~Inc.

~~Integrity~~O-ring ~~Cargo~~and ~~Freight~~rubber ~~Corporation~~seals are generally considered commodities, meaning that such goods are fungible and there is little if any distinction between the various producers and suppliers of the products. None of the products sold by Sterling Seal are under patent and there are no intellectual property or licensing issues. Sterling Seal sets itself apart from other similarly situated companies though the variety and quality of its inventory, the price point at which it sells its various products, and its ability to deliver products to customers on time. The time it takes us to deliver the ordered product to a customer will mainly depend on whether we have it in inventory or need to order it from a supplier in China. If we have it in inventory, we can package, ship and distribute the product within two (2) business days.

~~Our~~When ~~subsidiary, Integrity,~~orders isarrive aat ~~freight forwarding business. They are primarily responsible for transporting products we order from our suppliers back to our warehouse in Neptune, NJ. After~~ Sterling Seal ~~confirms from its supplier that a product is ready to be picked up~~, ~~Integrity~~ ~~Cargo~~we isship ~~responsible for picking up~~ the products ~~and getting them~~ to ~~the~~our ~~dock~~customer and ~~delivered~~invoice toon ~~the~~a ~~Sterling~~45-day ~~Seal warehouse~~basis.

Integrity ~~shares~~Cargo aFreight facility with Sterling Seal and manages the importation of Sterling Seal’s products and its exports to various countries. Currently eighty percent (80%) of Sterling Seal’s imports come from Asia, and ten percent (10%) of the Company’s sales are exported to various countries. However, all payables are billed and collected in USD, so Sterling Seal does not bear any foreign exchange risk on open payables.Corporation

WeOur ~~incorporated~~ subsidiary, Integrity, inis a freight forwarding business. They are primarily responsible for transporting products we order tofrom ~~vertically integrate~~our suppliers back to our ~~operations~~warehouse ~~and~~in ~~not~~Neptune, ~~have~~NJ. toAfter ~~rely~~Sterling onSeal ~~third~~confirms ~~parties~~from its supplier that a product is ready to ~~deliver~~be ~~our~~picked ~~products~~up, Integrity ~~from~~Cargo is responsible for picking up the ~~supplier.~~products ~~This~~and ~~has~~getting ~~resulted~~them into ~~quicker delivery~~the dock and ~~more~~delivered ~~predictable~~to ~~delivery~~the ~~times~~Sterling Seal warehouse.

~~This~~Integrity ~~provides~~shares ~~the~~a ~~Company~~facility with aSterling ~~competitive~~Seal ~~advantage over~~and ~~other~~manages ~~importers~~the importation of ~~O-rings~~Sterling Seal’s products and ~~seals~~its asexports weto ~~can~~various ~~utilize~~countries. ~~our~~Currently ~~own~~eighty ~~freight~~percent ~~company~~(80%) ~~and~~of ~~consolidate~~Sterling ~~our~~Seal’s ~~operations.~~imports Ascome afrom ~~result~~Asia, ~~the~~and ~~Company is~~ten ~~able~~percent to(10%) ~~provide~~of ~~lower~~the ~~prices~~Company’s sales are exported to ~~its~~various ~~customers~~countries. ~~This~~However, ~~also~~all ~~provides~~payables usare ~~with~~billed aand ~~much~~collected ~~greater~~in ~~level~~USD, ofso ~~control~~Sterling ~~over~~Seal ~~our~~does ~~shipping,~~not ~~which expedites~~bear ~~lead~~any ~~times~~foreign ~~and~~exchange ~~deliveries~~risk toon ~~our~~open ~~customers~~payables.

~~Entering~~Table ~~the freight forwarding market has provided the Company with a competitive advantage as compared with other importing distributors~~ of rubber O-Rings. By having the ability to utilize our own freight company, we are able to consolidate shipments from various sources and ship as frequently as needed, which has resulted in improved efficiencies and delivery times.Contents

~~Integrity~~We ~~also~~incorporated ~~performs~~Integrity ~~freight~~in ~~forwarding~~order ~~services for~~to ~~third~~vertically ~~party~~integrate ~~customers.~~our ~~Integrity~~operations ~~currently~~and ~~has~~not ~~about~~have ~~twenty~~to ~~(20)~~rely ~~customers~~on ~~for~~third ~~whom~~parties ~~performs~~to ~~freight~~deliver ~~forwarding~~our ~~services.~~products ~~However, roughly~~from ~~fifty~~the ~~percent~~supplier. ~~(50%)~~This ofhas ~~its~~resulted ~~revenues~~in ~~derive~~quicker ~~from~~delivery ~~freight~~and ~~forwarding~~more ~~for~~predictable ~~Sterling~~delivery ~~Seal~~times.

~~Integrity~~This ~~shares~~provides the Company with a ~~facility~~competitive ~~and~~advantage ~~certain~~over ~~overhead costs~~other ~~such~~importers of O-rings and seals as ~~information~~we ~~technology~~can ~~with~~utilize ~~Sterling~~our ~~Seal~~own freight company and consolidate our operations. As a result, sothe ~~both~~Company ~~entities~~is ~~have~~able ~~lower~~to ~~operational~~provide ~~costs~~lower ~~due~~prices to ~~economies~~its customers. This also provides us with a much greater level of ~~scale~~control over our shipping, which expedites lead times and deliveries to our customers.

~~ADDR~~Entering ~~Properties~~the freight forwarding market has provided the Company with a competitive advantage as compared with other importing distributors of rubber O-Rings. By having the ability to utilize our own freight company, ~~LLC~~we are able to consolidate shipments from various sources and ship as frequently as needed, which has resulted in improved efficiencies and delivery times.

~~ADDR~~Integrity isalso ~~one~~performs offreight ~~our~~forwarding ~~two~~services ~~subsidiaries~~for ~~that~~third ~~owns real~~party ~~property~~customers. ~~ADDR~~Integrity ~~owns~~currently ahas ~~28,000~~about ~~square~~twenty ~~foot~~(20) ~~facility~~customers infor ~~Neptune,~~whom NJperforms freight forwarding services. ~~Roughly~~However, ~~ninety~~roughly fifty percent (9050%) of ~~this property is used by Sterling Seal as~~ its ~~principal~~revenues ~~executive~~derive ~~office~~from ~~and~~freight ~~primary~~forwarding ~~warehouse. The Company does not pay rent to ADDR~~ for ~~the~~Sterling ~~use of this facility~~Seal.

Q5Integrity ~~Ventures~~shares a facility and certain overhead costs such as information technology with Sterling Seal, ~~LLC~~so both entities have lower operational costs due to economies of scale.

Q5ADDR ~~owns a 5~~Properties,~~000~~ ~~square foot facility in Apopka, Florida, which was used by Sterling Seal for its Florida operations~~LLC. ~~This facility was specifically built for Sterling Seal’s operations. Sterling Seal does not pay rent to Q5.~~

~~Competition~~ADDR owns a 28,000 square foot facility in Neptune, NJ. Roughly ninety percent (90%) of this property is used by Sterling Seal as its principal executive office and ~~Our~~primary ~~Competitive~~warehouse. ~~Strengths~~The Company does not pay rent to ADDR for the use of this facility.

~~Rubber~~Q5 ~~is the raw material that we are dependent on in our business. In order to compete in the US~~Ventures, ~~a supplier must import from China. This is due to the fact that manufacturing rubber is a labor intensive project and labor costs are significantly cheaper in China than they are in the United States.~~LLC

~~There~~Q5 isowned a ~~lot~~5,000 ofsquare ~~competition~~foot facility in ~~the~~Apopka, USFlorida, ~~for~~which ~~seals and~~was ~~products~~used ~~that~~by weSterling ~~distribute.~~Seal Infor ~~order~~its toFlorida ~~establish~~operations. ~~competitive~~This ~~prices,~~facility wewas ~~purchase~~specifically ~~large~~built ~~quantities~~for ofSterling ~~product~~Seal’s ~~at a time~~operations. ItSterling ~~would be~~Seal ~~too~~did ~~costly~~not ~~for~~pay ~~smaller~~rent ~~companies or our customers~~ to ~~circumvent~~Q5. usDuring ~~by buying directly from~~ the ~~supplier~~year ~~because~~ended ~~the~~December ~~prices~~31, ~~are~~2021, ~~much higher~~Q5 ~~for~~Ventures, ~~smaller~~LLC ~~orders.~~sold ~~Importation costs are also high and add to~~ the ~~overall cost of the product~~facility.

~~Business~~Competition ~~Strategy~~and Our Competitive Strengths

~~Our~~Rubber ~~core business~~ is the ~~importation~~raw ~~and~~material ~~distribution of o-rings, seals and other related products. An o-ring is a highly-engineered circular rubber based product~~ that ~~seals~~we ~~any~~are ~~liquid~~dependent ~~or gas~~on ~~and is used~~ in ~~the~~our ~~automotive,~~business. ~~electrical~~In ~~and~~order ~~industrial~~to ~~sectors.~~compete ~~O-rings come~~ in 7the ~~standard materials (Teflon~~US, ~~Viton,~~a ~~EPDM,~~supplier ~~silicone, Aflas,~~must ~~Nbr~~import ~~and~~from ~~urethane) and there are 380 standard sizes for each material~~China. ~~These~~This ~~are~~is ~~known~~due asto ~~“standard o-rings”. In 1980,~~ the ~~last~~fact ~~major~~that ~~U.S. manufacturer of standard o-rings ceased~~ manufacturing ~~domestically.~~rubber ~~Since that time, standard o-ring production has been dominated by Chinese manufacturers and the gasket and seal industry~~ is ~~currently~~ a ~~$63.2~~labor ~~billion~~intensive ~~industry.~~project ~~This~~and ~~has~~labor ~~created~~costs aare ~~highly fragmented~~significantly ~~market~~cheaper ~~with~~in ~~many~~China ~~small~~than ~~distributors~~they ~~throughout~~are in the United States ~~and Europe selling a highly commoditized product~~.

WeThere ~~currently~~is ~~have~~a anlot ~~estimated~~of ~~3,000~~competition ~~customers with~~in anthe ~~average~~US ~~order~~for ofseals ~~approximately~~and ~~$309~~products ~~per~~that ~~order~~we distribute. AsIn aorder ~~result~~to establish competitive prices, inwe ~~order~~purchase tolarge bequantities ~~able~~of toproduct ~~meet~~at ~~customer~~a ~~expectations,~~time. weIt ~~must~~would ~~carry~~be ~~a large~~too ~~inventory~~costly ~~(up~~for tosmaller ~~$3.8~~companies ~~million)~~or ~~compared~~our customers to ~~our~~circumvent ~~annual~~us ~~sales~~by ~~which~~buying directly from the supplier because the prices are ~~approximately~~much ~~$8.8~~higher ~~million.~~for Wesmaller ~~currently~~orders. ~~inventory~~Importation ~~approximately 14,000~~costs ~~different~~are ~~SKUs~~also inhigh ~~28,000~~and ~~square~~add ~~feet~~to inthe ~~our~~overall ~~warehouse~~cost inof ~~Neptune,~~the NJproduct.

6Business Strategy

~~This~~Our core business is athe ~~competitive~~importation ~~advantage~~and ~~for~~distribution usof ~~because we~~o-rings, ~~are~~seals and other related products. An o-ring is a ~~larger~~highly-engineered ~~company~~circular rubber based product that ~~has~~seals any liquid or gas and is used in the ~~cash~~automotive, electrical and ~~other~~industrial ~~resources~~sectors. ~~that~~O-rings ~~enables~~come usin to7 ~~hold~~standard ~~inventory~~materials at(Teflon, ~~our~~Viton, ~~warehouse.~~EPDM, ~~This~~silicone, ~~helps~~Aflas, usNbr ~~maintain a~~and ~~competitive~~urethane) ~~advantage~~and ~~because~~there ~~not~~are ~~only~~380 dostandard wesizes ~~have~~for ~~the~~each ~~ability~~material. ofThese ~~reducing~~are ~~our~~known ~~costs,~~as we“standard ~~can~~o-rings”. ~~also~~In ~~decrease~~1980, the ~~amount~~last major U.S. manufacturer of ~~time~~standard ito-rings ~~takes to~~ceased ~~deliver~~manufacturing ~~orders~~domestically. toSince ~~our~~that ~~customers~~time, ~~provided~~standard ~~that~~o-ring weproduction ~~have~~has been dominated by Chinese manufacturers and the ~~product~~gasket inand ~~our~~seal ~~warehouse.~~industry ~~Stockpiling~~is ~~inventory~~currently ~~also~~a ~~requires~~$63.2 ~~capital~~billion industry. ~~Currently, we~~This ~~have~~has ~~over~~created ~~two~~a ~~million~~highly ~~dollars~~fragmented inmarket ~~inventory~~with tomany ~~service~~small ~~our~~distributors ~~current~~throughout ~~customers’~~the ~~demands~~United States and Europe selling a highly commoditized product.

~~For~~We ~~some~~currently ofhave ~~our customers, there is a cost incurred as a result of switching from Sterling Seal as a supplier. Because Sterling Seal is~~ an ~~approved~~estimated ~~supplier for many of our industrial and commercial customers~~3,000 ~~while other suppliers may not be approved, our~~ customers ~~could~~with ~~face~~an ~~increased~~average ~~costs~~order ~~as a result~~ of ~~switching~~approximately ~~to another~~$309 ~~supplier's~~per ~~product~~order. ~~For~~As ~~certain~~a ~~customers~~result, in order to ~~switch~~be ~~from~~able anto ~~approved~~meet ~~supplier~~customer expectations, ~~the~~we ~~product~~ must becarry ~~tested~~a ~~and~~large ~~approved. In~~inventory ~~the~~(up ~~automotive~~to ~~industry~~$3.8 ~~the~~million) ~~factories~~compared ~~have~~ to beour ~~audited~~annual ~~and~~sales ~~approved~~which inare ~~addition~~approximately to$8.8 ~~the~~million. ~~distributor~~We ~~and~~currently ~~their~~inventory ~~products.~~approximately ~~Because~~14,000 ~~of the~~different ~~potential~~SKUs ~~for~~in ~~increasing costs~~28,000 ~~our~~square ~~current~~feet ~~customers~~in ~~are~~our ~~unlikely~~warehouse toin ~~abandon~~Neptune, usNJ.

In addition, many of our customers place small orders throughout the year. It takes a long time to build the business to cover overhead costs. For this reason, it is difficult for a supplier to enter into our industry. Most of Sterling Seal’s accounts are repeat customers with consistent demands for O-rings and custom-molded rubber.5

~~Once~~Table ~~we have the product in our warehouse, either if it is already in inventory or if we just received the shipment~~ of the product from China, the Company is able to cost-effectively distribute products to local markets across the United States within two (2) business days because we have established multiple distribution factories over the course of our years of operating. This helps to expedite deliveries and reduce costs. This also gives us an advantage over our competitors. In addition, the vertical integration of our freight forwarding business, Integrity, with our primary operations through Sterling Seal helps us deliver products more cost-effectively.Contents

WeThis ~~currently~~is ~~have~~a ~~relationships~~competitive ~~with~~advantage ~~domestic~~ for us because we are a larger company that has the cash and ~~international~~other ~~distributors~~resources that enables us to hold inventory at our warehouse. ~~The~~This ~~Company~~helps ~~intends~~us maintain a competitive advantage because not only do we have the ability of reducing our costs, we can also decrease the amount of time it takes to ~~increase~~deliver ~~sales~~orders ~~through~~to ~~acquisitions~~our ~~and~~customers, ~~investing~~provided that we have the product in ~~complementary~~our ~~corporations~~warehouse. Stockpiling inventory also requires capital. Currently, we have over two million dollars in inventory to service our current customers’ demands.

~~Blockchain~~For some of our customers, there is a cost incurred as a result of switching from Sterling Seal as a supplier. Because Sterling Seal is an approved supplier for many of our industrial and commercial customers, while other suppliers may not be approved, our customers could face increased costs as a result of switching to another supplier’s product. For certain customers, in order to switch from an approved supplier, the product must be tested and approved. In the automotive industry the factories have to be audited and approved in addition to the distributor and their products. Because of the potential for increasing costs, our current customers are unlikely to abandon us.

~~Our~~In ~~latest~~addition, ~~strategy~~many isof toour ~~utilize~~customers ~~the~~place ~~Blockchain to~~small ~~build~~orders ~~out~~throughout the ~~first~~year. ~~Decentralized~~It ~~International~~takes ~~Marketplace~~a ~~for~~long ~~O-rings~~time ~~called~~to ~~“DiMO”.~~build ~~The~~the ~~buildout~~business ~~is planned~~ to becover ~~done through~~overhead ~~use~~costs. ofFor athis ~~proprietary internally developed cryptocurrency~~reason,” ~~(also~~it ~~called~~is ~~“DiMO”)~~difficult ~~using~~for ~~the~~a ~~ERC20~~supplier ~~token~~to ~~protocol over~~enter ~~the~~into ~~Ethereum~~our ~~platform~~industry. AMost ~~more detailed description~~ of ~~this~~Sterling ~~strategy can be found in the Company~~Seal’s ~~Regulation~~accounts Aare ~~Offering~~repeat ~~Circular filed~~customers with ~~the~~consistent ~~SEC~~demands onfor ~~February 14,~~O-rings ~~2018~~and custom-molded rubber.

~~Seasonality~~Once we have the product in our warehouse, either if it is already in inventory or if we just received the shipment of the product from China, the Company is able to cost-effectively distribute products to local markets across the United States within two (2) business days because we have established multiple distribution factories over the course of our years of operating. This helps to expedite deliveries and ~~Cyclical~~reduce ~~Nature~~costs. This also gives us an advantage over our competitors. In addition, the vertical integration of ~~Business~~our freight forwarding business, Integrity, with our primary operations through Sterling Seal helps us deliver products more cost-effectively.

We docurrently ~~not~~have ~~experience~~relationships ~~much~~with ~~seasonality~~domestic orand ~~cyclical nature~~international ~~to our business~~distributors. ~~Our~~The ~~sales~~Company ~~are~~intends ~~consistent from month~~ to ~~month. However, we do experience a slight~~ increase ~~in volume at the beginning of the year because most of our customers have a budget and cash available to purchase products for the entire year. Also, during the summer months our~~ sales ~~are~~through aacquisitions ~~little slower due to factory shutdowns~~ and ~~increased~~investing ~~vacations~~in bycomplementary ~~purchasing agents~~corporations.

~~Patents, Trademarks, and Licenses~~Blockchain

WeOur ~~have~~latest nostrategy ~~current~~is ~~plans~~to utilize the Blockchain to build out the first Decentralized International Marketplace for ~~any~~O-rings ~~registrations such~~called as“DiMO”. ~~patents,~~The ~~trademarks,~~buildout ~~copyrights,~~is ~~franchises,~~planned ~~concessions~~to be done through use of a proprietary internally developed cryptocurrency,” ~~royalty~~(also ~~agreements~~called or“DiMO”) ~~labor~~using ~~contracts~~the ERC20 token protocol over the Ethereum platform. WeThe ~~will~~Company ~~assess~~is also currently evaluating the ~~need~~feasibility ~~for~~of ~~any copyright,~~developing ~~trademark~~DiMO orusing ~~patent~~Ether ~~applications~~as onthe anpayment ~~ongoing~~method ~~basis~~instead of its own cryptocurrency. A more detailed description of the original DiMO strategy can be found in the Company’s Regulation A Offering Circular filed with the SEC on February 14, 2018.

~~Research~~Seasonality and ~~Development~~Cyclical ~~Activities~~Nature ~~and~~of ~~Costs~~Business

We do not experience much seasonality or cyclical nature to our business. Our sales are aconsistent ~~supplier~~from ~~and~~month ~~distributor~~to ofmonth. ~~products and~~However, ~~therefore,~~we do ~~not~~experience ~~incur~~a ~~any~~slight ~~research~~increase ~~and~~in ~~development~~volume ~~and~~at the beginning of the year because most of our customers have noa ~~plans~~budget and cash available to ~~undertake~~purchase ~~any~~products ~~research~~for ~~and~~the ~~development~~entire ~~activities~~year. Also, during the ~~next~~summer ~~year~~months ofour ~~operations~~sales are a slightly slower due to factory shutdowns and increased vacations by purchasing agents.

7Patents, Trademarks, and Licenses

~~Government~~We ~~Regulation~~have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

WeResearch ~~are~~and ~~not~~Development ~~aware~~Activities ofand the need for any governmental approvals of our products. Since we utilize contract manufacturers, regulations will be the responsibility of the contract manufacturers. Before entering into any manufacturing contract we determine that the manufacturer has met all government requirements.Costs

~~Environmental~~We ~~Laws~~are ~~(federal~~a supplier and distributor of products and, ~~state~~therefore, do not incur any research and ~~local)~~development costs in our core business. Any R&D costs incurred will be related to the DiMO project.

