The 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-


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looking statements 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.

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.

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.

We also own real property through our subsidiaries ADDR and Q5. ADDR owns a 28,000 square foot facility in Neptune, New Jersey, that is primarily used by Sterling Seal for its operations. Q5 formerly owned a 5,000 square foot facility that was used by Sterling Seal in Florida.

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

Results of Operations

Comparison of the year ended December 31, 2021 and 2020

Revenues

For 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.

Total Cost of Sales

For the years ended December 31, 2021 and 2020 our overall cost of sales was $7,706,944 and $6,779,406, respectively. This represents an increase of $927,538 or 13.68%. This increase is primarily explained by an increase in sales 0f 18.5% offset by rising costs of rubber.

Gross profit

For the years ended December 31, 2021 and 2020 our gross profit was $2,737,687 and $2,034,696, respectively. This represents a increase of $702,991 or 34.55%. This increase can be attributed to an increase in Sales of 18.5% and a lesser increase in cost of sales related to increased sales in its, higher margin, online sales business line.

Operating Expenses

For the 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.

Other Income/(expense)

For the years ended December 31, 2021 and 2020 the Company realized other income (expense) of $419,013 and ($160,963), respectively. This represents an increase of $579,976 or 360.32%. This increase is primarily attributed to a $225,330 gain on sale of the Company's Florida property and a $326,100 gain on PPP loan forgiveness slightly offset by decreased interest expense of $18,546 due to elimination of the Company's asset-based line of credit.



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Net Income/(Loss)

As 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

Liquidity and Capital Resources

Cash 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.

At December 31, 2021, we had cash and 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.

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 an increase in inventory purchases coupled with a paydown of accounts payable.

The cash flows from investing activities reflects a zero balance in net cash used of $0 for the year ended December 31, 2020 compared to net cash provided by of $712,500 for the year ended December 31, 2021. This increase can be explained by the 2021 disposition of the Company's Florida property.

The cash flow from financing activities decreased from net cash used in of $252,419 for the year ended December 31, 2020 to net cash used of $517,187 for the year ended December 31, 2021. This decrease is primarily attributed to the fact that the Company paid down its previous asset based line of credit to zero in 2021.

Bank Loans

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.

In 2021 the Company utilized 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 paid 7% per annum in interest. As of December 31, 2021 the Company had fully retired the line.

In 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.



Critical Accounting Policies

Use of Estimates

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.

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.



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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, 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.

Property, Plant and Equipment

Property and Equipment

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 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:



                                         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


Inventories

Inventories, which are comprised of finished goods, 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 provides for estimated losses from obsolete or slow-moving inventories, which is approximately 4% of the 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 market prices.

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 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.



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Expenses

Cost of 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.

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.

Sales and marketing includes direct labor and direct sales and marketing expenses.

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

Advertising

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

Income Tax

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, 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.

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 2021 and 2020 and 2019 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.

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.

? 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.).




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? 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.

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.

Recent Accounting Pronouncements

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.

Off-Balance Sheet Arrangements

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

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