WeGovernment ~~do not believe that we will be subject to any environmental laws either state or federal. Any laws concerning manufacturing and shipping will be the responsibility of the contract manufacturer.~~Regulation

~~Marketing~~We are not aware of the need for any governmental approvals of our products. Since we utilize contract manufacturers, regulations will be the responsibility of the contract manufacturers. Before entering into any manufacturing contract we determine that the manufacturer has met all government requirements.

We currently have relationships with several companies located in the United States and overseas. The Company markets its products primarily through word of mouth and referrals from its customers. We attend several trade shows during the course of the year specifically to market our products. We routinely attend the SEMA show in Las Vegas, NV which is one of the largest supplier shows of its kind for the automotive market. In addition, we supply distributors and end users with the product necessary for steering wheels and transmissions kits. Our largest customer is Freudenberg who sells replacements kits to John Deere and Harley Davidson, amongst many other companies. Other automotive customers are Precision International and Sonnax Transmissions.6

~~Another~~Table ~~trade show is the Atlantic City Pool and Spa show. We stock a variety~~ of rubber seals to service the pool filter and pump manufacturers. We also distribute our products to many resellers of replacement parts and pool stores. Bay State Pool and Horizon Pool and Spa are two of our larger accounts in the pool industry.Contents

AEnvironmental ~~large~~Laws ~~portion of our customer base services the plumbing and industrial industries. These accounts include~~(federal, ~~Fastenal,~~state ~~Kaman Industrial~~ and ~~Eastern Industrial. They are localized to service a wide range of products, but they purchase O-Rings and rubber seals from Sterling Seal.~~local)

~~The~~We ~~marketing~~do ~~for~~not ~~ADDR~~believe ~~and~~that ~~Q5,~~we ~~specifically~~will ~~the location~~be ofsubject ~~tenants,~~to isany ~~through~~environmental ~~real~~laws ~~estate~~either ~~agents. The~~state ~~current~~or ~~agent~~federal. Any oflaws ~~record~~concerning ~~for~~manufacturing ~~both~~and ~~companies~~shipping iswill ~~Sheldon~~be ~~Gross~~the ~~Realty,~~responsibility 80of ~~Main Street,~~the ~~West~~contract ~~Orange, New Jersey~~manufacturer.

~~Integrity markets through direct sales and referrals only.~~Marketing

~~Employees~~We currently have relationships with several companies located in the United States and overseas. The Company markets its products primarily through word of mouth and referrals from its customers. We attend several trade shows during the course of the year specifically to market our products. We routinely attend the SEMA show in Las Vegas, NV which is one of the largest supplier shows of its kind for the automotive market. In addition, we supply distributors and end users with the product necessary for steering wheels and transmissions kits. Our largest customer is Freudenberg who sells replacements kits to John Deere and Harley Davidson, amongst many other companies. Other automotive customers are Precision International and Sonnax Transmissions.

AsAnother trade show is the Atlantic City Pool and Spa show. We stock a variety of ~~September~~rubber ~~24,~~seals ~~2021~~to weservice ~~have~~the 26pool ~~full~~filter ~~time employees~~and pump manufacturers. ~~Our~~We ~~employees~~also ~~consist~~distribute our products to many resellers of: ~~(i) salespersons;~~replacement ~~(ii) management~~parts and ~~administrative;~~pool stores. Bay State Pool and ~~(iii) warehouse~~Horizon Pool and ~~shipping operators~~Spa are two of our larger accounts in the pool industry.

~~Item~~A 1Alarge portion of our customer base services the plumbing and industrial industries. ~~Risk~~These ~~Factors~~accounts include, Fastenal, Kaman Industrial and Eastern Industrial. They are localized to service a wide range of products, but they purchase O-Rings and rubber seals from Sterling Seal.

~~Not~~The ~~applicable~~marketing ~~because~~for weADDR ~~are~~and aQ5, ~~smaller~~specifically ~~reporting~~the ~~company~~location of tenants, is through real estate agents. The current agent of record for both companies is Sheldon Gross Realty, 80 Main Street, West Orange, New Jersey.

~~Item~~Integrity ~~1B.~~markets ~~Unresolved~~through ~~Staff~~direct ~~Comments~~sales and referrals only.

~~Not applicable because we are a smaller reporting company.~~Employees

8As of July 15, 2022 we have 23 full time employees. Our employees consist of: (i) salespersons; (ii) management and administrative; and (iii) warehouse and shipping operators.

~~Item 2. Properties.~~

~~Our~~Item ~~principal executive office is located at 1105 Green Grove Road, Neptune, New Jersey 07753, and our telephone number is (732) 918-8004~~1A. ~~This~~Risk ~~facility is owned by our subsidiary, ADDR, and also serves as the principal executive office for each of our other subsidiaries~~Factors. ~~The Company does not pay rent to ADDR for the use of this facility.~~

WeNot ~~have~~applicable ~~sales~~because ~~offices at 34 North Liberty Street, in West Alexander, PA and 1200 A Corporation Drive, High Point, NC where~~ we ~~rent~~are ~~commercial space on~~ a ~~month-to-month~~smaller ~~basis~~reporting company.

In addition, we have a sales office located at 48 High Street, Norwell, Massachusetts 02061. This is a home office owned by 2 of our employees. We do not have a lease agreement or pay rent for them to use this as a home office.

Item 31B. ~~Legal~~Unresolved ~~Proceedings~~Staff Comments.

~~From~~Not ~~time~~applicable tobecause ~~time,~~ we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Currently we are ~~not~~a ~~involved in~~smaller ~~any~~reporting ~~litigation~~company.

~~Item 4. Mine Safety Disclosures.~~

~~Not~~Item ~~applicable~~2. Properties.

~~PART II~~Our principal executive office is located at 1105 Green Grove Road, Neptune, New Jersey 07753, and our telephone number is (732) 918-8004. This facility is owned by our subsidiary, ADDR, and also serves as the principal executive office for each of our other subsidiaries. The Company does not pay rent to ADDR for the use of this facility.

~~Item~~We 5.have ~~Market~~sales ~~for~~offices ~~Registrant’s~~at ~~Common~~34 ~~Equity~~North Liberty Street, ~~Related~~in ~~Stockholder~~West ~~Matters~~Alexander, PA and ~~Issuer~~1200 ~~Purchases~~A ofCorporation ~~Equity~~Drive, ~~Securities~~High Point, NC where we rent commercial space on a month-to-month basis.

~~Market~~In ~~Information~~addition, we have a sales office located at 48 High Street, Norwell, Massachusetts 02061. This is a home office owned by 2 of our employees. We do not have a lease agreement or pay rent for them to use this as a home office.

Our common stock trades on the OTC Pink under the symbol “STCC”. The OTC Pink is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities.

~~Approximate Number of Equity Security Holders~~7

AsTable of September 24, 2021, 2020, there were approximately 57 stockholders of record. Because shares of our common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.Contents

~~Dividends~~Item 3. Legal Proceedings.

~~Holders~~From oftime ~~our~~to ~~common~~time, ~~stock~~we ~~are~~may ~~entitled~~become toinvolved ~~receive dividends~~in ~~if,~~various aslawsuits and ~~when~~legal ~~declared~~proceedings, bywhich ~~the~~arise, ~~Board~~in ~~of Directors (~~the ~~“Board”)~~ordinary ~~out~~course of ~~funds legally available~~business. WeHowever, ~~have~~litigation ~~never~~is ~~declared or~~subject ~~paid~~to ~~any~~inherent ~~dividends~~uncertainties, onand ~~our~~an ~~common~~adverse ~~stock.~~result Wein ~~intend~~these toor ~~retain~~other ~~any~~matters ~~future~~may ~~earnings~~arise ~~for~~from ~~use~~time into ~~the~~time ~~operation~~that ~~and~~may ~~expansion~~harm of our business. ~~Consequently,~~ Currently we doare not ~~anticipate~~involved ~~paying~~in any ~~cash dividends on our common stock to our stockholders for the foreseeable future~~litigation.

On February 14, 2018, the Company declared a property dividend in the form of its own internally developed cryptocurrency called “DiMO”. The dividend was payable on December 13, 2019 but due to certain difficulties with the technology and developing a cost-effective way to distribute the cryptocurrency, the dividend has not yet been distributed. The dividend called for 950 DiMO (the Company’s internally developed Ethereum based cryptocurrency, currently on the Rinkeby test network) to be distributed for each share of Sterling common stock held as of the November 22, 2019 Record Date. Management has not re-set a new distribution date for the dividend.

~~Securities~~Item ~~Authorized~~4. ~~for~~Mine ~~Issuance~~Safety ~~under Equity Compensation Plans~~Disclosures.

WeNot ~~do not have in effect any compensation plans under which our equity securities are authorized for issuance~~applicable.

~~Item 6. Selected Financial Data.~~PART II

~~Not~~Item ~~applicable~~5. ~~because~~Market wefor ~~are~~Registrant’s aCommon ~~smaller~~Equity, ~~reporting~~Related ~~company~~Stockholder Matters and Issuer Purchases of Equity Securities.

~~Item~~Market ~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~Information

~~The~~Our ~~information~~common ~~and~~stock ~~financial~~trades ~~data~~on ~~discussed below is derived from~~ the ~~audited~~OTC ~~financial~~Pink ~~statements~~under of the ~~Company~~symbol ~~for its fiscal year ended December 31, 2020~~“STCC”. ~~The audited~~ ~~financial statements were prepared and presented in accordance with generally accepted accounting principles in the United States.~~ The ~~information~~OTC ~~and~~Pink ~~financial data discussed below~~ is ~~only~~ a ~~summary~~quotation ~~and~~service ~~should~~that bedisplays ~~read in conjunction with the historical financial statements and related notes contained elsewhere in this 10~~real-K.time ~~The~~quotes, ~~financial statements contained elsewhere in this 10~~last-Ksale ~~fully represent the Company’s financial condition and operations; however~~prices, ~~they are not indicative of the Company’s future performance. Although management believes that the assumptions made~~ and ~~expectations~~volume ~~reflected~~information in over-the ~~forward~~-~~looking~~counter ~~statements~~equity ~~are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this 10-K~~securities.

~~Overview~~Approximate Number of Equity Security Holders

WeAs of July 15, 2022, there were ~~incorporated~~approximately in56 ~~the~~stockholders ~~State~~of record. Because shares of ~~Nevada~~our ~~as Oceanview~~common ~~Acquisition~~stock ~~Corp.~~are onheld ~~January 31~~by depositaries, ~~2011.~~brokers Onand ~~May 18,~~other ~~2012~~nominees, wethe ~~amended~~number ~~our~~of ~~Articles~~beneficial holders of ~~Incorporation~~our toshares ~~change~~is ~~our~~substantially ~~name to~~larger ~~Sterling~~than ~~Consolidated~~the ~~Corp~~number of stockholders of record.

Our largest subsidiary is Sterling Seal, a New Jersey corporation which was incorporated in 1997. Its predecessor was Sterling Plastic & Rubber Products, Inc., incorporated in New Jersey and was founded in 1970. Sterling Seal engages primarily in the distribution and sale of O-rings, rubber seals, oil seals, custom molded rubber parts, custom Teflon parts, Teflon rods, O-ring cord, bonded seals, O-ring kits, and stuffing box sealant.Dividends

WeHolders ~~also~~of ~~own~~our ~~real~~common ~~property~~stock ~~through~~are ~~our~~entitled ~~subsidiaries ADDR~~to receive dividends if, as and Q5when declared by the Board of Directors (the “Board”) out of funds legally available. ~~ADDR~~We ~~owns~~have anever ~~28,000~~declared ~~square~~or ~~foot~~paid ~~facility~~any individends ~~Neptune,~~on ~~New~~our ~~Jersey,~~common ~~that~~stock. isWe ~~primarily~~intend ~~used~~to byretain ~~Sterling~~any ~~Seal~~future earnings for ~~its~~use ~~operations. Q5~~in ~~owns~~the aoperation 5and expansion of our business. Consequently,~~000~~ ~~square~~we ~~foot~~do ~~facility~~not ~~that~~anticipate ispaying ~~used~~any bycash ~~Sterling~~dividends ~~Seal~~on inour ~~Florida~~common stock to our stockholders for the foreseeable future.

InOn ~~addition~~February 14, ~~our~~2018, ~~subsidiary~~the ~~Integrity~~Company isdeclared a ~~freight forwarding~~property ~~business~~dividend in the form of its own internally developed cryptocurrency called “DiMO”. ~~Integrity~~The ~~shares~~dividend awas ~~facility~~payable on December 13, 2019 but due to certain difficulties with ~~Sterling~~the ~~Seal~~technology and ~~manages~~developing a cost-effective way to distribute the ~~importation~~cryptocurrency, ofthe ~~Sterling~~dividend ~~Seal~~has not yet been distributed. The dividend called for 950 DiMO (the Company’s ~~products~~internally ~~and exports~~developed ~~products~~Ethereum based cryptocurrency, currently on ~~behalf~~the Rinkeby test network) to be distributed for each share of Sterling ~~Seal~~common tostock ~~various~~held ~~countries~~as of the November 22, 2019 Record Date. Management has not re-set a new distribution date for the dividend.

~~Results~~Securities ofAuthorized ~~Operations~~for Issuance under Equity Compensation Plans

~~Comparison~~We ofdo ~~the~~not ~~year~~have ~~ended~~in ~~December 31, 2020~~effect ~~and~~any ~~2019~~compensation plans under which our equity securities are authorized for issuance.

~~Revenues~~

~~For~~Item ~~the years ended December 31, 2020 and 2019 we generated revenues of $8,814,102 and $9,598,637, respectively~~6. ~~This~~Selected ~~represents~~Financial ~~a decrease of $784,535 or 8~~Data.~~2%. This decrease is primarily attributed to effects of the COVID 19 pandemic. The Company does not expect this trend to continue.~~

10Not applicable because we are a smaller reporting company.

~~Total Cost of Sales~~

~~For~~Item ~~the years ended December~~7. ~~31,~~Management’s ~~2020~~Discussion and ~~2019~~ ~~our~~Analysis ~~overall cost~~ of ~~sales~~Financial ~~was~~Condition ~~$6,779,406~~ and ~~$7,363,801,~~Results ~~respectively. This represents an decrease~~ of ~~$584,395 or 7~~Operations.~~9%. This decrease is primarily explained by a commensurate decrease in sales.~~

~~Gross~~The ~~profit~~information and financial data discussed below is derived from the audited financial statements of the Company for its fiscal year ended December 31, 2021. The audited financial statements were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes contained elsewhere in this 10-K. The financial statements contained elsewhere in this 10-K fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future performance. Although management believes that the assumptions made and expectations reflected in the forward-

For the years ended December 31, 2020 and 2019 our gross profit was $2,034,696 and $2,334,836, respectively. This represents a decrease of $200,140 or 9.0%. This decrease can be attributed to a commensurate decrease in Sales and Cost of Sales.8

~~Operating~~Table ~~Expenses~~of Contents

~~For~~looking ~~the~~statements ~~years~~are ~~ended December 31~~reasonable, ~~2020~~there ~~and 2019~~is weno ~~incurred~~assurance ~~operating~~that ~~expenses~~the ofunderlying ~~$1,896,073~~assumptions ~~and $1~~will,~~802,453,~~ ~~respectively.~~in ~~This represents an increase of $93~~fact,~~620~~ orprove ~~5.2%. This increase is explained by an increase of $162,554 in sales and marketing expenses related~~ to ~~increased~~be ~~sales~~correct ~~and~~or ~~marketing~~that ~~headcount;~~actual ~~offset~~results ~~by a~~will ~~decrease~~not inbe ~~general~~different ~~and~~from ~~administrative~~expectations ~~costs~~expressed ~~of $42,934 due to reduced headcount; and a decrease~~ in ~~R&D~~this ~~of $26,000 due to reduced activity on the Company’s Blockchain endeavor during the COVID~~10-~~19 pandemic~~K.

~~Other Income/(expense)~~Overview

~~For~~We ~~the~~were ~~years~~incorporated ~~ended~~in ~~December 31,~~the ~~2020~~State ~~and 2019~~of ~~the~~Nevada ~~Company~~as ~~realized~~Oceanview ~~other~~Acquisition ~~expense~~Corp. ofon ~~($160~~January 31,~~963)~~ ~~and ($216,747), respectively~~2011. ~~This~~On ~~represents~~May 18, ~~an increase of $55~~2012,~~784~~ orwe ~~25.7%.~~amended ~~This increase~~our isArticles ~~primarily~~of ~~attributed~~Incorporation to ~~decreased~~change ~~interest~~our ~~expense~~name ~~due~~to ~~reduction~~Sterling ofConsolidated ~~the Company’s asset-based line of credit~~Corp.

~~Net~~Our ~~Income/(Loss)~~largest subsidiary is Sterling Seal, a New Jersey corporation which was incorporated in 1997. Its predecessor was Sterling Plastic & Rubber Products, Inc., incorporated in New Jersey and was founded in 1970. Sterling Seal engages primarily in the distribution and sale of O-rings, rubber seals, oil seals, custom molded rubber parts, custom Teflon parts, Teflon rods, O-ring cord, bonded seals, O-ring kits, and stuffing box sealant.

AsWe aalso ~~result~~own ofreal ~~the~~property ~~above~~through ~~factors,~~ our ~~net~~subsidiaries ~~loss was~~ADDR ~~($75,279)~~and ~~for~~Q5. ~~the~~ADDR ~~year~~owns ~~ended~~a ~~December 31~~28,000 ~~2020,~~square asfoot ~~compared~~facility toin ~~a net income of $212~~Neptune,~~180~~ ~~for~~New ~~the year ended December 31~~Jersey, ~~2019.~~ ~~This~~that is primarily ~~explained~~used by ~~the~~Sterling ~~decrease~~Seal infor ~~sales~~its ~~during~~operations. ~~the~~Q5 ~~COVID-19~~formerly ~~pandemic~~owned ~~reducing~~a ~~gross profit~~5,000 ~~whereby~~square ~~the~~foot ~~Company’s fixed~~facility ~~costs~~that ~~remained~~was ~~relatively~~used ~~static~~by ~~during~~Sterling ~~this~~Seal ~~time~~in ~~period~~Florida.

~~Liquidity~~In addition, our subsidiary Integrity is a freight forwarding business. Integrity shares a facility with Sterling Seal and ~~Capital~~manages ~~Resources~~the importation of Sterling Seal’s products and exports products on behalf of Sterling Seal to various countries.

~~Cash~~Results ~~requirements~~of for, but not limited to, working capital, capital expenditures, and debt repayments have been funded from cash balances on hand, revolver borrowings, loans from officers, notes payable and cash generated from operations.Operations

AtComparison ~~December 31, 2020, we had cash and cash equivalents~~ of ~~$171,818~~the asyear ~~compared~~ended ~~to $106,348 as of~~ December 31, ~~2019,~~2021 ~~representing an increase of $65,470. This increase can be explained by net cash used in operating activities of $317,889; net cash used in investing activities of $0;~~ and ~~net cash used by financing activities of $252,419. At December 31,~~ 2020 ~~and 2019, our working capital was approximately $2,160,928 and $2,309,672 respectively.~~

The cash flows from operating activities increased from net cash used in $85,962 for the year ended December 31, 2019 to net cash provided of $317,889 for the year ended December 31, 2020. This increase of $403,851 is primarily attributed to increased collections of accounts receivable coupled with reduction of existing inventory.Revenues

11For the years ended December 31, 2021 and 2020 we generated revenues of $10,444,631 and $8,814,102, respectively. This represents an increase of $1,630,529 or 18.5%. This increase is primarily attributed to effects of the COVID 19 pandemic on the 2020 results and the Company’s resultant recovery to pre-pandemic activity levels.

~~The~~Total ~~cash~~Cost ~~flows from investing activities reflects a decrease~~ of capital spending from net cash used of $380,000 for the year ended December 31, 2019 to net cash used of $0 for the year ended December 31, 2020. This increase can be explained by the 2019 acquisition of F&S Distributors, Inc..Sales

~~The~~For ~~cash flow from financing activities decreased from net cash provided by of $540,276 for~~ the ~~year~~years ended December 31, ~~2019~~2021 toand ~~net cash used of $252,419 for the year ended December 31,~~ 2020. ~~This~~our ~~decrease~~overall iscost ~~primarily~~of ~~attributed~~sales towas ~~the fact that the Company obtained a mortgage on its Neptune~~$7,706,944 NJand ~~headquarters in the 4th quarter of 2019~~$6,779,406, ~~offset~~respectively. byThis arepresents ~~pay~~an ~~down~~increase of $~~444~~927,~~612~~538 onor ~~its~~13.68%. ~~related~~This ~~party~~increase ~~note~~is ~~and~~primarily ~~$147,473~~explained onby ~~its~~an ~~asset-based~~increase ~~line~~in ofsales ~~credit~~0f 18.5% ~~This was further~~ offset by ~~CARES~~rising ~~Act~~costs ~~financing obtained in the amount~~ of ~~$476,100~~rubber.

~~Bank~~Gross ~~Loans~~profit

InFor the ~~4th~~years ~~quarter~~ended ~~2019~~December 31, ~~the~~2021 ~~Company obtained~~and a2020 ~~mortgage~~our ~~with~~gross aprofit ~~New~~was ~~Jersey~~$2,737,687 ~~commercial~~and ~~bank~~$2,034,696, respectively. ~~The~~This ~~mortgage~~represents ~~was~~a ~~for~~increase of $1702,~~650,000~~991 ~~and~~or ~~carries~~34.55%. aThis ~~fixed~~increase ~~interest~~can ~~rate~~be attributed to an increase in Sales of 518.005% ~~amortized over~~and 25a ~~years~~lesser ~~with~~increase ain ~~re-financing~~cost ~~required~~of ~~after~~sales 5related ~~years~~to increased sales in its, higher margin, online sales business line.

~~The~~Operating Company currently also utilizes an asset-based line of credit from a New York-based asset-based lender. The Company was authorized for a line of $2,500,000 and currently pays 7% per annum in interest. As of December 31, 2020 the Company had a balance of $896,913 outstanding on the asset-based line.Expenses

~~Critical~~For ~~Accounting~~the ~~Policies~~years ended December 31, 2021 and 2020 we incurred operating expenses of $2,176,690 and $1,896,073, respectively. This represents an increase of $280,617 or 14.8%. This increase is explained by an increase of $306,652 in general and administrative expenses related to increases in professional fees, commissions and fees and auto expenses; offset by a decrease in sales and marketing costs of $26,035.

~~Use~~Other ~~of Estimates~~Income/(expense)

~~The~~For ~~preparation of consolidated financial statements in accounting principles generally accepted in~~ the ~~United~~years ~~States~~ended ofDecember ~~America~~31, ~~requires~~2021 ~~management to make estimates~~ and ~~assumptions~~2020 ~~that affect~~ the ~~reported~~Company ~~amounts~~realized ofother ~~assets~~income ~~and~~(expense) ~~liabilities and disclosure~~ of ~~contingent~~$419,013 ~~assets~~ and ~~liabilities~~($160,963), atrespectively. ~~the~~This ~~date~~represents ofan ~~the~~increase ~~financial statements and the reported amounts~~ of ~~revenues~~$579,976 ~~and~~or ~~expenses during the reporting period~~360. A32%. ~~change~~This inincrease ~~management’s~~is ~~estimates or~~primarily ~~assumptions~~attributed ~~could~~to ~~have~~ a ~~material~~$225,330 ~~impact~~gain on sale of the Company’s ~~financial~~Florida ~~condition~~property and ~~results~~a of$326,100 ~~operations~~gain ~~during~~on ~~the~~PPP ~~period~~loan ~~in which~~forgiveness ~~such~~slightly ~~changes~~offset ~~occurred.~~by ~~Significant~~decreased ~~estimates~~interest ~~include~~expense ~~the~~of ~~estimated~~$18,546 ~~depreciable~~due ~~lives~~to elimination of ~~fixed~~the ~~assets,~~Company’s ~~inventory~~asset-based ~~reserves~~line ~~and~~of ~~allowance for doubtful accounts~~credit.

Actual results could differ from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.9

~~Cash~~Table ~~and~~of ~~Cash Equivalents~~Contents

~~For~~Net purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At times, balances in a single bank account may exceed federally insured limits.Income/(Loss)

~~Accounts~~As ~~Receivable~~a result of the above factors, our net income was $807,851 for the year ended December 31, 2021, as compared to a net loss of ($75,279) for the year ended December 31, 2020

~~Accounts~~Liquidity receivable, if any, are carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will be based on management's assessment of the collectability of specific customer accounts and ~~the~~Capital aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.Resources

12Cash requirements for, but not limited to, working capital, capital expenditures, and debt repayments have been funded from cash balances on hand, revolver borrowings, loans from officers, notes payable and cash generated from operations.

~~Property~~At December 31, ~~Plant~~2021, we had cash and ~~Equipment~~cash equivalents of $569,281 as compared to $171,818 as of December 31, 2020, representing an increase of $397,463. This increase can be explained by net cash provided by operating activities of $202,150; net cash provided by investing activities of $712,500; offset by net cash used in financing activities of $517,187. At December 31, 2021 and 2020, our working capital was approximately $3,602,212 and $2,160,928 respectively.

~~Property~~The cash flows from operating activities decreased from net cash provided by $317,889 for the year ended December 31, 2020 to net cash provided of $202,150 for the year ended December 31, 2021. This decrease of $115,739 is primarily attributed to increased net income offset by higher accounts receivable and ~~Equipment~~an increase in inventory purchases coupled with a paydown of accounts payable.

~~Property~~The ~~and~~cash ~~equipment~~flows ~~are~~from ~~carried~~investing atactivities ~~historical cost~~reflects ofa ~~construction~~zero orbalance ~~purchase.~~in ~~Expenditures~~net ~~for~~cash ~~maintenance~~used ~~and~~of ~~repairs~~$0 ~~are~~for ~~charged to operations as incurred. Renewals and betterments that materially extend~~ the ~~life~~year ofended ~~the~~December ~~assets~~31, ~~are~~2020 ~~capitalized.~~compared ~~Leasehold~~to ~~improvements~~net ~~are~~cash ~~amortized~~provided ~~over~~by ~~the lesser~~ of ~~the~~$712,500 ~~base~~for ~~term of~~ the ~~lease~~year orended ~~estimated~~December ~~life~~31, ~~of the leasehold improvements~~2021. ~~When~~ ~~assets~~This ~~are~~increase ~~retired~~can orbe ~~otherwise~~explained ~~disposed~~by ~~of,~~ the ~~cost~~2021 ~~and~~disposition ~~related accumulated~~of ~~depreciation are removed from~~ the ~~accounts, and any resulting gain or loss is reflected in income for the period. The~~ Company ~~allocates~~’s ~~50%~~Florida ~~of its depreciation and amortization expenses to cost of sales~~property.

~~Depreciation~~The iscash ~~computed~~flow ~~for~~from ~~consolidated~~financing ~~financial statement~~activities ~~purposes~~decreased onfrom anet ~~straight-line~~cash ~~basis~~used ~~over~~in ~~estimated~~of ~~useful~~$252,419 ~~lives~~for the year ended December 31, 2020 to net cash used of $517,187 for the ~~related~~year ~~assets~~ended December 31, 2021. ~~The~~This ~~estimated~~decrease ~~useful~~is ~~lives~~primarily attributed to the fact that the Company paid down its previous asset based line of ~~depreciable assets~~credit ~~are:~~to zero in 2021.

Classification		Estimated Useful Lives
Building and leasehold improvements		10 – 40 years
Machinery and equipment		5 – 10 years
Furniture and fixtures		5 – 10 years
Vehicles		10 years
Software		3 years

Bank Loans

~~Inventories~~In the 4th quarter 2019, the Company obtained a mortgage with a New Jersey commercial bank. The mortgage was for $1,650,000 and carries a fixed interest rate of 5.00% amortized over 25 years with a re-financing required after 5 years.

~~Inventories,~~In ~~which~~2021 ~~are~~the ~~comprised~~Company ofutilized ~~finished~~an ~~goods, are~~asset-based ~~stated~~line ~~at the lower~~ of ~~cost~~credit orfrom ~~market~~a ~~using~~New ~~the~~York-based ~~average~~asset-based ~~cost method~~lender. ~~Cost does not include shipping and handling fees, which are charged directly to income.~~ The Company ~~provides~~was authorized for ~~estimated~~a ~~losses~~line ~~from obsolete or slow-moving inventories, which is approximately 4%~~ of ~~the total inventory~~$2,500,000 and ~~writes~~currently ~~down~~paid ~~the~~7% ~~cost~~per ofannum ~~inventory~~in ~~at the time such determinations are made~~interest. ~~Reserves~~As ~~are~~of ~~estimated~~December ~~based upon inventory on hand~~31, ~~historical~~2021 ~~sales activity, industry trends,~~ the ~~business~~Company ~~environment,~~had ~~and~~fully retired the ~~expected net realizable value~~line. ~~The net realizable value is determined based upon current awareness of market prices.~~

~~Revenue~~In ~~Recognition~~December of 2021, the Company established a traditional line of credit with a commercial bank at a market rate of interest. As of December 31, 2021 there was $401,053 drawn on the line.

~~The~~Critical ~~Company~~Accounting recognizes revenue based on Account Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). In the case of Sterling, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, shipment of the product has occurred, price is fixed or determinable and collectability of the resulting receivable is reasonably assured. For provision of third-party freight services provided by Integrity, revenue is recognized on a gross basis in accordance with ASC 606. Revenue is generally recognized when the contracted goods arrive at their destination point. When revenues and expenses straddle a period end due to the time between shipment and delivery, Integrity allocates revenue between reporting periods based on relative transit time in each period with expenses recognized as incurred. Cost of goods is comprised of sale of o-rings and related rubber products. Freight services is comprised of freight forwarding and related services earned by Integrity and rental services is comprised of revenue from rental of commercial space to third parties.Policies

13Use of Estimates

~~Expenses~~The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in management’s estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Significant estimates include the estimated depreciable lives of fixed assets, inventory reserves and allowance for doubtful accounts.

~~Cost~~Actual ofresults ~~goods~~could ~~includes~~differ ~~inventory~~from ~~costs,~~those ~~warehousing costs,~~estimates. ~~direct~~The ~~labor~~Company’s ~~and~~consolidated afinancial ~~depreciation~~statements ~~allocation.~~reflect ~~Cost~~all ofadjustments ~~inbound~~that ~~freight~~management isbelieves ~~included~~are innecessary ~~cost~~for the fair presentation of ~~goods~~their onfinancial ~~the~~condition ~~Statements~~and results of ~~Operations~~operations for the periods presented.

Costs of services include direct costs for Freight services and Rental activities. The direct costs include agent fees, trucking, air and ocean freight and customs fees for the Freight services and repairs and maintenance and property taxes for the rental activities. Additionally, Cost of services includes direct labor for Freight services.10

~~Sales~~Table ~~and~~of ~~marketing includes direct labor and direct sales and marketing expenses.~~Contents

~~General~~Cash and ~~administrative~~Cash ~~expenses include administrative and executive personnel, depreciation and other overhead expenses.~~Equivalents

~~Advertising~~For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At times, balances in a single bank account may exceed federally insured limits.

~~Advertising~~Accounts ~~expenses are recorded as sales and marketing expenses when they are incurred.~~Receivable

~~Income~~Accounts ~~Tax~~receivable, if any, are carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will be based on management’s assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer’s creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.

~~Sterling Seal and Integrity’s S-Corporation election terminated effective January 1~~Property, ~~2012~~Plant ~~in connection with the expectation of the initial public offering of the Company’s common stock in 2012. From Sterling Seal~~ and Integrity's inception in 1997 and 2008, respectively, the Companies were not subject to federal and state income taxes as they were operating under an S-Corporation election. As of January 1, 2012, both Sterling Seal and Integrity became subject to corporate federal and state income taxes. The consolidated financial statements presented herein, are presented as if all consolidating entities were subject to C-corporation federal and state income taxes for the periods presented.Equipment

~~Under~~Property ~~the asset~~ and liability method prescribed under ASC 740, Income Taxes, The Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.Equipment

~~The~~Property ~~Company~~and ~~recognizes~~equipment ~~the~~are ~~financial~~carried ~~statement benefit~~at ofhistorical ancost ~~uncertain~~of ~~tax~~construction ~~position~~or ~~only~~purchase. ~~after~~Expenditures ~~considering~~for ~~the~~maintenance ~~probability~~and ~~that~~repairs aare ~~tax~~charged ~~authority~~to ~~would~~operations ~~sustain~~as ~~the~~incurred. ~~position~~Renewals inand anbetterments ~~examination. For~~that ~~tax~~materially ~~positions~~extend ~~meeting~~the alife ~~“more-likely-than-not”~~of ~~threshold,~~ the ~~amount~~assets toare becapitalized. ~~recognized~~Leasehold inimprovements ~~the~~are ~~financial~~amortized ~~statements~~over ~~will be~~ the ~~benefit~~lesser ~~expected~~of tothe bebase ~~realized~~term ~~upon~~of ~~settlement with~~ the ~~tax~~lease ~~authority.~~or ~~For~~estimated ~~tax~~life ~~positions~~of ~~not~~the ~~meeting~~leasehold ~~the~~improvements. ~~threshold,~~When noassets ~~financial statement~~are ~~benefit~~retired isor ~~recognized.~~otherwise Asdisposed of ~~December 31~~,~~2020~~ ~~and 2019,~~ the ~~Company~~cost ~~had~~and norelated ~~uncertain~~accumulated ~~tax~~depreciation ~~positions.~~are ~~The~~removed ~~Company~~from ~~recognizes interest~~the ~~and penalties~~accounts, ifand any, ~~related~~resulting togain ~~uncertain~~or ~~tax~~loss ~~positions~~is asreflected ~~general~~in ~~and~~income ~~administrative~~for ~~expenses~~the period. The ~~Tax~~Company ~~years~~allocates ~~2020~~50% ~~and~~of ~~2019 and~~its ~~2018~~depreciation ~~are subject to federal~~ and ~~state~~amortization ~~tax~~expenses ~~examination~~to ~~under~~cost ~~the~~of ~~current statutes~~sales.

~~Fair~~Depreciation ~~Value~~is ~~Measurements~~computed for consolidated financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

In January 2010, the FASB ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

Various inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.


		Estimated
Classification		Useful Lives
Building and leasehold improvements		10 – 40 years

Machinery and equipment		5 – 10 years

Furniture and fixtures		5 – 10 years

Vehicles		10 years

Software		3 years

~~¨ Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.~~

~~¨ Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).~~Inventories

¨Inventories, ~~Level~~which 3are –comprised ~~significant~~of ~~unobservable~~finished ~~inputs~~goods, ~~(including~~are stated at the lower of cost or market using the average cost method. Cost does not include shipping and handling fees, which are charged directly to income. The Company’s ~~own~~provides ~~assumptions~~for inestimated ~~determining~~losses from obsolete or slow-moving inventories, which is approximately 4% of the ~~fair~~total inventory, and writes down the cost of inventory at the time such determinations are made. Reserves are estimated based upon inventory on hand, historical sales activity, industry trends, the business environment, and the expected net realizable value. The net realizable value is determined based upon current awareness of ~~investments)~~market prices.

14Revenue Recognition

The Company’s ~~adoption~~recognizes ofrevenue ~~FASB~~based on Account Standards Codification (“ASC”) 606, Revenue ~~Topic 825~~from Contracts with Customers, ~~effectively~~and atall of the ~~beginning~~related amendments (“new revenue standard”). In the case of Sterling, revenue is recognized only when the ~~second~~price ~~quarter~~is infixed FYor ~~2010~~determinable, ~~did~~persuasive ~~not~~evidence ~~have~~of aan ~~material~~arrangement ~~impact~~exists, shipment of the product has occurred, price is fixed or determinable and collectability of the resulting receivable is reasonably assured. For provision of third-party freight services provided by Integrity, revenue is recognized on a gross basis in accordance with ASC 606. Revenue is generally recognized when the ~~company’s~~contracted ~~consolidated financial~~goods ~~statements~~arrive at their destination point. When revenues and expenses straddle a period end due to the time between shipment and delivery, Integrity allocates revenue between reporting periods based on relative transit time in each period with expenses recognized as incurred. Cost of goods is comprised of sale of o-rings and related rubber products. Freight services is comprised of freight forwarding and related services earned by Integrity and rental services is comprised of revenue from rental of commercial space to third parties.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no material financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods other than the interest rate swap contract described below. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.11

~~Recent~~Table ~~Accounting~~of ~~Pronouncements~~Contents

The Company’s management has considered all recent accounting pronouncements. Management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.Expenses

~~Off-Balance~~Cost ~~Sheet~~of ~~Arrangements~~goods includes inventory costs, warehousing costs, direct labor and a depreciation allocation. Cost of inbound freight is included in cost of goods on the Statements of Operations.

WeCosts doof ~~not~~services ~~have~~include ~~any~~direct ~~off~~costs ~~balance~~for ~~sheet~~Freight ~~arrangements that~~services ~~have~~and orRental ~~are~~activities. ~~reasonably~~The ~~likely~~direct tocosts ~~have~~include aagent ~~current~~fees, ortrucking, ~~future~~air ~~effect~~and onocean ~~our~~freight ~~financial~~and ~~condition,~~customs ~~changes~~fees infor ~~financial~~the ~~condition,~~Freight ~~sales or~~services ~~expenses,~~and ~~results~~repairs ofand ~~operations,~~maintenance ~~liquidity~~and orproperty ~~capital~~taxes ~~expenditures,~~for orthe ~~capital~~rental ~~resources~~activities. ~~that~~Additionally, ~~are~~Cost ~~material~~of toservices anincludes ~~investment~~direct inlabor ~~our securities~~for Freight services.

~~Item~~Sales ~~7A.~~and ~~Quantitative~~marketing includes direct labor and ~~Qualitative~~direct ~~Disclosures~~sales ~~About~~and ~~Market~~marketing ~~Risk~~expenses.

~~Not~~General ~~applicable~~and ~~because~~administrative weexpenses ~~are~~include aadministrative ~~smaller~~and ~~reporting~~executive ~~company~~personnel, depreciation and other overhead expenses.

~~Item 8. Financial Statements and Supplementary Data.~~Advertising

~~Item~~Advertising 9.expenses ~~Changes~~are inrecorded ~~and~~as ~~Disagreements~~sales ~~with~~and ~~Accountants~~marketing onexpenses ~~Accounting~~when ~~and~~they ~~Financial~~are ~~Disclosure~~incurred.

~~None~~Income ~~noted.~~Tax

~~Item~~Sterling 9ASeal and Integrity’s S-Corporation election terminated effective January 1, 2012 in connection with the expectation of the initial public offering of the Company’s common stock in 2012. ~~Controls~~From Sterling Seal and ~~Procedures~~Integrity’s inception in 1997 and 2008, respectively, the Companies were not subject to federal and state income taxes as they were operating under an S-Corporation election. As of January 1, 2012, both Sterling Seal and Integrity became subject to corporate federal and state income taxes. The consolidated financial statements presented herein, are presented as if all consolidating entities were subject to C-corporation federal and state income taxes for the periods presented.

~~Evaluation~~Under the asset and liability method prescribed under ASC 740, Income Taxes, The Company uses the liability method of ~~Disclosure~~accounting ~~Controls~~for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and ~~Procedures~~their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

~~Pursuant~~The toCompany ~~Rule 13a-15(b) under~~recognizes the ~~Securities~~ ~~Exchange~~financial ~~Act~~statement benefit of ~~1934~~an ~~(“Exchange~~uncertain ~~Act”),~~tax ~~the~~position ~~Company~~only ~~carried~~after ~~out~~considering anthe ~~evaluation,~~probability ~~with~~that ~~the~~a ~~participation~~tax ofauthority ~~the~~would ~~Company’s management,~~sustain ~~including~~ the ~~Company’s~~position ~~Chief~~in ~~Executive~~an ~~Officer~~examination. ~~(“CEO”)~~For ~~and~~tax ~~Chief~~positions ~~Financial~~meeting ~~Officer~~a (“~~CFO~~more-likely-than-not”~~) (the~~ ~~Company’s principal financial and accounting officer)~~threshold, of the ~~effectiveness~~amount ofto ~~the~~be ~~Company’s~~recognized ~~disclosure~~in ~~controls and procedures (as defined under Rule 13a-15(e) under~~ the ~~Exchange~~financial ~~Act)~~statements aswill ofbe the ~~end~~benefit ofexpected ~~the~~to ~~period~~be ~~covered~~realized ~~by this report. Based~~ upon ~~that~~settlement ~~evaluation,~~with the ~~Company’s~~tax ~~CEO~~authority. ~~and~~For ~~CFO~~tax ~~concluded~~positions ~~that,~~not ~~due~~meeting to the ~~control~~threshold, ~~deficiencies~~no ~~that~~financial ~~represent~~statement ~~material~~benefit ~~weaknesses discussed~~is ~~below,~~recognized. ~~the~~As ~~Company’s~~of ~~disclosure~~December 31,2021 ~~controls~~ and ~~procedures~~2020, ~~are not effective to ensure that information required to be disclosed by~~ the Company inhad ~~the~~no ~~reports~~uncertain ~~that~~tax ~~the~~positions. The Company ~~files~~recognizes orinterest ~~submits~~and ~~under the Exchange Act~~penalties, isif ~~recorded~~any, ~~processed,~~related ~~summarized~~to ~~and~~uncertain ~~reported, within~~tax ~~the~~positions ~~time~~as ~~periods~~general ~~specified in the SEC’s rules~~ and ~~forms,~~administrative ~~and~~expenses. ~~that~~The ~~such~~Tax ~~information~~years is2021 ~~accumulated~~ and ~~communicated~~2020 ~~to the~~and ~~Company’s~~2019 ~~management,~~are ~~including~~subject ~~the~~to ~~Company’s~~federal ~~CEO~~ and ~~CFO,~~state astax ~~appropriate,~~examination tounder ~~allow~~the ~~timely~~current ~~decisions regarding required disclosure~~statutes.

15Fair Value Measurements

~~Management's~~In ~~Annual~~January 2010, ~~Report~~the onFASB ~~Internal~~ASC ~~Control~~Topic ~~Over~~ 825, Financial ~~Reporting~~Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

~~The~~Various ~~management~~inputs ofare ~~the~~considered ~~Company~~when isdetermining ~~responsible for establishing and maintaining adequate internal control over financial reporting for~~ the ~~Company.~~value ~~Our~~of ~~internal control system was designed to, in general, provide reasonable assurance to~~ the Company’s ~~management~~investments and ~~Board~~long-term ~~regarding~~debt. ~~the~~The ~~preparation~~inputs ~~and~~or ~~fair~~methodologies ~~presentation of~~used ~~published~~for ~~financial~~valuing ~~statements,~~securities ~~but~~are ~~because of its inherent limitations, internal control over financial reporting may~~ not ~~prevent or~~necessarily ~~detect~~an ~~misstatements.~~indication ~~Also, projections~~ of ~~any evaluation of effectiveness to future periods are subject to~~ the risk ~~that~~associated ~~controls may~~with ~~become~~investing ~~inadequate because of changes~~ in ~~conditions,~~these orsecurities. ~~that~~These ~~the~~inputs ~~degree~~are ofsummarized ~~compliance~~in ~~with~~ the ~~policies~~three orbroad ~~procedures~~levels ~~may~~listed ~~deteriorate~~below.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO have determined and concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was not effective.

As□ ~~defined~~Level by1 ~~Auditing~~– ~~Standard~~observable ~~No. 5,~~market ~~“An Audit~~inputs ~~of Internal Control Over Financial Reporting~~ that isare ~~Integrated~~unadjusted ~~with~~quoted anprices ~~Audit~~for ofidentical ~~Financial~~assets ~~Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency~~ or ~~combination~~liabilities ~~of deficiencies that result~~ in aactive ~~more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected~~markets. ~~In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of December 31, 2020:~~

~~(1)~~□ ~~Lack~~Level of2 an– ~~independent~~other ~~audit~~significant ~~committee~~observable orinputs ~~audit~~(including ~~committee~~quoted ~~financial~~prices ~~expert.~~for ~~Although~~similar ~~our~~securities, ~~Board~~interest ~~serves~~rates, ascredit ~~the~~risk, ~~audit committee it has no independent directors These factors are counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management~~etc.).

~~(2) We do not have sufficient experience from our accounting personnel with the requisite U.S. GAAP public company reporting experience that is necessary for adequate controls and procedures.~~12

~~Our~~Table ~~management~~of ~~determined that these deficiencies constituted material weaknesses.~~Contents

~~Due~~□ toLevel ~~our~~3 ~~small~~– ~~size,~~significant weunobservable ~~were~~inputs ~~not~~(including ~~able to immediately take any action to remediate these material weaknesses. Notwithstanding~~ the ~~assessment~~Company’s ~~that~~own ~~our~~assumptions ~~Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein, we believe that our consolidated financial statements contained~~ in ~~this~~determining ~~Annual~~the ~~Report~~fair ~~fairly~~value ~~present our financial position, results~~ of ~~operations and cash flows for the years covered thereby in all material respects~~investments).

~~This~~The ~~annual report does not include an attestation report of the~~ Company’s ~~registered~~adoption ~~public~~of ~~accounting~~FASB ~~firm~~ASC ~~regarding~~Topic ~~internal~~825, ~~control~~effectively ~~over~~at ~~financial~~the ~~reporting.~~beginning ~~Management's~~of ~~report was not subject to attestation by~~ the ~~Company's~~second ~~registered~~quarter ~~public~~in ~~accounting~~FY ~~firm~~2010, ~~pursuant~~did tonot ~~temporary~~have ~~rules of~~a ~~the~~material ~~Securities~~impact ~~and Exchange~~on ~~Commission that permit~~ the ~~Company to provide only management'~~company’s ~~report~~consolidated infinancial ~~this annual report~~statements.

16The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no material financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods other than the interest rate swap contract described below. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

~~Changes~~Recent inAccounting ~~Internal Control over Financial Reporting~~Pronouncements

NoThe ~~change~~Company’s inmanagement ~~our~~has ~~system~~considered ofall ~~internal~~recent ~~control~~accounting ~~over financial~~pronouncements. ~~reporting~~Management ~~occurred~~believes ~~during the period~~ that ~~has~~these ~~materially~~recent ~~affected,~~pronouncements orwill isnot ~~reasonably~~have ~~likely~~a tomaterial ~~materially~~effect ~~affect,~~on ~~our~~the ~~internal control~~Company’s ~~over~~ financial ~~reporting~~statements.

~~PART~~Off-Balance ~~III~~Sheet Arrangements

~~Item~~We ~~10.~~do ~~Directors~~not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, ~~Executive~~changes ~~Officers~~in ~~and~~financial ~~Corporate~~condition, ~~Governance~~sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

The following table sets forth the name and age of officers and director as of 16, 2020. Our Executive officers are elected annually by our Board. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

Name	Age		Position
Angelo DeRosa		79	Chairman of the Board
Darren DeRosa		47	Chief Executive Officer
Scott Chichester		51	Chief Financial Officer

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~Set~~Not ~~forth~~applicable ~~below~~because iswe are a ~~brief~~smaller ~~description~~reporting ~~of the background and business experience of our executive officer and director for the past five years~~company.

~~Angelo DeRosa, Chairman of the Board~~

~~Angelo~~Item ~~DeRosa founded the Company’s predecessor entity, Sterling Plastic~~8. &Financial ~~Rubber~~Statements ~~Products, Inc. in 1970. Angelo currently serves as Chairman of the Board~~ and isSupplementary ~~responsible for the financing and overall management of the entire organization~~Data. He also maintains key relationships with customers, banking institutions and industrial affiliations. Angelo studied Business Administration while attending Fairleigh Dickinson University. He is currently involved in multiple charitable organizations, including serving as treasurer of the Holmdel First Aid.

~~Darren DeRosa, Chief Executive Officer~~

~~Darren~~Item ~~DeRosa has served as the chief executive officer of the Company since 2000~~9. ~~Darren~~Changes ~~runs the day-to-day operations of the Company, including managing business development projects~~ in ~~information technology, logistics~~ and ~~human~~Disagreements ~~resources,~~with ~~and~~Accountants ~~seeking~~on ~~out~~Accounting ~~potential acquisition targets. Darren earned a B.A. in Economics from Dickinson University~~ and anFinancial MDisclosure.~~B.A. from Monmouth University.~~

~~Scott~~None ~~Chichester, Chief Financial Officer~~noted.

Scott R. Chichester CPA is the proprietor of Scott R. Chichester CPA, a New York City based accounting, tax and consulting firm. Mr. Chichester is experienced in taxation, capital formation and the financial services industry. He focuses his practice in the following areas: (i) corporate taxation; (ii) financial statement preparation and (iii) consulting.

~~Prior~~Item ~~to establishing the firm in 2001, Mr~~9A. ~~Chichester worked~~ inControls ~~the~~and ~~financial services division as an auditor for Ernst & Young in New York City~~Procedures. ~~Mr. Chichester then spent 5 years as an accountant in the Equities Controllers Division at Goldman Sachs Group LP.~~

~~Mr. Chichester~~Evaluation ~~founded~~of ~~DirectPay~~Disclosure ~~USA~~Controls ~~LLC, a payroll company in 2006~~ and ~~founded Madison Park Advisors LLC, an advisory services company, in 2011. None of these companies are a parent, subsidiary or other affiliate of the registrant.~~Procedures

17Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that, due to the control deficiencies that represent material weaknesses discussed below, the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~Other~~Management’s ~~directorships~~Annual ~~held~~Report ~~during~~on ~~the~~Internal ~~last~~Control 5Over ~~years: Global~~Financial X Funds (2008-2018) (ETF fund complex); 52 funds; ARK Investment Trust (ETF Fund Complex) (2014 – present) 8 funds; None of the funds in the fund complexes are a parent, subsidiary or other affiliate of the registrant; Adeptpros IncReporting. ~~(CFO and Director since 2014);~~

~~Identification~~The management of ~~Certain~~the ~~Significant~~Company ~~Employees~~is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and Board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Family Relationship~~13

~~The~~Table ~~Company’s Chairman, Angelo DeRosa, is the father~~ of ~~the Company’s Chief Executive Officer, Darren DeRosa.~~Contents

~~Involvement~~Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. The framework used by management in ~~Certain~~making ~~Legal~~that ~~Proceedings~~assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO have determined and concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was not effective.

ToAs ~~the~~defined ~~best~~by Auditing Standard No. 5, “An Audit of ~~our~~Internal ~~knowledge~~Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” ~~none~~established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of ~~our~~deficiencies ~~directors~~ that result in a more than a remote likelihood that a material misstatement of annual or ~~executive~~interim ~~officers~~financial ~~has~~statements will not be prevented or detected. In connection with the assessment described above, ~~during~~management identified the ~~past~~following ~~ten~~control ~~years~~deficiencies that represent material weaknesses as of December 31, 2021:

·(1) ~~been~~Lack ~~convicted~~of inan aindependent ~~criminal~~audit ~~proceeding~~committee or ~~been~~audit ~~subject~~committee financial expert. Although our Board serves as the audit committee it has no independent directors These factors are counter to acorporate ~~pending~~governance ~~criminal~~practices ~~proceeding~~as ~~(excluding~~defined ~~traffic~~by ~~violations~~the various stock exchanges and ~~other~~may ~~minor~~lead ~~offenses);~~to less supervision over management.

·(2) ~~had~~We ~~any~~do ~~bankruptcy~~not ~~petition~~have ~~filed~~sufficient byexperience orfrom ~~against~~our ~~the~~staff-level ~~business~~accounting orpersonnel ~~property~~with of the ~~person,~~requisite orU.S. ofGAAP ~~any~~public ~~partnership,~~company ~~corporation~~reporting orexperience ~~business~~that ~~association~~is ofnecessary ~~which~~for headequate ~~was~~controls aand ~~general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;~~procedures.

·Our ~~been~~management ~~subject~~determined tothat ~~any~~these ~~order,~~deficiencies ~~judgment,~~constituted ormaterial decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;weaknesses.

·Due ~~been~~to ~~found~~our bysmall asize, ~~court~~we ofwere ~~competent~~not ~~jurisdiction~~able into aimmediately ~~civil~~take any action orto byremediate these material weaknesses. Notwithstanding the ~~Securities~~assessment that our Internal Controls over Financial Reporting was not effective and ~~Exchange~~that ~~Commission~~there orwere ~~the~~material ~~Commodity~~weaknesses ~~Futures~~identified ~~Trading~~herein, ~~Commission~~we tobelieve ~~have~~that ~~violated~~our aconsolidated ~~federal~~financial orstatements ~~state~~contained ~~securities~~in orthis ~~commodities~~Annual ~~law~~Report fairly present our financial position, results of operations and ~~the~~cash ~~judgment~~flows ~~has~~for ~~not~~the ~~been~~years ~~reversed,~~covered ~~suspended,~~thereby orin ~~vacated;~~all material respects.

·This ~~been~~annual ~~the~~report ~~subject~~does ~~of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding,~~ not ~~subsequently~~include ~~reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to~~ an ~~alleged~~attestation ~~violation~~report of ~~any~~the ~~federal~~Company’s orregistered ~~state~~public ~~securities~~accounting orfirm ~~commodities~~regarding ~~law~~internal orcontrol ~~regulation,~~over ~~any law or regulation respecting~~ financial ~~institutions~~reporting. orManagement’s ~~insurance~~report ~~companies~~was ~~including, but~~ not ~~limited~~subject to, aattestation ~~temporary~~by orthe ~~permanent~~Company’s ~~injunction,~~registered ~~order~~public ofaccounting ~~disgorgement~~firm orpursuant ~~restitution,~~to ~~civil money penalty or~~ temporary orrules of ~~permanent~~the ~~cease-~~Securities and~~-desist~~ ~~order,~~Exchange orCommission ~~removal~~that orpermit ~~prohibition~~the ~~order,~~Company orto ~~any~~provide ~~law~~only ormanagement’s ~~regulation~~report ~~prohibiting mail or wire fraud or fraud~~ in ~~connection~~this ~~with~~annual ~~any business entity; or~~report.

·Changes ~~been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined~~ in ~~Section~~Internal ~~3(a)(26)~~Control of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over ~~its~~Financial ~~members or persons associated with a member.~~Reporting

~~Except~~No aschange ~~set forth~~ in our ~~discussion~~system ~~below~~of in internal ~~“Certain~~control ~~Relationships~~over ~~and~~financial ~~Related~~reporting ~~Transactions,”~~occurred ~~none~~during ofthe ~~our~~period ~~directors~~that ~~or executive officers~~ has ~~been~~materially ~~involved in any transactions with us or any of our directors~~affected, ~~executive officers, affiliates~~ or ~~associates~~is ~~which~~reasonably ~~are~~likely ~~required~~ to bematerially ~~disclosed~~affect, ~~pursuant~~our tointernal ~~the~~control ~~rules and regulations~~over offinancial ~~the Commission~~reporting.

~~Term of Office~~

~~Our~~PART ~~officers are appointed by our Board and hold office until removed by the Board.~~III

~~Code~~Item of10. ~~Ethics~~Directors, Executive Officers and Corporate Governance.

WeThe dofollowing ~~not~~table ~~have~~sets aforth ~~code~~the name and age of ~~ethics~~officers ~~that~~and ~~applies~~director to as of July 15, 2022. Our Executive officers are elected annually by our Board. Our executive officers hold their offices until they resign, ~~employees~~are removed by the Board, or his successor is elected and ~~directors~~qualified.

~~Corporate Governance~~

The business and affairs of the Company are managed under the direction of our Board. Each of our directors has attended all meetings either in person or via telephone conference. All communications from stockholders are relayed to the members of the Board.


Name	Age	Position
Angelo DeRosa	80	Chairman of the Board
Darren DeRosa	48	Chief Executive Officer
Scott Chichester	52	Chief Financial Officer

~~Role~~Set inforth ~~Risk~~below ~~Oversight~~is a brief description of the background and business experience of our executive officer and director for the past five years.

Our Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company’s assessment of risks. The Board focuses on the most significant risks facing our Company and our Company’s general risk management strategy, and also ensures that risks undertaken by the Company are consistent with the Board’s appetite for risk. While the board oversees our Company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our board leadership structure supports this approach.14

~~Section 16(a) Beneficial~~Table ~~Ownership~~of ~~Reporting Compliance~~Contents

~~The~~Angelo ~~Company does not have a class of securities registered under the Exchange Act and therefore its directors~~DeRosa, ~~executive~~Chairman ~~officers, and any persons holding more than ten percent~~ of the ~~Company’s~~ ~~common stock are not required to comply with Section 16 of the Exchange Act.~~Board

~~Item~~Angelo 11DeRosa founded the Company’s predecessor entity, Sterling Plastic & Rubber Products, Inc. ~~Executive~~in ~~Compensation~~1970. Angelo currently serves as Chairman of the Board and is responsible for the financing and overall management of the entire organization. He also maintains key relationships with customers, banking institutions and industrial affiliations. Angelo studied Business Administration while attending Fairleigh Dickinson University. He is currently involved in multiple charitable organizations, including serving as treasurer of the Holmdel First Aid.

~~The~~Darren ~~following summary compensation table sets forth all compensation awarded to~~DeRosa, ~~earned by, or paid to the named executive officers paid by us during the years ended December 31, 2020, and 2019 in all capacities. Our named executive officers for 2020 and 2019 were our~~ Chief Executive Officer~~, Chief Financial Officer, and the President of Sterling Seal. No other item of compensation was paid to any officer or director of the Company other than reimbursement of expenses.~~

19Darren DeRosa has served as the chief executive officer of the Company since 2000. Darren runs the day-to-day operations of the Company, including managing business development projects in information technology, logistics and human resources, and seeking out potential acquisition targets. Darren earned a B.A. in Economics from Dickinson University and an M.B.A. from Monmouth University.

~~Summary~~Scott ~~Compensation~~Chichester, ~~Table~~Chief Financial Officer

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)
Darren DeRosa, Chief Executive Officer		2020	$	152,884		0		0		0		0		0		0	$	152,884
		2019	$	150,000		0		0		0		0		0		0	$	150,000
Scott Chichester, Chief Financial Officer		2020	$	26,954		0		0		0		0		0		0	$	26,954
		2019	$	36,054		0		0		0		0		0		0	$	36,054
Angelo DeRosa,Chairman of the Board*		2020	$	51,923		0		0		0		0		0		0	$	51,923
		2019	$	0		0		0		0		0		0		0	$	0

*thisPrior isto establishing the firm in 2001, Mr. Chichester worked in the financial services division as an ~~officer~~auditor ~~position~~for Ernst & Young in New York City. Mr. Chichester then spent 5 years as an accountant in the Equities Controllers Division at Goldman Sachs Group LP.

~~Outstanding~~Mr. Chichester ~~Equity~~founded ~~Awards~~DirectPay atUSA ~~Fiscal~~LLC, ~~Year-End~~a ~~Table~~payroll company in 2006 and founded Madison Park Advisors LLC, an advisory services company, in 2011. None of these companies are a parent, subsidiary or other affiliate of the registrant.

OnOther ~~December 26,~~directorships ~~2017,~~held ~~Sterling~~during ~~Consolidated Corp.~~the ~~(“SCC”~~last or5 ~~the~~years: ~~“Company”)~~Global ~~entered~~X ~~into~~Funds ~~Non~~(2008-~~Qualified~~2018) ~~Option Agreements~~ (~~“Option~~ETF ~~Agreements”~~fund complex) ~~with~~; ~~certain~~52 ~~officers,~~funds; ~~directors~~ARK ~~employees~~Investment ~~and~~Trust ~~consultants,~~(ETF ~~pursuant~~Fund toComplex) ~~the~~(2014 ~~approval~~– ofpresent) ~~the~~9 ~~SCC~~funds; ~~Board~~None of ~~Directors~~the onfunds ~~December 18, 2017.~~in ~~The Option Agreements provide that~~ the ~~options~~fund complexes are ~~fully~~a ~~vested upon issuance~~parent, ~~and~~subsidiary ~~may be exercised for four~~ or ~~five~~other ~~year~~affiliate ~~periods, depending upon the identity and position~~ of the ~~option~~registrant; ~~grantee.~~Adeptpros ~~The options may be exercised to purchase the Company’s common stock at an exercise price per option is $0~~Inc.03 ~~per~~(CFO ~~share. The Option Agreements also provide for cashless~~ and ~~net~~Director ~~exercise,~~since ~~restrictions on transferability, and certain termination provisions for cause.~~2014);

~~Specific~~Identification ~~grants~~ of ~~options~~Certain ~~pursuant~~Significant ~~to the Option Agreements are as follows:~~Employees

Name and Title of Optionee	Number of Options Granted		Exercise Period
Angelo DeRosa, Chairman		3,100,000		5 Years
Darren DeRosa, CEO		3,100,000		5 Years
Scott Chichester, CFO*		3,100,000		4 Years
Madison Park Advisors Corp.*		500,000		4 Years
Fred Zink, SCC Employee		500,000**		4 Years
John Magoulis, SCC Employee		500,000		4 Years

Family Relationship

*ScottThe ~~Chichester~~Company’s Chairman, ~~CFO~~Angelo DeRosa, is the ~~beneficial~~father ~~owner~~ of ~~Madison~~the ~~Park~~Company’s ~~Advisors~~Chief Executive Officer, Darren DeRosa.

**Involvement ~~Exercised~~ in ~~2018.~~Certain Legal Proceedings

~~Compensation~~To the best of ~~Directors~~our knowledge, none of our directors or executive officers has, during the past ten years:

~~The~~● ~~following~~been ~~table~~convicted ~~provides~~in ~~information for 2020 and 2019 regarding all compensation awarded to, earned by or paid to each person who served as~~ a ~~non-employee~~criminal ~~director~~proceeding ~~for some portion~~ or ~~all~~been ofsubject ~~2020 and 2019. Other than as set forth in the table,~~ to ~~date~~a wepending ~~have~~criminal ~~not~~proceeding ~~paid~~(excluding ~~any~~traffic ~~fees~~violations ~~to or, except for reasonable expenses for attending Board~~ and ~~committee meetings, reimbursed any expenses of our directors, made any equity or non-equity awards to directors, or paid any~~ other ~~compensation~~minor ~~to directors.~~offenses);

Name and Principal Position	Year		Fees Earned ($)		Stock Awards ($)		All Other Compensation ($)		Totals ($)
Angelo DeRosa,		2020	$	0		0		0	$	0
Chairman of the Board		2019	$	0		0		0	$	0
Darren DeRosa,		2020	$	0		0		0	$	0
Director		2019	$	0		0		0	$	0
Scott Chichester,		2020	$	0		0		0	$	0
Director		2019	$	0		0		0	$	0

●

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

~~Employment~~● ~~Agreements~~been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

~~Currently,~~● ~~the~~been ~~CFO,~~found ~~Scott~~by ~~Chichester~~a iscourt ~~under an~~of ~~employment~~competent ~~agreement~~jurisdiction in a civil action or by the Securities and isExchange ~~compensated~~Commission ator the ~~rate~~Commodity ofFutures ~~$58~~Trading Commission to have violated a federal or state securities or commodities law,~~400~~ ~~per~~and ~~year.~~the judgment has not been reversed, suspended, or vacated;

2015

~~Item~~Table ~~12. Security Ownership~~ of ~~Certain Beneficial Owners and Management.~~Contents

~~The~~● ~~following~~been ~~table provides~~ the ~~names~~subject ~~and addresses~~ of, ~~each~~or ~~person~~a ~~known~~party to, usany tofederal ~~own~~or ~~more~~state ~~than~~judicial 5%or ofadministrative ~~our~~order, ~~outstanding~~judgment, ~~shares~~decree, ofor ~~common~~finding, ~~stock~~not assubsequently reversed, suspended or vacated (not including any settlement of ~~September~~a 24civil proceeding among private litigants), ~~2021~~relating to an alleged violation of any federal or state securities or commodities law or regulation, ~~and~~any bylaw ~~the~~or ~~officers and~~regulation ~~directors~~respecting financial institutions or insurance companies including, ~~individually~~but ~~and~~not aslimited to, a ~~group.~~temporary ~~Except~~or aspermanent ~~otherwise~~injunction, ~~indicated~~order of disgorgement or restitution, ~~all~~civil ~~shares~~money ~~are~~penalty ~~owned~~or ~~directly~~temporary or permanent cease-and-desist ~~the~~order, ~~shareholders~~or ~~listed~~removal ~~possesses sole~~or ~~voting~~prohibition ~~and~~order, ~~investment~~or ~~power~~any ~~with~~law ~~respect~~or toregulation ~~the~~prohibiting ~~shares~~mail ~~shown.~~or wire fraud or fraud in connection with any business entity; or

Name	Number of Shares Beneficially Owned			Percent of Class (1)
Angelo DeRosa (2) 1105 Green Grove Road Neptune, New Jersey 07753		16,702,759	(5)		35.32	%
Darren DeRosa (3) 1105 Green Grove Road Neptune, New Jersey 07753		16,260,000	(6)		34.39	%
Scott R. Chichester (4) 99 Wall St., Suite 4700 New York, NY 10005		1,027,000			2.17	%
All Executive Officers and Directors as a group (4 persons)		33,989,759			71.81	%

●

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~(1)~~Except ~~Based~~as onset 47forth in our discussion below in “Certain Relationships and Related Transactions,~~284,689~~” ~~shares~~none of ~~common~~our ~~stock~~directors ~~outstanding~~or asexecutive officers has been involved in any transactions with us or any of ~~September~~our 24directors, ~~2021~~executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

~~(2)~~Term ~~Angelo DeRosa is the Chairman~~ of ~~the Board of the Company.~~Office

~~(3)~~Our ~~Darren~~officers ~~DeRosa~~are isappointed ~~the~~by ~~Chief~~our ~~Executive~~Board ~~Officer~~and ofhold ~~the~~office ~~Company~~until ~~and~~removed aby ~~Director~~the Board.

~~(4)~~Code ~~Scott Chichester is the Chief Financial Officer~~ of ~~the Company and a Director.~~Ethics

~~(5)~~We ~~Includes~~do ~~16,432,759~~not ~~shares~~have ~~issued~~a tocode ~~Angelo~~of ~~DeRosa~~ethics ~~and~~that ~~270,000~~applies ~~shares issued~~ to ~~Darleen~~our ~~DeRosa~~officers, ~~who~~employees isand ~~his wife~~directors.

~~(6)~~Corporate ~~Includes 15,990,000 shares issued to Darren DeRosa and 270,000 shares issued to Kaveeta DeRosa who is his wife.~~Governance

~~Item~~The 13business and affairs of the Company are managed under the direction of our Board. ~~Certain~~Each ~~Relationships~~of ~~and~~our ~~Related~~directors ~~Transactions,~~has ~~and~~attended ~~Director~~all ~~Independence~~meetings either in person or via telephone conference. All communications from stockholders are relayed to the members of the Board.

~~The~~Role ~~following are the related party transactions~~ in ~~which~~Risk ~~we have engaged since January 1, 2013:~~Oversight

~~Throughout~~Our ~~the~~Board ~~history~~is ofprimarily ~~the~~responsible ~~Company,~~for ~~the~~overseeing ~~Chairman, Angelo~~our ~~DeRosa~~risk ~~has~~management ~~periodically loaned the company money~~processes. The ~~loan~~Board ~~has~~receives aand ~~twenty-year~~reviews ~~term~~periodic ~~maturing~~reports onfrom ~~December 31~~management, ~~2031~~auditors, ~~and~~legal ~~calls for~~counsel, ~~principal~~ and ~~simple~~others, ~~interest~~as toconsidered beappropriate ~~paid~~regarding atour ~~various~~Company’s ~~yearly~~assessment ~~intervals~~of atrisks. ~~the~~The ~~rate~~Board offocuses ~~three~~on ~~percent.~~the ~~For~~most ~~the~~significant ~~year~~risks ~~ended~~facing ~~December 31, 2019,~~our ~~the~~Company and our Company’s ~~accrued~~general ~~interest~~risk ofmanagement ~~$45~~strategy,~~719,~~ ~~paid~~and ~~$566,233,~~also ~~leaving~~ensures anthat ~~ending~~risks ~~balance~~undertaken onby the ~~note~~Company ofare ~~$1,246,388.~~consistent ~~For~~with the ~~year~~Board’s ~~ended December 31,~~appetite ~~2020,~~for risk. While the ~~Company~~board ~~accrued~~oversees ~~interest~~our ofCompany’s ~~$31~~risk management,~~778~~ ~~and~~management ~~made~~is ~~cash~~responsible ~~repayments~~for day-to-day risk management processes. We believe this division of ~~$476,390~~responsibilities onis the ~~related~~most ~~party~~effective ~~note,~~approach ~~leaving an~~for ~~ending~~addressing ~~balance~~the onrisks ~~the~~facing ~~note~~our ofCompany ~~$801,776~~and that our board leadership structure supports this approach.

21Section 16(a) Beneficial Ownership Reporting Compliance

~~Director~~The ~~Independence~~Company does not have a class of securities registered under the Exchange Act and therefore its directors, executive officers, and any persons holding more than ten percent of the Company’s common stock are not required to comply with Section 16 of the Exchange Act.

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

·Item ~~the~~11. ~~director~~Executive ~~is, or at any time during the past three years was, an employee of the company;~~Compensation.

·The ~~the~~following ~~director~~summary orcompensation atable ~~family~~sets ~~member~~forth ofall ~~the director accepted any~~ compensation ~~from~~awarded ~~the~~to, ~~company~~earned inby, ~~excess~~or ofpaid ~~$120,000~~to ~~during~~the ~~any~~named ~~period~~executive ofofficers 12paid ~~consecutive~~by ~~months~~us ~~within~~during the ~~three~~ years ~~preceding~~ended ~~the~~December 31, ~~independence~~2021, ~~determination~~and ~~(subject~~2020 toin ~~certain~~all ~~exclusions,~~capacities. ~~including,~~Our ~~among~~named ~~other~~executive ~~things,~~officers ~~compensation~~ for ~~Board~~2021 orand ~~Board~~2020 ~~committee~~were ~~service);~~

~~· a family member of the director is, or at any time during the past three years was, an executive officer of the company;~~16

·Table ~~the director or a family member~~ of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);Contents

·our ~~the~~Chief ~~director~~Executive orOfficer, aChief ~~family~~Financial ~~member~~Officer, ofand the ~~director~~President isof ~~employed~~Sterling asSeal. anNo ~~executive~~other ~~officer~~item of ancompensation ~~entity~~was ~~where,~~paid atto any ~~time~~officer ~~during~~or ~~the~~director ~~past three years, any~~ of the ~~executive~~Company ~~officers~~other ofthan ~~the~~reimbursement ~~company served on the compensation committee~~ of ~~such other entity; or~~expenses.

·Summary ~~the~~Compensation director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.Table

~~Mr. Angelo DeRosa is not considered independent because he is the father of the Company’s Chief Executive Officer, Darren DeRosa.~~

We do not currently have a separately designated audit, nominating or compensation committee.


								Non-Qualified
							Non-Equity	Deferred
Name and							Incentive Plan	Compensation	All Other
Principal		Salary		Bonus	Stock Awards	Option Awards	Compensation	Earnings	Compensation	Totals
Position	Year	($)		($)	($)	($)	($)	($)	($)	($)
Darren DeRosa, Chief Executive Officer	2021	$	193,269	0	0	0	0	0	0	$	193,269
	2020	$	152,884	0	0	0	0	0	0	$	152,884
Scott Chichester, Chief Financial Officer	2021	$	14,108	0	0	0	0	0	0	$	14,108
	2020	$	26,954	0	0	0	0	0	0	$	26,954
Angelo DeRosa,Chairman of the Board*	2021	$	75,000	0	0	0	0	0	0	$	75,000
	2020	$	51,923	0	0	0	0	0	0	$	51,923

22* this is an officer position

~~Item 14. Principal Accounting Fees and Services.~~

~~Audit~~Outstanding ~~Fees~~Equity Awards at Fiscal Year-End Table

~~For~~On December 26, 2017, Sterling Consolidated Corp. (“SCC” or the “Company’s”) ~~fiscal~~entered ~~years~~into ~~ended~~Non-Qualified ~~December 31~~Option Agreements (“Option Agreements”) with certain officers, ~~2020~~ directors employees and ~~2019~~consultants, wepursuant ~~were~~to ~~billed~~the ~~approximately~~approval ~~$25,000~~of ~~and~~the ~~$25~~SCC Board of Directors on December 18,~~000,~~ ~~respectively~~2017. The Option Agreements provide that the options are fully vested upon issuance, ~~for~~and ~~professional~~may ~~services~~be ~~rendered~~exercised for four or five year periods, depending upon the ~~audit~~identity and ~~review~~ position of ~~our~~the ~~financial~~option ~~statements~~grantee. The options may be exercised to purchase the Company’s common stock at an exercise price per option is $0.03 per share. The Option Agreements also provide for cashless and net exercise, restrictions on transferability, and certain termination provisions for cause.

~~Audit~~Specific ~~Related~~grants ~~Fees~~of options pursuant to the Option Agreements are as follows:

~~There were $9,000, and $9,000 in fees billed for audit related services for the years ended December 31, 2020 and 2019, respectively.~~

Tax Fees


	Number of Options
Name and Title of Optionee	Granted	Exercise Period
Angelo DeRosa, Chairman	3,100,000	5 Years

Darren DeRosa, CEO	3,100,000	5 Years

Scott Chichester, CFO*	3,100,000***	4 Years

Madison Park Advisors Corp.*	500,000****	4 Years

Fred Zink, SCC Employee	500,000**	4 Years

John Magoulis, SCC Employee	500,000	4 Years

~~For~~* ~~the~~Scott ~~Company’s fiscal years ended December 31~~Chichester, ~~2020~~ ~~and~~CFO ~~2019,~~is wethe ~~were~~beneficial ~~billed~~owner $0of ~~and~~Madison ~~$0,~~Park ~~respectively, for services rendered for tax compliance, tax advice, and tax planning~~Advisors.

~~All~~** ~~Other~~Exercised ~~Fees~~in 2018.

~~The~~*** ~~Company~~In ~~did~~December ~~not~~of ~~incur~~2021, ~~any~~Scott ~~other~~Chichester ~~fees~~exercised ~~related to~~these ~~services~~options ~~rendered~~and bypaid ~~our principal accountant for the fiscal years ended December 31~~$93,000 ~~2020~~cash ~~and~~to ~~2019.~~Company

We**** doExpired ~~not~~in ~~have an audit committee. Our entire Board pre-approves all services provided by our independent auditors.~~2021

~~PART IV~~17

~~Item~~Table ~~15.~~of ~~Exhibits, Financial Statement Schedules.~~Contents

~~(a) The~~Compensation ~~following documents are filed as part~~ of ~~this report:~~Directors

~~(1) Financial~~The ~~Statements~~following table provides information for 2021 and ~~Reports~~2020 ofregarding ~~Independent Registered~~all ~~Public~~compensation ~~Accounting~~awarded ~~Firm~~to, ~~which~~earned ~~are~~by or paid to each person who served as a non-employee director for some portion or all of 2021 and 2020. Other than as set forth in the ~~index~~table, to ~~Consolidated~~date ~~Financial~~we ~~Statements~~have onnot ~~pages F-1~~paid ~~through F-~~any fees to or, except for reasonable expenses for attending Board and committee meetings, reimbursed any expenses of ~~this~~ ~~report~~our directors, made any equity or non-equity awards to directors, or paid any other compensation to directors.

Reports of Independent Registered Public Accounting Firm —		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Stockholders’ Equity		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6 through F-16

(2) Financial Statement Schedule: None.


Name and				Stock	All Other
Principal		Fees Earned		Awards	Compensation	Totals
Position	Year	($)		($)	($)	($)
Angelo DeRosa,	2021	$	0	0	0	$	0
Chairman of the Board	2020	$	0	0	0	$	0
Darren DeRosa,	2021	$	0	0	0	$	0
Director	2020	$	0	0	0	$	0
Scott Chichester,	2021	$	0	0	0	$	0
Director	2020	$	0	0	0	$	0

~~(3) Exhibits~~

23Employment Agreements

EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Incorporation (1)
4.1		Description of Securities
3.2		By-Laws (2)
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Currently, the CFO, Scott Chichester is under an employment agreement and is compensated at the rate of $58,400 per year.

~~(1) Incorporated by reference to the registration statement filed with the Securities and Exchange Commission on August 10, 2012.~~

~~(2)~~Item ~~Incorporated~~12. Security byOwnership ~~reference~~of toCertain ~~the~~Beneficial ~~registration~~Owners ~~statement filed with the Securities~~ and ~~Exchange Commission on January 18, 2013~~Management.

+The Infollowing ~~accordance with~~table ~~SEC~~provides ~~Release~~the ~~33-8238~~names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of September 24, ~~Exhibit 32.1~~2021, and 32by the officers and directors, individually and as a group.2 Except as otherwise indicated, all shares are ~~being~~owned ~~furnished~~directly and ~~not~~the ~~filed~~shareholders listed possesses sole voting and investment power with respect to the shares shown.

SIGNATURES


	Number of Shares		Percent of Class
Name	Beneficially Owned		(1)
Angelo DeRosa (2) 1105 Green Grove Road Neptune, New Jersey 07753	16,702,759	(5)	35.32	%

Darren DeRosa (3) 1105 Green Grove Road Neptune, New Jersey 07753	16,260,000	(6)	34.39	%

Scott R. Chichester (4) 99 Wall St., Suite 4700 New York, NY 10005	1,027,000		2.17	%

All Executive Officers and Directors as a group (4 persons)	33,989,759		71.81	%

~~Pursuant to the requirements of Section 13 or 15~~(d1) of ~~the~~Based ~~Securities~~on ~~Exchange~~47,284,689 ~~Act~~shares of ~~1934,~~common ~~the~~stock ~~registrant~~outstanding ~~has~~as ~~duly~~of ~~caused~~July ~~this report to be signed on its behalf by the undersigned~~15, ~~thereunto~~ ~~duly authorized~~2022.

Date: September 24, 2021	STERLING CONSOLIDATED CORP.
	By:	/s/ Darren DeRosa
		Darren DeRosa,
		Chief Executive Officer
		(Duly Authorized, Principal Executive Officer)

(2)

Angelo DeRosa is the Chairman of the Board of the Company.

~~Pursuant~~(3) toDarren ~~the~~DeRosa ~~requirements~~is of the ~~Securities Exchange~~Chief ~~Act~~Executive ofOfficer ~~1934, this report has been signed below by the following persons on behalf~~ of the ~~registrant~~Company and ina ~~the capacities and on the dates indicated~~Director.

Signature	Title	Date
/s/ Darren DeRosa	Chief Executive Officer	September 24, 2021
Darren DeRosa	(Principal Executive Officer)
/s/ Scott Chichester	Chief Financial Officer	September 24, 2021
Scott Chichester	(Principal Financial and Accounting Officer)
/s/ Angelo DeRosa	Chairman of the Board	September 24, 2021
Angelo DeRosa

(4)

Scott Chichester is the Chief Financial Officer of the Company and a Director.

25(5) Includes 16,432,759 shares issued to Angelo DeRosa and 270,000 shares issued to Darleen DeRosa who is his wife.

~~STERLING~~(6) ~~CONSOLIDATED~~Includes ~~CORP~~15,990,000 shares issued to Darren DeRosa and 270,000 shares issued to Kaveeta DeRosa who is his wife.

~~REPORTS~~(7) OFIn ~~INDEPENDENT~~December ~~REGISTERED~~ 2021, Scott Chichester exercised an option for 3,100,000 shares which should be issued in the third quarter of 2022.

~~PUBLIC ACCOUNTING FIRM~~ 18

~~AND~~ Table of Contents

~~CONSOLIDATED~~Item ~~FINANCIAL~~13. Certain ~~STATEMENTS~~Relationships and Related Transactions, and Director Independence.

~~For~~The following are the ~~Years~~related ~~Ended~~ party transactions in which we have engaged in during the annual audit periods ended December 31, 2021 and December 31, 2020:

Throughout the history of the Company, the Chairman, Angelo DeRosa has periodically loaned the company money. The loan has a twenty-year term maturing on December 31, 2031 and calls for principal and simple interest to be paid at various yearly intervals at the rate of three percent. For the year ended December 31, 2021, the Company accrued interest of $17,936, made cash repayments of $374,763, and received additional loan from Mr. DeRosa in the amount of $374,912, leaving an ending balance on the note of $819,861. For the year ended December 31, 2020, the Company accrued interest of $31,778 and ~~2019~~made cash repayments of $476,390 on the related party note, leaving an ending balance on the note of $801,776.

~~TABLE~~Director ~~OF CONTENTS~~Independence

Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Stockholders’ Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6 through F-16

~~Boyle~~● ~~CPA~~the director is, ~~LLC~~or at any time during the past three years was, an employee of the company;

~~Certified~~● ~~Public~~the ~~Accountants~~director &or ~~Consultants~~a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for Board or Board committee service);

~~REPORT~~● OFa ~~INDEPENDENT~~family ~~REGISTERED~~member ~~PUBLIC~~of ~~ACCOUNTING FIRM~~the director is, or at any time during the past three years was, an executive officer of the company;

To● the ~~Shareholders~~director ~~and~~or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

~~Board~~● the director or a family member of ~~Directors~~the director is employed as an executive officer of ~~Sterling~~an ~~Consolidated~~entity ~~Corp.~~where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

~~Opinion~~● the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the ~~Financial~~company’s ~~Statements~~audit.

~~We have audited the accompanying consolidated balance sheets of Sterling Consolidated Corp~~Mr. Angelo ~~(the~~DeRosa ~~“Company”)~~is asnot ofconsidered ~~December~~independent ~~31,~~because ~~2020~~he ~~and~~is ~~2019,~~ the ~~related~~father ~~consolidated statements~~ of ~~operations, stockholders’ equity, and cash flows for each of~~ the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company’s asChief ofExecutive ~~December 31~~Officer, ~~2020~~Darren and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of AmericaDeRosa.

~~Basis~~We ofdo ~~Opinion~~not currently have a separately designated audit, nominating or compensation committee.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeItem ~~conducted~~14. Principal ~~our audit in accordance with standards of the Public Company~~ Accounting ~~Oversight~~Fees ~~Board (United States). Those standards require that we plan~~ and ~~perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error~~Services. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Our~~Audit audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.Fees

~~Critical~~For ~~Audit~~the ~~Matters~~Company’s fiscal years ended December 31, 2021 and 2020, we were billed $36,100 and $25,000, respectively, for professional services rendered for the audit and review of our financial statements.

~~The~~Audit ~~critical~~Related audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.Fees

~~Deferred~~There ~~Tax~~were ~~Assets~~$12,000, and $9,000 in fees billed for audit related services for the years ended December 31, 2021 and 2020, respectively.

As discussed in notes 2 and 12 to the consolidated financial statements, as at December 31, 2020 the Company recorded deferred tax assets of $325,807 relating to tax losses incurred in certain jurisdictions and temporary differences. The Company has determined it is more likely than not that some portion of the deferred tax asset will not be realized.19

~~The~~Table ~~principal~~of considerations for our determination that performing procedures relating to the deferred tax asset and valuation allowance is a critical audit matter are the significant judgement by management in determining the valuation allowance, this in turn led to significant auditor judgement in performing procedures and evaluating audit evidence.Contents

~~Addressing~~Tax the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinions on the financial statements. These procedures included 1) testing the tax reconciliation to the annual corporate tax filings, 2) evaluating the appropriateness and consistency of management’s methods and assumptions used in identification, recognition, measurement and disclosure of the income tax net operating loss deferred asset and valuation allowance and 3) evaluating the reasonableness of management’s estimates by considering how tax law, including statutes and regulations impacted management’s judgement.Fees

/The Company prepares its own income tax returns and therefore, for the Company’s/ ~~Boyle~~fiscal ~~CPA~~years ended December 31, ~~LLC~~2021 and 2020, we were billed $0 and $0, respectively, for services rendered for tax compliance, tax advice, and tax planning.

WeAll ~~have~~Other ~~served as the Company’s auditor since 2019~~Fees

~~Red~~The ~~Bank~~Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, NJ2021 and 2020.

~~September~~We ~~24,~~do ~~2021~~not have an audit committee. Our entire Board pre-approves all services provided by our independent auditors.

	331 Newman Springs Road	P (732) 784-1582
	Building 1, 4th Floor, Suite 143	F (732) 510-0665
	Red Bank, NJ 07701

~~F-1~~PART IV

~~STERLING~~Item ~~CONSOLIDATED CORP~~15. Exhibits, ~~AND~~Financial ~~SUBSIDIARIES~~Statement Schedules.

~~CONSOLIDATED~~(a) ~~BALANCE~~The ~~SHEETS~~following documents are filed as part of this report:

	December 31,			December 31,
	2020			2019
ASSETS
Current assets
Cash and cash equivalents	$	171,818		$	106,348
Account receivable, net		1,177,928			1,384,439
Inventory, net		3,045,718			3,337,843
Notes receivable and other current assets		20,847			63,582
Total current assets		4,416,311			4,892,212
Property and equipment, net		1,448,071			1,536,519
Intangible assets, net		91,284			105,284
Deferred tax asset		325,807			374,193
Total assets	$	6,281,473		$	6,908,208
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	1,042,828		$	1,341,865
Asset-based line of credit		896,913			1,044,386
Other liabilities		5,330			5,330
Current portion of long-term notes payable, rel. party		52,702			52,702
Current portion of long-term notes payable		257,610			138,257
Total current liabilities		2,255,383			2,582,540
Other liabilities
Long-term notes payable, related party		749,074			1,193,686
Long-term notes payable		1,839,488			1,619,175
Total other liabilities		2,588,562			2,812,861
Total liabilities		4,843,945			5,395,401
Stockholders' equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued		-			-
Common stock, $0.001 par value; 200,000,000 shares authorized, 47,284,689 shares issued and outstanding as of December 31, 2020 and December 31, 2019.		47,285			47,285
Additional paid-in capital		2,569,249			2,569,249
Accumulated deficit		(1,179,006	)		(1,103,727	)
Total stockholders' equity		1,437,528			1,512,807
Total liabilities and stockholders' equity	$	6,281,473		$	6,908,208

(1)	Financial Statements and Reports of Independent Registered Public Accounting Firm, which are set forth in the index to Consolidated Financial Statements on pages F-1 through F-of this report.

~~See accompanying notes to consolidated financial statements~~

F-2


Reports of Independent Registered Public Accounting Firm —		F-1
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Stockholders’ Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7 through F-15

~~STERLING CONSOLIDATED CORP AND SUBSIDIARIES~~

~~CONSOLIDATED~~(2) ~~STATEMENTS~~Financial OFStatement ~~OPERATIONS~~Schedule: None.

	For the Years Ended December 31,
	2020			2019
Revenues
O-rings and rubber product sales	$	8,618,587		$	9,407,123
Freight services		195,515			191,514
Total revenues		8,814,102			9,598,637
Cost of sales
Cost of goods		6,533,963			7,061,562
Cost of services		245,443			302,239
Total cost of sales		6,779,406			7,363,801
Gross profit		2,034,696			2,234,836
Operating expenses
Sales and marketing		317,804			155,250
General and administrative		1,578,269			1,621,203
Research and development		-			26,000
Total operating expenses		1,896,073			1,802,453
Operating income		138,623			432,383
Other income (expense)
Other		11,928			(22,456	)
Loss on theft		(10,000	)		-
Interest expense		(162,891	)		(194,291	)
Total other expense		(160,963	)		(216,747	)
Income (loss) before provision for income taxes		(22,340	)		215,636
Provision for income taxes		52,939			3,456
Net income (loss)	$	(75,279	)	$	212,180
Net income (loss) per share of common stock:
Basic and diluted	$	0.00		$	0.00
Weighted average number of shares outstanding
Basic and diluted		47,284,689			46,528,787

(3)

Exhibits

~~See accompanying notes to consolidated financial statements~~

F-3


EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Incorporation (1)
4.1		Description of Securities
3.2		By-Laws (2)
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

~~STERLING~~(1) ~~CONSOLIDATED~~Incorporated ~~CORP~~by reference to the registration statement filed with the Securities and Exchange Commission on August 10, 2012.

~~CONSOLIDATED~~(2) ~~STATEMENT~~Incorporated OFby ~~STOCKHOLDERS'~~reference ~~EQUITY~~to the registration statement filed with the Securities and Exchange Commission on January 18, 2013.

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2019		47,284,689	$	47,285	$	2,569,249	$	(1,103,727	)	$	1,512,807
Net loss for the year ended December 31, 2020								(75,279	)		(75,279	)
Balance, December 31, 2020		47,284,689	$	47,285	$	2,569,249	$	(1,179,006	)	$	1,437,528
Balance, December 31, 2018		41,965,540	$	41,966	$	2,074,568	$	(1,315,907	)	$	800,627
Shares issued to acquire F&S Distributors, Inc.		5,319,149		5,319		494,681					500,000
Net income for the year ended December 31, 2019								212,180			212,180
Balance, December 31, 2019		47,284,689	$	47,285	$	2,569,249	$	(1,103,727	)	$	1,512,807

+	In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

~~F-4~~

~~STERLING CONSOLIDATED CORP AND SUBSIDIARIES~~20

~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF CASH FLOWS~~Contents

	For the Years Ended December 31,
	2020			2019
Cash flows from operating activities
Net income (loss)	$	(75,279	)	$	212,180
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		102,448			110,716
Changes in operating assets and liabilities:
Accounts receivable		206,511			(129,338	)
Inventory		292,125			(159,313	)
Prepaids and other current assets		42,735			(11,138	)
Deferred tax asset		48,386			(64,673	)
Accounts payable and accrued interest payable		(299,037	)		(49,387	)
Other liabilities		-			4,991
Net cash provided by (used in) operating activities		317,889			(85,962	)
Cash flows from investing activities
Net cash paid for acquisition of business		-			(380,000	)
Net cash used in investing activities		-			(380,000	)
Cash flows from financing activities
Paydown on asset-based line of credit		(147,473	)		(731,066	)
Net borrowing on notes payable		339,666			1,741,855
Net paydown on related party note		(444,612	)		(470,513	)
Net cash (used in) provided by financing activities		(252,419	)		540,276
Net change in cash and cash equivalents		65,470			74,314
Cash and cash equivalents at the beginning of period		106,348			32,034
Cash and cash equivalents at the end of period	$	171,818		$	106,348
Supplemental disclosures of cash flow information:
Cash paid for interest	$	162,891		$	194,291
Cash paid for taxes	$	1,338		$	2,191
Supplemental non-cash investing and financing activities:
Common stock issued for business acquisition	$	-		$	500,000
Note payable issued for business acquisition	$	-		$	100,000

SIGNATURES

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

F-5

Date: July 15, 2022	STERLING CONSOLIDATED CORP.

	By:	/s/ Darren DeRosa
		Darren DeRosa,
		Chief Executive Officer
		(Duly Authorized, Principal Executive Officer)

~~STERLING CONSOLIDATED CORP. AND SUBSIDIARIES~~

~~NOTES~~Pursuant TOto ~~CONSOLIDATED~~the ~~FINANCIAL~~requirements ~~STATEMENTS~~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.

DECEMBER 31, 2020 AND 2019

Signature	Title	Date

/s/ Darren DeRosa	Chief Executive Officer	July 15, 2022
Darren DeRosa	(Principal Executive Officer)

/s/ Scott Chichester	Chief Financial Officer	July 15, 2022
Scott Chichester	(Principal Financial and Accounting Officer)

/s/ Angelo DeRosa	Chairman of the Board	July 15, 2022
Angelo DeRosa

~~NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION~~

On June 8, 2012, in expectation of going public, a share exchange was effected in which Sterling Consolidated Corp., delivered 30,697,040 shares to shareholders of Sterling Seal and Supply, Inc. (“Sterling Seal”); 1,500,000 shares to the shareholders of Integrity Cargo Freight Corporation (“Integrity”); 540,000 shares to the members of Q5 Ventures, LLC (“Q5”) and 1,080,000 shares to the members of ADDR Properties, Inc. (“ADDR”). The existing shareholders of Sterling Consolidated Corp (“Sterling Consolidated” or “the Company”) retained 2,880,000 shares resulting in a total of 36,697,040 shares outstanding post-share exchange. The resultant structure is such that Sterling Consolidated is effectively a holding corporation with 100 percent ownership of Sterling Seal and Supply, Inc., Integrity, Q5 and ADDR. The consolidated financial statements presented herein are presented as if the share exchange had occurred at January 1, 2011.

~~Sterling Seal and Supply, Inc.~~21

~~Sterling~~Table ~~Seal~~of and Supply, Inc. (“Sterling Seal”) is a New Jersey corporation founded in 1997 which distributes O-rings and other rubber products worldwide. Since 1980, Sterling and its predecessor, Sterling Plastic and Rubber Products, Inc. (founded in 1969), has been importing products from China for distribution. Sterling Seal focuses on quality and service by initially proving itself as a 2nd or 3rd source vendor.Contents

~~Integrity~~STERLING ~~Cargo~~CONSOLIDATED ~~Freight Corporation~~CORP.

OnREPORTS ~~January 4,~~OF ~~2008,~~INDEPENDENT the principals of Sterling Seal founded Integrity Cargo Freight Corporation (“Integrity”) as a New Jersey Corporation. Integrity is a cargo and freight company that currently manages the importing of Sterling’s products from Asia and export to various other countries. In addition to providing freight forwarding services for the Company, Integrity has third-party customers. Integrity targets the Company’s customer base market but is able to acquire additional customers through the use of agents. Freight forwarding revenues and expenses are included in the operating income on the consolidated statement of operations presented herein.REGISTERED

~~ADDR~~PUBLIC ~~Properties,~~ACCOUNTING ~~LLC~~FIRM

ADDR Properties, LLC (“ADDR”) is a New Jersey limited liability company (“LLC”) formed on September 17, 2010 as a real estate holding company. ADDR owns a 28,000 square foot warehouse facility in Neptune, NJ and is occupied 90% by Sterling Seal to conduct its operations.AND

~~The~~CONSOLIDATED ~~second~~FINANCIAL property managed through ADDR was an investment property in Cliffwood Beach, NJ and was previously occupied by Sterling before the Company moved to its current location. Previously the Company rented this commercial space to other tenants, but sold the property in March of 2016. Rental revenues and expenses are included in other income on the consolidated statements of operations presented herein.STATEMENTS

Q5For ~~Ventures,~~the ~~LLC~~Years Ended

~~Q5 Ventures, LLC is a Florida LLC formed on September~~December 631, ~~2006.~~ ~~The~~2021 ~~LLC owns the commercial building in Florida from which the Florida division of Sterling operates. The 5,000 square foot facility was designed~~ and ~~built for the Company’s operations in 2008.~~2020

~~NOTE~~TABLE ~~2 – SUMMARY~~ OF ~~SIGNIFICANT ACCOUNTING POLICIES~~CONTENTS

~~Principles of Consolidation~~

These consolidated financial statements include the accounts of Sterling Consolidated Corp. and its four wholly-owned subsidiaries. The subsidiaries were acquired by Sterling Consolidated Corp. through a share exchange agreement effected on June 8, 2012. The consolidated financial statements presented herein, are presented as if the business combination via share exchange and the stock split in Sterling Seal and Supply, Inc. were effective at the beginning of the periods being reported on. ADDR, Integrity, Q5 and Sterling Seal were under the control of Angelo DeRosa and/or Darren DeRosa for the periods being reported on. All significant intercompany transactions have been eliminated. Hereafter the consolidated accounts of Sterling Consolidated Corp and its subsidiaries are referred to as “the Company”.

Reports of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 through F-15

~~F-6~~

~~Use of Estimates~~

~~Cash~~Table ~~and~~of ~~Cash Equivalents~~Contents

~~For~~Boyle ~~purposes of the statement of cash flows~~CPA, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At times, balances in a single bank account may exceed federally insured limits.LLC

~~Accounts~~Certified ~~Receivable~~Public Accountants & Consultants

Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. The Company’s accounts receivable is presented net of allowances and was $1,177,928 and $1,384,439 as of December 31, 2020 and 2019, respectively.

~~Inventories~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Inventories,~~To ~~which are comprised of finished goods, are stated at~~ the ~~lower~~Shareholders ~~of cost (based on the first-in, first-out method) or net realizable value. Cost does not include shipping~~ and handling fees, which are charged directly to income. The Company provides for estimated losses from obsolete or slow-moving inventories, and writes down the cost of inventory at the time such determinations are made. Reserves are estimated based upon inventory on hand, historical sales activity, industry trends, the business environment and the expected net realizable value. The net realizable value is determined based upon current awareness of market prices. The Company recorded an inventory reserve of $731,192 and $731,192 as of December 31, 2020 and 2019, respectively.

Inventory Type	December 31, 2020			December 31, 2019
Finished goods	$	3,776,910		$	4,069,035
Raw materials		-			-
Work-in-progress		-			-
Inventory Reserve		(731,192	)		(731,192	)
Net Inventory	$	3,045,718		$	3,337,843

Board of Directors of Sterling Consolidated Corp.

~~Long-Lived Assets~~

~~Long-lived~~Opinion ~~assets~~on ~~are reviewed for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~Financial amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were $0 and $0 impairments of long-lived assets during the years ended December 31, 2020 and 2019, respectively.Statements

~~F-7~~

~~Property~~We have audited the accompanying consolidated balance sheets of Sterling Consolidated Corp. (the “Company”) as of December 31, 2021 and ~~Equipment~~2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Property and equipment are carried at historical cost of construction or purchase. Expenditures for maintenance and repairs are charged to operations as incurred. Renewals and betterments that materially extend the life of the assets are capitalized. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. The Company allocates 50% of its depreciation and amortization expenses to cost of sales.

~~Depreciation~~Basis ~~is computed for consolidated financial statement purposes on a straight-line basis over estimated useful lives~~ of ~~the related assets. The estimated useful lives of depreciable assets are:~~Opinion

Classification		Estimated Useful Lives
Building and leasehold improvements		10 – 40 years
Machinery and equipment		5 – 10 years
Furniture and fixtures		5 – 10 years
Vehicles		10 years
Software		3 years

~~Segment~~These ~~Reporting~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

ASC 280-10 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief decision maker in deciding how to allocate resources and in assessing performance. The Company has one main segment: O-rings and rubber products. Additionally, it has activities in freight services and rental services however, these activities are immaterial to the overall endeavor and therefore, segment information is not presented.

~~Revenue~~We ~~Recognition~~conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

The Company recognizes revenue based on Account Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). In the case of Sterling, revenue is recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.. For provision of third-party freight services provided by Integrity, revenue is recognized on a gross basis in accordance with ASC 606. Revenue is generally recognized when the contracted goods arrive at their destination point. When revenues and expenses straddle a period end due to the time between shipment and delivery, Integrity allocates revenue between reporting periods based on relative transit time in each period with expenses recognized as incurred. Cost of goods is comprised of sale of o-rings and related rubber products. Freight services is comprised of freight forwarding and related services earned by Integrity and rental services is comprised of revenue from rental of commercial space to third parties.

~~Cost~~Our audit included performing procedures to assess the risks of ~~Sales~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Cost of goods includes inventory costs, warehousing costs, direct labor and a depreciation allocation. Cost of inbound freight of $239,100 and $567,699 for the years ended December 31, 2020 and 2019, respectively, is included in cost of goods on the Statements of Operations.

~~Costs~~Critical ofAudit services include direct costs for freight services and rental activities. The direct costs include agent fees, trucking, air and ocean freight and customs fees for the freight services and repairs and maintenance and property taxes for the rental activities. Additionally, cost of services includes direct labor for freight services.Matters

~~Income Taxes~~

~~Sterling~~The ~~Seal~~critical ~~and~~audit ~~Integrity's~~matters ~~S-Corporation~~communicated ~~election terminated~~below ~~effective~~are ~~January 1,~~matters ~~2012~~arising infrom ~~connection~~the ~~with~~current ~~the~~period ~~expectation~~audit of the ~~initial~~consolidated ~~public~~financial ~~offering~~statements ofthat ~~the~~were ~~Company’s~~communicated ~~common stock~~or inrequired ~~2012.~~to ~~From~~be ~~Sterling~~communicated ~~Seal~~to ~~and~~the ~~Integrity's~~audit ~~inception~~committee ~~in 1997~~ and ~~2008,~~that: ~~respectively,~~(1) ~~the~~relate ~~Companies~~to ~~were~~accounts ~~not~~or ~~subject~~disclosures that are material to ~~federal and~~the ~~state~~consolidated ~~income~~financial ~~taxes~~statements asand ~~they~~(2) ~~were~~involved ~~operating~~our ~~under~~especially anchallenging, ~~S-Corporation~~subjective, ~~election~~or complex judgments. AsThe communication of ~~January 1,~~ ~~2012,~~critical ~~the~~audit ~~both~~matters ~~Sterling~~does ~~and Integrity~~not ~~became~~alter ~~subject~~in toany ~~corporate~~way ~~federal~~our ~~and~~opinion ~~state~~on ~~income~~the ~~taxes. The~~ consolidated financial statements, ~~presented~~taken ~~herein~~as a whole, and we are ~~presented~~ asnot, ifby ~~all~~communicating ~~consolidating~~the ~~entities~~critical ~~were~~audit ~~subject~~matters tobelow, ~~C-corporation~~providing ~~federal~~separate ~~and~~opinions ~~state~~on ~~income~~the ~~taxes~~critical ~~for~~audit matters or on the ~~periods~~accounts ~~presented~~or disclosures to which they relate.

~~F-8~~

~~Under~~Deferred ~~the~~Tax asset and liability method prescribed under ASC 740, Income Taxes, The Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.Assets

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2020 and 2019, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The tax years 2017 and 2018 and 2019 are subject to federal and state tax examination under the current statutes.

~~Fair~~As ~~Value~~discussed ~~Measurements~~in notes 2 and 11 to the consolidated financial statements, as at December 31, 2020 the Company recorded deferred tax assets of $199,655 relating to temporary differences. The Company has determined it is more likely than not that some portion of the deferred tax asset will not be realized.

331 Newman Springs Road	P (732) 784-1582
Building 1, 4^th Floor, Suite 143	F (732) 510-0665
Red Bank, NJ 07701

~~§ Level~~ F-1 ~~– observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.~~

§Table ~~Level~~of ~~2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc…).~~Contents

~~§ Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).~~

The ~~Company’s~~principal ~~adoption~~considerations offor ~~FASB~~our ~~ASC~~determination ~~Topic 825,~~that ~~effectively~~performing atprocedures relating to the ~~beginning~~deferred oftax asset and valuation allowance is a critical audit matter are the ~~second~~significant ~~quarter~~judgement by management in FYdetermining ~~2010~~the valuation allowance, ~~did~~this ~~not~~in ~~have~~turn aled ~~material~~to ~~impact~~significant onauditor ~~the~~judgement ~~company’s~~in ~~consolidated financial~~performing ~~statements~~procedures and evaluating audit evidence.

~~F-9~~Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinions on the financial statements. These procedures included 1) testing the tax reconciliation to the annual corporate tax filings, 2) evaluating the appropriateness and consistency of management’s methods and assumptions used in identification, recognition, measurement and disclosure of the income tax net operating loss deferred asset and valuation allowance and 3) evaluating the reasonableness of management’s estimates by considering the realization of past managements’ estimates of deferred taxes and how tax law, including statutes and regulations impacted management’s judgement.

~~Concentration of Credit Risk~~

As/s/ ofBoyle ~~December 31~~CPA, 2020 and 2019 one (1) customer represented 3.3% and 8.94% of accounts receivable, respectively. One (1) customer accounted for 6.4% and 5.7% of sales for the years ended December 31, 2020 and December 31, 2019, respectively.LLC

~~Basic~~We ~~and~~have ~~Diluted~~served ~~Earnings~~as ~~(Loss)~~the ~~per~~Company’s ~~Share~~auditor since 2019

~~Basic~~Red earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPSBank, the period end stock price is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.NJ

~~Reclassification~~July 15, 2022

~~Certain~~(PCAOB ~~balances~~ID: ~~in previously issued financial statements have been reclassified to be consistent with the current period presentation.~~6285)

~~Recently Issued Accounting Standards~~

On January 1, 2019, the Company adopted a new accounting standard issued by the Financial Accounting Standards Board (“FASB”) on accounting for leases using the modified retrospective method. This new accounting standard requires a lessee to recognize an asset and liability for most leases on its balance sheet. The Company elected the optional transition method that allowed for a cumulative-effect adjustment to the opening balance of retained earnings recorded on January 1, 2019 and did not restate previously reported results in the comparative periods. The Company also elected the package of practical expedients, which among other things, allowed it to carry forward its historical lease classification. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients', which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We elected all of the new standard's available transition practical expedients that are applicable. The new standard also provides practical expedients for an entity's ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Adoption of the lease standard did not have a material impact on the Company’s financial statements or results of operations.

~~NOTE 3 – PROPERTY AND EQUIPMENT~~

	2020		2019
Land, building & leasehold improvements	$	1,828,870	$	1,828,870
Machinery and equipment		1,005,090		1,005,090
Vehicles		220,481		220,481
Total property and equipment		3,054,441		3,054,441
Less: accumulated depreciation		1,606,370		1,517,922
Property and equipment, net	$	1,448,071	$	1,536,519

F-10

331 Newman Springs Road	P (732) 784-1582
Building 1, 4^th Floor, Suite 143	F (732) 510-0665
Red Bank, NJ 07701

~~Depreciation expense included as a charge to income for the years ended December 31, 2020 and 2019 was $88,488 and $97,095 respectively.~~F-2

~~NOTE~~Table 4of ~~– INTANGIBLE ASSETS~~Contents

~~Intangible~~STERLING ~~assets~~CONSOLIDATED ~~consist~~CORP ofAND goodwill and of the unamortized portion of identified intangible assets (customer lists) recorded in connection with the asset acquisition. The following table presents the detail of intangible assets for the periods presented:SUBSIDIARIES

	December 31,			December 31,
	2020			2019
Identified intangible assets (customer lists)		340,097			340,097
Impairment of customer lists		(135,773	)		(135,773	)
Accumulated amortization		(113,040	)		(99,040	)
Intangible assets, net	$	91,284		$	105,284
Weighted-average remaining life		6 years			7 years

CONSOLIDATED BALANCE SHEETS

~~Amortization expense on definite-lived intangible assets (excluding goodwill) included as a charge to income was $14,000 and $13,621 for the years ended December 31, 2020 and 2019, respectively.~~

NOTE 5 – BUSINESS ACQUISITION


	December 31,		December 31,
	2021		2020
ASSETS
Current assets
Cash and cash equivalents	$	569,281	$	171,818
Account receivable, net		1,474,570		1,177,928
Inventory, net		3,352,663		3,045,718
Notes receivable and other current assets		171,674		20,847
Total current assets		5,568,188		4,416,311

Property and equipment, net		918,115		1,448,071
Intangible assets, net		77,284		91,284
Deferred tax asset		199,655		325,807

Total assets	$	6,763,242	$	6,281,473
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	1,422,031	$	1,042,828
Asset-based line of credit		401,053		896,913
Other liabilities		50,332		5,330
Current portion of long-term notes payable, related party		52,702		52,702
Current portion of long-term notes payable		39,858		257,610
Total current liabilities		1,965,976		2,255,383

Other liabilities
Long-term notes payable, related party		767,159		749,074
Long-term notes payable		1,691,728		1,839,488
Total other liabilities		2,458,887		2,588,562

Total liabilities		4,424,863		4,843,945

Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued		—		—
Common stock, $0.001 par value; 200,000,000 shares authorized, 47,284,689 shares issued and outstanding as of December 31, 2021 and December 31, 2020.		47,285		47,285
Additional paid-in capital		2,569,249		2,569,249
Common stock subscribed		93,000		—
Accumulated deficit		(371,155)		(1,179,006)
Total stockholders’ equity		2,338,379		1,437,528

Total liabilities and stockholders’ equity	$	6,763,242	$	6,281,473

On February 12, 2019 the Company acquired F & S Distributors, Inc., a New Jersey, distributor of o-rings and rubber products. The consideration paid consisted of $300,000 cash and 5,319,149 shares of common stock that were valued at $500,000 on the date of acquisition and a note payable carried by the seller, for $100,000 payable in two equal installments of $50,000 paid 12 months after closing and another $50,000 paid 18 months after closing. The acquisition was accounted for under the purchase method of accounting.

~~The~~See ~~following~~accompanying ~~assets~~notes ~~and~~to ~~liabilities~~consolidated ~~were~~financial ~~acquired as part of the transaction:~~statements

Assets Acquired
Cash	$	20,000
Accounts receivable		312,418
Inventory		763,822
Inventory reserve		(145,428	)
Security deposit		9,961
Client list		50,000
Equipment		2,000
Total assets acquired		1,012,773
Liabilities Acquired
Accounts payable		112,773
Net Assets Acquired	$	900,000

F-113

~~NOTE~~Table 6of ~~– LINES OF CREDIT~~ Contents

OnSTERLING ~~December~~CONSOLIDATED ~~19,~~CORP ~~2018,~~AND the Company entered into a Loan Agreement with Access Capital, Inc. (“Access Capital”). Pursuant to the agreement, Access Capital provided the Company with asset based financing of up to $2.5 million based on a formulaic review and analysis of the Company’s accounts receivable and inventory. The loan carries a variable interest rate of 1.50% above the prime rate, the prime rate shall mean the prime or “Base Rate” of Citibank. The loan incurs an annual fee equal to 1% of the Capital Availability Amount on the Closing Date and on each anniversary of the Closing Date. The loan maturity is three years from the date on which any Company first received the proceeds of the initial Advances. At December 31, 2020 and 2019, the Company had $896,913 and $1,044,386 outstanding on this loan agreement. SUBSIDIARIES

~~NOTE~~CONSOLIDATED 7–STATEMENTS ~~NOTES~~OF ~~PAYABLE AND DEBT~~OPERATIONS

~~At December 31, 2020 and 2019, long-term debt consisted of the following:~~

	December 31, 2020				December 31, 2019

Mortgage payable, due in monthly installments of principal and interest. Interest is charged at a fixed rate of 5.00%. Secured by the assets of the Company and personal guarantee of the Chairman of the Board and the CEO. The note is amortized over a 20-year period but has a 5-year maturity, which will require refinancing in November of 2024.	$	1,613,439			$	1,645,784
	For the Twelve Months Ended
Note payable related to F&S acquisition.		0				100,000
	December 31,
Vehicle loan secured by the vehicle, maturing on September 8, 2022. Interest is charged at 3.99% per annum.		7,559				11,648
	2021			2020
EIDL Loan, 30-year maturity, due May 2050, 3.75 fixed interest		150,000				0
Revenues
SBA PPP Loan, 2-year term, 1% interest		326,100				0
O-rings and rubber product sales	$	9,929,021		$	8,618,587
Total long-term debt		2,097,098				1,757,432
Freight services		515,610			195,515
Less current portion of long-term debt		(257,610	)			(138,257	)
Total revenues		10,444,631			8,814,102
Long-term debt	$	1,839,488			$	1,619,175

Cost of sales
Cost of goods		7,028,101			6,533,963
Cost of services		678,843			245,443
Total cost of sales		7,706,944			6,779,406

Gross profit		2,737,687			2,034,696

Operating expenses
Sales and marketing		291,769			317,804
General and administrative		1,884,921			1,578,269
Total operating expenses		2,176,690			1,896,073

Operating income		560,997			138,623

Other income (expense)
Other		11,928			11,928
Loss on theft		—			(10,000)
Interest expense		(144,345)			(162,891)
Gain on sale of real estate		225,330			—
Gain on PPP loan forgiveness		326,100			—
Total other income (expense)		419,013			(160,963)

Income before provision (benefit) for income taxes		980,010			(22,340)

Provision for income taxes		172,159			52,939

Net income (loss)	$	807,851		$	(75,279)

Net income (loss) per share of common stock:
Basic	$	0.02		$	(0.00)
Fully diluted	$	0.01		$	(0.00)
Weighted average number of shares outstanding
Basic		47,284,689			47,284,689
Fully diluted		57,584,689			57,584,689

~~F-12~~

~~Future~~See ~~minimum~~accompanying ~~principal~~notes ~~payments due in each of the years subsequent~~ to ~~December 31,~~consolidated ~~2020~~financial ~~are as follows:~~statements

Years Ending December 31	Future Minimum Principal Payments
2021	$	257,610
2022		113,977
2023		40,393
2024		41,523
2025		1,643,595
Total	$	2,097,098

~~For the years ended December 31, 2020 and 2019, respectively, the Company recognized $ and $550 in interest expense on long~~F-~~term debt.~~4

~~NOTE~~Table 8of ~~– NOTES PAYABLE, RELATED PARTIES~~Contents

~~Throughout~~STERLING ~~the~~CONSOLIDATED history of the Company, the Chairman, Angelo DeRosa has periodically loaned the company money. The loan has a twenty-year term maturing on December 31, 2031 and calls for principal and simple interest to be paid at various yearly intervals at the rate of three percent. For the year ended December 31, 2019, the Company accrued interest of $45,719, paid $566,233, leaving an ending balance on the note of $1,246,388. For the year ended December 31, 2020, the Company accrued interest of $31,778 and made cash repayments of $476,390 on the related party note, leaving an ending balance on the note of $801,776. CORP

~~NOTE~~CONSOLIDATED 9STATEMENT –OF ~~LEASE~~STOCKHOLDERS’ ~~COMMITMENTS~~EQUITY

~~The Company owns its offices and warehouse facilities in New Jersey.~~

The future minimum lease payments in the years subsequent to December 31, 2020 are as follows:


	Common Stock			Common Stock		Additional		Accumulated
	Shares	Amount		Subscribed		Paid-in Capital		Deficit		Total
Balance, December 31, 2019	47,284,689	$	47,285	$	—	$	2,569,249	$	(1,103,727)	$	1,512,807

Net income for the year ended December 31, 2020									(75,279)		(75,279)

Balance, December 31, 2020	47,284,689	$	47,285	$	—	$	2,569,249	$	(1,179,006)	$	1,437,528
Balance, December 31, 2020	47,284,689	$	47,285	$	—	$	2,569,249	$	(1,179,006)	$	1,437,528
Net income for the year ended December 31, 2021									807,851		807,851
Exercise of executive stock option					93,000						93,000

Balance, December 31, 2021	47,284,689	$	47,285	$	93,000	$	2,569,249	$	(371,155)	$	2,338,379

	2021		2022		2023		Total
Vehicles	$	0	$	0	$	0	$	0
Property		0		0		0		0
Subtotal	$	0	$	0	$	0	$	0

~~NOTE 10 – RETIREMENT PLAN~~

The Company maintains a defined contribution retirement plan for the benefit of eligible employees. The Company has frozen the retirement plan indefinitely. No employer contributions will be made until the plan is reactivated. As of December 31, 2020 and 2019, $0 and $0 was owed under the defined contribution retirement plan, respectively.

~~NOTE 11 – STOCKHOLDERS’ EQUITY~~F-5

~~The~~Table ~~Company has authorized 200,000,000 shares~~ of common stock with par value of $0.001. As of December 31, 2020 and 2019 the Company had 47,284,689 and 47,284,689 shares of common stock issued and outstanding, respectively. On May 18, 2012, the Company authorized the issuance of 10,000,000 shares of preferred stock with a par value of $0.001. No shares of preferred stock have been issued as of the date of this filing.Contents

~~The~~STERLING ~~holders~~CONSOLIDATED ofCORP ~~the~~AND Company’s common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.SUBSIDIARIES

~~F-13~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~In 2019, the Company issued 5,319,149 shares of stock for the acquisition of F&S Distributors, Inc.~~

NOTE 12 – INCOME TAXES


	For the Year Ended
	December 31,
	2021		2020
Cash flows from operating activities
Net income (loss)	$	807,851	$	(75,279)
Adjustments to reconcile net income (loss) income to net cash provided by operating activities:
Depreciation and amortization		56,786		102,448
Forgiveness on PPP Loan		(326,100)		—
Gain on sale of real estate		(225,330)		—
Changes in operating assets and liabilities:
Accounts receivable		(296,642)		206,511
Inventory		(306,945)		292,125
Prepaids and other current assets		(150,827)		42,735
Deferred tax asset		126,152		48,386
Accounts payable and accrued interest payable		472,203		(299,037)
Other liabilities		45,002		—
Net cash provided by operating activities		202,150		317,889

Cash flows from investing activities
Proceeds from sale of real estate		712,500		—
Net cash provided by investing activities		712,500		—

Cash flows from financing activities
Net paydown on asset-based line of credit		(495,860)		(147,473)
Net (paydown) borrowing on notes payable		(39,412)		339,666
Net loan by (paydown to) related party		18,085		(444,612)
Net cash used in financing activities		(517,187)		(252,419)

Net change in cash and cash equivalents		397,463		65,470

Cash and cash equivalents at the beginning of period		171,818		106,348

Cash and cash equivalents at the end of period	$	569,281	$	171,818

Supplemental disclosures of cash flow information:
Cash paid for interest	$	144,345	$	162,891
Cash paid for taxes	$	—	$	1,338

~~The Company’s deferred tax assets and liabilities consist of the following:~~

	December 31,			December 31,
	2020			2019
Current Assets and Liabilities:
Provision for doubtful accounts	$	32,656		$	32,656
Net operating loss carryforward		123,653			185,841
Vacation Accrual		4,796			2,612
R&D Credits		277,000			277,000
Total		438,105			498,109
Valuation Allowance		(165,173	)		(165,173	)
Current Deferred Tax Asset, net		272,932			332,936
Noncurrent Assets and Liabilities:
Depreciation		3,142			(10,777	)
Goodwill		49,733			52,034
Total		52,875			41,257
Valuation Allowance		-			-
Noncurrent Deferred Tax Asset, net	$	325,807		$	374,193
Total Deferred Tax - Asset, net	$	325,807		$	374,193

See accompanying notes to consolidated financial statements

~~The provisions for income taxes for the years ending December 31 consist of the following:~~

	December 31,
	2020		2019
Deferred tax expense	$	48,386	$	64,673
Current provision		4,553		(61,217	)
Total provision for Income Taxes	$	52,939	$	3,456

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax strategies in making this assessment.F-6

~~The~~Table ~~Company accounts for uncertain tax positions based upon authoritative guidance that prescribes a recognition and measurement process for financial statement recognition and measurement~~ of ~~a tax position taken or expected to be taken in a tax return (ASC 740-10). The guidance also provides direction on derecognition and classification of interest and penalties.~~Contents

~~Management~~STERLING ~~has~~CONSOLIDATED ~~evaluated and concluded that there are no material uncertain tax positions requiring recognition in the financial statements for the year ended December 31, 2019~~CORP. ~~The Company’s~~ ~~policy~~AND ~~is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, general and administrative expenses.~~SUBSIDIARIES

~~F-14~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~DECEMBER 31, ~~items~~2021 ~~accounting~~AND ~~for the difference between income taxes computed at the federal statutory rate and the provision for income taxes as follows:~~2020

	2020						2019
	Amount			Impact on Rate			Amount			Impact on Rate
Income tax at federal rate	$	(4,628	)		(21.00	)%	$	45,284			21.00	%
State tax, net of Federal effect		(1,543	)		(7.00	)%		15,095			7.00	%
Total permanent differences		0			-	%		0			-	%
Effect of 2018 Tax Law and Temporary Diff		0			-	%		0			0.00	%
NOL deduction		59,110			265.00	%		(56,923	)		(26.40	)%
Tax credits		-			0.00	%		-			0.00	%
Valuation allowance		-			0.00	%		-			0.00	%
Total Provision	$	52,939			237.00	%	$	3,456			1.60	%

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

~~NOTE~~On 13June 8, –2012, ~~COMMITMENTS~~in ~~AND~~expectation ~~CONTINGENCIES~~of going public, a share exchange was effected in which Sterling Consolidated Corp., delivered 30,697,040 shares to shareholders of Sterling Seal and Supply, Inc. (“Sterling Seal”); 1,500,000 shares to the shareholders of Integrity Cargo Freight Corporation (“Integrity”); 540,000 shares to the members of Q5 Ventures, LLC (“Q5”) and 1,080,000 shares to the members of ADDR Properties, Inc. (“ADDR”). The existing shareholders of Sterling Consolidated Corp (“Sterling Consolidated” or “the Company”) retained 2,880,000 shares resulting in a total of 36,697,040 shares outstanding post-share exchange. The resultant structure is such that Sterling Consolidated is effectively a holding corporation with 100 percent ownership of Sterling Seal and Supply, Inc., Integrity, Q5 and ADDR. The consolidated financial statements presented herein are presented as if the share exchange had occurred at January 1, 2011.

~~The~~Organization, ~~Company~~Nature ~~is party to various legal actions arising in the ordinary course~~ of ~~business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters~~Business, ~~the~~Stock ~~Company’s estimates of the outcomes of such matters and its experience in contesting~~Split, ~~litigating~~ and ~~settling~~Principles ~~similar~~of ~~matters.~~Consolidation

AsSterling ofSeal ~~the~~and ~~date of this report there are no material pending legal proceedings to which the Company is a party or of which any of its property is the subject~~Supply, ~~nor are there any such proceedings known to be contemplated by governmental authorities.~~ Inc.

~~NOTE~~Sterling 14Seal –and ~~SUBSEQUENT~~Supply, Inc. ~~EVENTS~~(“Sterling Seal”) is a New Jersey corporation founded in 1997 which distributes O-rings and other rubber products worldwide. Since 1980, Sterling and its predecessor, Sterling Plastic and Rubber Products, Inc. (founded in 1969), has been importing products from China for distribution. Sterling Seal focuses on quality and service by initially proving itself as a 2nd or 3rd source vendor.

~~COVID-19~~Integrity Cargo Freight Corporation

InOn ~~2021~~January 4, 2008, the ~~Company~~principals ~~continues~~of toSterling beSeal ~~affected~~founded ~~by COVID-19.~~Integrity ~~The~~Cargo ~~COVID-19~~Freight ~~pandemic~~Corporation ~~has~~(“Integrity”) ~~caused~~as usa toNew ~~modify~~Jersey ~~our~~Corporation. ~~business~~Integrity ~~practices~~is ~~(including~~a ~~employee~~cargo ~~travel,~~and ~~employee~~freight ~~work~~company ~~locations,~~that ~~and reduction~~currently ofmanages ~~physical~~the ~~participation~~importing inof ~~meetings,~~Sterling’s ~~events~~products ~~and~~from ~~conferences),~~Asia and weexport ~~may~~to ~~take~~various ~~further~~other ~~actions~~countries. asIn ~~may~~addition beto ~~required~~providing byfreight ~~government authorities~~forwarding orservices ~~that~~for wethe ~~determine~~Company, ~~are~~Integrity inhas third-party customers. Integrity targets the ~~best~~Company’s ~~interests~~customer ofbase ~~our~~market ~~employees,~~but ~~customers~~is ~~and~~able ~~business~~to ~~partners.~~acquire ~~There~~additional iscustomers nothrough ~~certainty~~the ~~that such~~use ~~measures~~of ~~will~~agents. beFreight ~~sufficient~~forwarding torevenues ~~mitigate~~and ~~the~~expenses ~~risks~~are ~~posed~~included byin the ~~virus~~operating orincome ~~otherwise~~on bethe ~~satisfactory~~consolidated tostatement ~~government~~of ~~authorities~~operations presented herein.

~~The~~ADDR ~~extent to which COVID-19 impacts our business~~Properties, ~~results~~ of operations and financial condition will depend on future developments, which are uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the coronavirus outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.LLC

~~COVID-19~~ADDR ~~related~~Properties, ~~financing~~LLC (“ADDR”) is a New Jersey limited liability company (“LLC”) formed on September 17, 2010 as a real estate holding company. ADDR owns a 28,000 square foot warehouse facility in Neptune, NJ and is occupied 90% by Sterling Seal to conduct its operations.

~~PPP~~The ~~Second~~second ~~Draw~~property ~~Note~~managed through ADDR was an investment property in Cliffwood Beach, NJ and was previously occupied by Sterling before the Company moved to its current location. Previously the Company rented this commercial space to other tenants, but sold the property in March of 2016. Rental revenues and expenses are included in other income on the consolidated statements of operations presented herein.

InQ5 ~~March of 2021~~Ventures, Sterling Seal & Supply, Inc. (“Sterling Seal”), a wholly owned subsidiary of Sterling Consolidated Corp. (the “Company”), received loan proceeds in the amount of approximately $326,100 under the Paycheck Protection Program (the “PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (the “SBA”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The unsecured loan (the “PPP Loan”) is evidenced by a promissory note (the “PPP Note”) issued by Sterling Seal, in the principal amount of $326,100 with TrustBank (the “Lender”),LLC

~~F-15~~Q5 Ventures, LLC is a Florida LLC formed on September 6, 2006. The LLC owned the commercial building in Florida from which the Florida division of Sterling operates. The 5,000 square foot facility was designed and built for the Company’s operations in 2008 and was sold in 2021

Under the terms of the PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum with a deferral of payments for the first six months. The term of the PPP Note is five years, though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the amount of the PPP Loan is not forgiven under the PPP, Sterling Seal will be obligated to make equal monthly payments of principal and interest beginning after a six-month deferral period provided in the PPP Note and through March 2026.

The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, Sterling Seal may apply for forgiveness for all or a part of the PPP Loan. The amount of PPP Loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including: (i)NOTE the amount of PPP Loan proceeds that are used by Sterling Seal during the eight-week period after the PPP Loan origination date for certain specified purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 75% of the PPP Loan amount is used for eligible payroll costs; (ii)2 ~~Sterling Seal~~– ~~maintaining~~SUMMARY orOF ~~rehiring~~SIGNIFICANT ~~employees,~~ACCOUNTING and maintaining salaries at certain levels; and (iii) other factors established by the SBA. Subject to the other requirements and limitations on PPP Loan forgiveness, only that portion of the PPP Loan proceeds spent on payroll and other eligible costs during the covered eight-week period will qualify for forgiveness. Although Sterling Seal currently intends to use the entire amount of the PPP Loan for qualifying expenses, no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part.POLICIES

~~The~~Principles ~~PPP Note may be prepaid in part or in full, at any time, without penalty. The PPP Note provides for certain customary events~~ of default, including Sterling Seal’s: (i) failure to make a payment when due under the PPP Note; (ii) breach of the terms of the PPP Note; (iii) default on any other loan with the Lender; (iv) filing of a bankruptcy petition by or against Sterling Seal; (v) reorganization merger, consolidation or other change in ownership or business structure without the Lender’s prior written consent; (vi) adverse change in financial condition or business operation that the Lender believes may affect Sterling Seal’s ability to pay the PPP Note; and (vii) default on any loan or agreement with another creditor, if the Lender believes the default may materially affect Sterling Seal’s ability to pay the PPP Note. Upon the occurrence of an event of default, the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the PPP Note, collect all amounts owing from Sterling Seal, and file suit and obtain judgment against Sterling Seal.Consolidation

~~EIDL~~These ~~Note~~consolidated financial statements include the accounts of Sterling Consolidated Corp. and its four wholly-owned subsidiaries. The subsidiaries were acquired by Sterling Consolidated Corp. through a share exchange agreement effected on June 8, 2012. The consolidated financial statements presented herein, are presented as if the business combination via share exchange and the stock split

Additionally, on May 28, 2020, the Company received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated May 28, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender.F-7

~~Under~~Table ~~the terms~~ of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is 30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company will be obligated to make equal monthly payments of principal and interest beginning on May 28, 2021 through the maturity date of May 28, 2051. The EIDL Note may be prepaid in part or in full, at any time, without penalty.Contents

~~The~~in ~~EIDL~~Sterling ~~Note~~Seal ~~provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the related Loan Authorization~~ and ~~Agreement~~Supply, ~~or other EIDL loan documents; (ii)~~ aInc. ~~default~~were oneffective ~~any~~at ~~other SBA loan; (iii) a sale or transfer of, or failure to preserve or account to SBA’s satisfaction for, any of~~ the ~~collateral~~beginning ~~or its proceeds; (iv) a failure~~ of the ~~Company~~periods orbeing ~~anyone~~reported ~~acting~~ on. ~~its~~ADDR, behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to SBA by the Company or anyone acting on their behalf; (vi) a default on any loan or agreement with another creditorIntegrity, ifQ5 ~~SBA~~and ~~believes~~Sterling ~~the~~Seal ~~default~~were ~~may~~under ~~materially affect~~ the ~~Company’s~~control ~~ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if the Company becomes the subject~~ of aAngelo ~~proceeding~~DeRosa ~~under any bankruptcy~~ and/or ~~insolvency~~Darren ~~law;~~DeRosa ~~(ix) if a receiver or liquidator is appointed~~ for ~~any part of~~ the ~~Company’s~~periods ~~business~~being orreported ~~property;~~on. ~~(x) the~~All ~~making~~significant ofintercompany antransactions ~~assignment~~have ~~for~~been ~~the~~eliminated. ~~benefit~~Hereafter ~~of creditors; (xi) has any adverse change in financial condition or business operation that SBA believes may materially affect~~ the ~~Company’s~~consolidated ~~ability~~accounts to pay the EIDL Note; (xii) effects any reorganization, merger, consolidation, or other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject of aSterling ~~civil~~Consolidated orCorp ~~criminal~~and ~~action~~its ~~that~~subsidiaries ~~SBA~~are ~~believes~~referred ~~may materially affect the Company’s ability~~ to ~~pay~~as “the ~~EIDL Note~~Company”.

~~Repayment~~Use of ~~the EIDL Note was deferred until May of 2022.~~ Estimates

~~Closure~~The preparation of ~~Florida~~consolidated ~~Operations~~financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and ~~Sale~~assumptions that affect the reported amounts of ~~Property~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in management’s estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Significant estimates include the estimated depreciable lives of fixed assets, inventory reserves and allowance for doubtful accounts.

InActual ~~the~~results ~~first~~could ~~quarter~~differ offrom ~~2020,~~those ~~the~~estimates. ~~Company~~The ~~closed down its Florida operations and consolidated the sales accounts with its New Jersey based sales force based out of the~~ Company’s ~~headquarters~~ inconsolidated ~~Neptune,~~financial ~~New~~statements ~~Jersey.~~reflect ~~The~~all ~~Company~~adjustments ~~owned~~that ~~the~~management ~~Florida~~believes ~~property~~are ~~unencumbered~~necessary ~~and~~for ~~sold~~ the ~~property~~fair ~~for~~presentation ~~$712,500~~of ontheir ~~March 30, 2021.~~financial ~~The~~condition ~~closure was an effort to reduce costs~~ and ~~consolidate~~results of operations ~~and~~for ~~was~~the ~~not~~periods ~~related to COVID-19~~presented.

~~F-16~~Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At times, balances in a single bank account may exceed federally insured limits.

Accounts Receivable

Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts is based on management’s assessment of the collectability of specific customer accounts and the aging of the accounts receivables. The Company’s accounts receivable is presented net of allowances and was $1,474,570 and $1,177,928 as of December 31, 2021 and 2020, respectively.

Inventories

Inventories, which are comprised of finished goods, are stated at the lower of cost (based on the first-in, first-out method) or net realizable value. Cost does not include shipping and handling fees, which are charged directly to income. The Company provides for estimated losses from obsolete or slow-moving inventories, and writes down the cost of inventory at the time such determinations are made. Reserves are estimated based upon inventory on hand, historical sales activity, industry trends, the business environment and the expected net realizable value. The net realizable value is determined based upon current awareness of market prices. The Company recorded an inventory reserve of $731,192 and $731,192 as of December 31, 2021 and 2020, respectively.


	December 31,		December 31,
Inventory Type	2021		2020
Finished goods	$	4,083,855	$	3,776,910
Raw materials		—		—
Work-in-progress		—		—
Inventory Reserve		(731,192)		(731,192)
Net Inventory	$	3,352,663	$	3,045,718

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were $0 and $0 impairments of long-lived assets during the years ended December 31, 2021 and 2020, respectively.

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Property and Equipment

Depreciation is computed for consolidated financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

Classification		Estimated Useful Lives
Building and leasehold improvements		10 – 40 years
Machinery and equipment		5 – 10 years
Furniture and fixtures		5 – 10 years
Vehicles		10 years
Software		3 years

Segment Reporting

Revenue Recognition

The Company recognizes revenue based on Account Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). In the case of Sterling, revenue is recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.. For provision of third-party freight services provided by Integrity, revenue is recognized on a gross basis in accordance with ASC 606. Revenue is generally recognized when the contracted goods arrive at their destination point. When revenues and expenses straddle a period end due to the time between shipment and delivery, Integrity allocates revenue between reporting periods based on relative transit time in each period with expenses recognized as incurred. Cost of goods is comprised of sale of o-rings and related rubber products. Freight services is comprised of freight forwarding and related services earned by Integrity and rental services is comprised of revenue from rental of commercial space to third parties.

Cost of Sales

Cost of goods includes inventory costs, warehousing costs, direct labor and a depreciation allocation. Cost of inbound freight of $65,242 and $239,100 for the years ended December 31, 2021 and 2020, respectively, is included in cost of goods on the Statements of Operations.

Costs of services include direct costs for freight services and rental activities. The direct costs include agent fees, trucking, air and ocean freight and customs fees for the freight services and repairs and maintenance and property taxes for the rental activities. Additionally, cost of services includes direct labor for freight services.

Income Taxes

Sterling Seal and Integrity’s S-Corporation election terminated effective January 1, 2012 in connection with the expectation of the initial public offering of the Company’s common stock in 2012. From Sterling Seal and Integrity’s inception in 1997 and 2008, respectively, the Companies were not subject to federal and state income taxes as they were operating under an S-Corporation election. As of January 1, 2012, the both Sterling and Integrity became subject to corporate federal and state income taxes. The consolidated financial statements presented herein, are presented as if all consolidating entities were subject to C-corporation federal and state income taxes for the periods presented.

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Table of Contents

Under the asset and liability method prescribed under ASC 740, Income Taxes, The Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2021 and 2020, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The tax years 2018 and 2019 and 2020 are subject to federal and state tax examination under the current statutes.

Fair Value Measurements

In January 2010, the FASB ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

◾

Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

◾

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc…).

◾

Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

The Company’s adoption of FASB ASC Topic 825, effectively at the beginning of the second quarter in FY 2010, did not have a material impact on the company’s consolidated financial statements.

Concentration of Credit Risk

As of December 31, 2021 and 2020 one (1) customer represented 3.3% and 3.3% of accounts receivable, respectively. One (1) customer accounted for 6.4% and 6.4% of sales for the years ended December 31, 2021 and December 31, 2020, respectively.

Basic and Diluted Earnings (Loss) per Share

Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the period end stock price is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

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Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Recently Issued Accounting Standards

On January 1, 2019, the Company adopted a new accounting standard issued by the Financial Accounting Standards Board (“FASB”) on accounting for leases using the modified retrospective method. This new accounting standard requires a lessee to recognize an asset and liability for most leases on its balance sheet. The Company elected the optional transition method that allowed for a cumulative-effect adjustment to the opening balance of retained earnings recorded on January 1, 2019 and did not restate previously reported results in the comparative periods. The Company also elected the package of practical expedients, which among other things, allowed it to carry forward its historical lease classification. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We elected all of the new standard’s available transition practical expedients that are applicable. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Adoption of the lease standard did not have a material impact on the Company’s financial statements or results of operations.

NOTE 3 – PROPERTY AND EQUIPMENT

As of December 31, 2021 and 2020 the Company’s property and equipment consisted of the following:


	2021		2020
Land, building & leasehold improvements	$	694,777	$	1,828,870
Machinery and equipment		1,650,179		1,005,090
Vehicles		62,666		220,481
Total property and equipment		2,407,622		3,054,441

Less: accumulated depreciation		1,489,507		1,606,370
Property and equipment, net	$	918,115	$	1,448,071

Depreciation expense included as a charge to income for the years ended December 31, 2021 and 2020 was $42,786 and $88,488 respectively.

NOTE 4 – INTANGIBLE ASSETS

Intangible assets consist of goodwill and of the unamortized portion of identified intangible assets (customer lists) recorded in connection with the asset acquisition. The following table presents the detail of intangible assets for the periods presented:


	December 31,		December 31,
	2021		2020
Identified intangible assets (customer lists)		340,097		340,097
Impairment of customer lists		(135,773)		(135,773)
Accumulated amortization		(127,040)		(113,040)
Intangible assets, net	$	77,284	$	91,284
Weighted-average remaining life		5 years		6 years

Amortization expense on definite-lived intangible assets (excluding goodwill) included as a charge to income was $14,000 and $14,000 for the years ended December 31, 2021 and 2020, respectively.

NOTE 5 –LINES OF CREDIT

On December 19, 2018, the Company entered into a Loan Agreement with Access Capital, Inc. (“Access Capital”). Pursuant to the agreement, Access Capital provided the Company with asset based financing of up to $2.5 million based on a formulaic review and analysis of the Company’s accounts receivable and inventory. The loan carries a variable interest rate of 1.50% above the prime rate,

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the prime rate shall mean the prime or “Base Rate” of Citibank. The loan incurs an annual fee equal to 1% of the Capital Availability Amount on the Closing Date and on each anniversary of the Closing Date. The loan maturity is three years from the date on which any Company first received the proceeds of the initial Advances. At December 31, 2021 and 2020, the Company had $0 and $896,913 outstanding on this loan agreement.

NOTE 6 – NOTES PAYABLE AND DEBT

At December 31, 2021 and 2020, long-term debt consisted of the following:


	December 31,		December 31,
	2021		2020
Mortgage payable, due in monthly installments of principal and interest. Interest is charged at a fixed rate of 5.00%. Secured by the assets of the Company and personal guarantee of the Chairman of the Board and the CEO. The note is amortized over a 20-year period but has a 5-year maturity, which will require refinancing in November of 2024.	$	1,578,282	$	1,613,439

Note payable related to F&S acquisition.		0		0

Vehicle loan secured by the vehicle, maturing on September 8, 2022. Interest is charged at 3.99% per annum.		3,304		7,559

EIDL Loan, 30-year maturity, due May 2050, 3.75 fixed interest		150,000		150,000

SBA PPP Loan, 2-year term, 1% interest		0		326,100
Total long-term debt		1,731,586		2,097,098

Less current portion of long-term debt		(39,858)		(257,610)
Long-term debt	$	1,691,728	$	1,839,488

Future minimum principal payments due in each of the years subsequent to December 31, 2021 are as follows:


	Future Minimum
Years Ending	Principal
December 31	Payments
2022	$	39,858
2023		40,393
2024		41,523
2025		1,464,334
2026		3,386
2027 and thereafter		142,092
Total	$	1,731,586

For the years ended December 31, 2021 and 2020, respectively, the Company recognized $80,982 and $550 in interest expense on long-term debt.

NOTE 7 – NOTES PAYABLE, RELATED PARTIES

Throughout the history of the Company, the Chairman, Angelo DeRosa has periodically loaned the company money. The loan has a twenty-year term maturing on December 31, 2031 and calls for principal and simple interest to be paid at various yearly intervals at the rate of three percent. For the year ended December 31, 2020, the Company accrued interest of $31,778, paid $476,390, leaving an ending balance on the note of $801,776. For the year ended December 31, 2021, the Company accrued interest of $23,604 and made cash repayments of $307,620 on the related party note, leaving an ending balance on the note of $963,273.

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Table of Contents

NOTE 8 – LEASE COMMITMENTS

The Company owns its offices and warehouse facilities in New Jersey.

The future minimum lease payments in the years subsequent to December 31, 2021 are as follows:


	2022		2023		2024		Total
Vehicles	$	0	$	0	$	0	$	0
Property		0		0		0		0
Subtotal	$	0	$	0	$	0	$	0

NOTE 9 – RETIREMENT PLAN

The Company maintains a defined contribution retirement plan for the benefit of eligible employees. The Company has frozen the retirement plan indefinitely. No employer contributions will be made until the plan is reactivated. As of December 31, 2021 and 2020, $0 and $0 was owed under the defined contribution retirement plan, respectively.

NOTE 10 – STOCKHOLDERS’ EQUITY

The Company has authorized 200,000,000 shares of common stock with par value of $0.001. As of December 31, 2021 and 2020 the Company had 47,284,689 and 47,284,689 shares of common stock issued and outstanding, respectively. On May 18, 2012, the Company authorized the issuance of 10,000,000 shares of preferred stock with a par value of $0.001. No shares of preferred stock have been issued as of the date of this filing.

The holders of the Company’s common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

NOTE 11 – INCOME TAXES

The Company’s deferred tax assets and liabilities consist of the following:


	December 31,		December 31,
	2021		2020
Current Assets and Liabilities:
Provision for doubtful accounts	$	32,656	$	32,656
Net operating loss carryforward		—		123,653
Vacation Accrual		5,951		4,796
R&D Credits		277,000		277,000
Total		315,607		438,105
Valuation Allowance		(165,173)		(165,173)
Current Deferred Tax Asset, net		150,434		272,932

Noncurrent Assets and Liabilities:
Depreciation		(7,662)		3,142
Goodwill		56,883		49,733
Total		49,221		52,875
Valuation Allowance		—		—
Noncurrent Deferred Tax Asset, net	$	199,655	$	325,807

Total Deferred Tax - Asset, net	$	199,655	$	325,807

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Table of Contents

The provisions for income taxes for the years ending December 31 consist of the following:


	December 31,
	2021		2020
Deferred tax expense/(benefit)	$	126,152	$	48,386
Current provision		46,007		4,553
Total provision for Income Taxes	$	172,159	$	52,939

The Company accounts for uncertain tax positions based upon authoritative guidance that prescribes a recognition and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return (ASC 740-10). The guidance also provides direction on derecognition and classification of interest and penalties.

Management has evaluated and concluded that there are no material uncertain tax positions requiring recognition in the financial statements for the year ended December 31, 2021. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, general and administrative expenses.

The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes as follows:


	2021				2020
			Impact on				Impact on
	Amount		Rate		Amount		Rate
Income tax at federal rate	$	205,802	21.00	%	$	(4,628)	(21.00)	%
State tax, net of Federal effect		68,601	7.00	%		(1,543)	(7.00)	%
Total permanent differences		0	—	%		0	—	%
Effect of 2018 Tax Law and Temporary Diff		0	—	%		0	0.00	%
NOL deduction		(102,244)	(9.00)	%		59,110	265.00	%
Tax credits		—	0.00	%		—	0.00	%
Valuation allowance		—	0.00	%		—	0.00	%
Total Provision	$	172,159	19.00	%	$	52,939	237.00	%

NOTE 12 – COMMITMENTS AND CONTINGENCIES

The Company is party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters.

As of the date of this report there are no material pending legal proceedings to which the Company is a party or of which any of its property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.

NOTE 13 – SUBSEQUENT EVENTS

Option Exercise

In December of 2021 the Chief Financial Officer, Scott Chichester, exercised an option to purchase 3,100,000 shares of common stock. The exercise price of $93,000 was paid in 2022 and the 3,100,000 common shares are not yet issued, but it is expected they will be issued in the third quarter of 2022.

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Table of Contents

COVID-19

In 2021 the Company continues to be affected by COVID-19. The COVID-19 pandemic has caused us to modify our business practices (including employee travel, employee work locations, and reduction of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.

The extent to which COVID-19 impacts our business, results of operations and financial condition will depend on future developments, which are uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the coronavirus outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

COVID-19 related financing

EIDL Note

On May 28, 2020, the Company received $150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL is evidenced by a promissory note, dated May 28, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender.

Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of the EIDL Note is 30 years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company will be obligated to make equal monthly payments of principal and interest beginning on May 28, 2021 through the maturity date of May 28, 2051. The EIDL Note may be prepaid in part or in full, at any time, without penalty.

The EIDL Note provides for certain customary events of default, including: (i) a failure to comply with any provision of the EIDL Note, the related Loan Authorization and Agreement, or other EIDL loan documents; (ii) a default on any other SBA loan; (iii) a sale or transfer of, or failure to preserve or account to SBA’s satisfaction for, any of the collateral or its proceeds; (iv) a failure of the Company or anyone acting on its behalf to disclose any material fact to SBA; (v) the making of a materially false or misleading representation to SBA by the Company or anyone acting on their behalf; (vi) a default on any loan or agreement with another creditor, if SBA believes the default may materially affect the Company’s ability to pay the EIDL Note; (vii) a failure to pay any taxes when due; (viii) if the Company becomes the subject of a proceeding under any bankruptcy or insolvency law; (ix) if a receiver or liquidator is appointed for any part of the Company’s business or property; (x) the making of an assignment for the benefit of creditors; (xi) has any adverse change in financial condition or business operation that SBA believes may materially affect the Company’s ability to pay the EIDL Note; (xii) effects any reorganization, merger, consolidation, or other transaction changing ownership or business structure without SBA’s prior written consent; or (xiii) becomes the subject of a civil or criminal action that SBA believes may materially affect the Company’s ability to pay the EIDL Note.

Repayment of the EIDL Note was deferred until November of 2022.

F-15

Filing Compare · STERLING CONSOLIDATED Corp