8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8–K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 12, 2015

SEAL123, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35634	33-0415940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26972 Burbank

Foothill Ranch, CA 92610

(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code:

(949) 699-3900

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Information.

As previously disclosed in a Current Report on Form 8-K filed by Seal123, Inc. (formerly known as The Wet Seal, Inc.) (the “Company”) on January 16, 2015 and in subsequent Current Reports on Form 8-K filed by the Company thereafter (collectively, the “Prior Form 8-Ks”), on January 15, 2015, the Company and its three subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being administered under the caption “In re Seal123, Inc., et al.”, Case Nos. 15-10081-10084 (the “Chapter 11 Cases”).

On August 12, 2015, the Debtors filed their monthly operating report for the period of July 1, 2015 through July 31, 2015 (the “July Monthly Operating Report”) with the Bankruptcy Court. The July Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Regarding the July Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the July Monthly Operating Report which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The July Monthly Operating Report is limited in scope, covers limited time periods, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The July Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with U.S. generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the July Monthly Operating Report is complete. The July Monthly Operating Report also contains information for a period which is shorter and otherwise different from those required in the Company’s periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for a period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Information set forth in the July Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Form 8-K should be considered forward-looking statements. All forward-looking statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. Such factors include, but are not limited to, risks and uncertainties relating to the bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, (ii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iii) Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general, (iv) the length of time the Company will operate under the Chapter 11 Cases, (v) risks associated with third party motions in the Chapter 11 Cases, (vi) the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations, (vii) the Company’s ability to execute its business while in bankruptcy, and (viii) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties described in other past filings with the Securities and Exchange Commission. The Company will not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The Company does not expect to be able to distribute any proceeds to the Company’s stockholders and therefore believes that the shares of its common stock are worthless.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The Exhibit Index appearing after the signature page to this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		SEAL123, INC. (Registrant)
Date: August 13, 2015	By:	/s/ Bill Langsdorf
	Name:	Bill Langsdorf
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Monthly Operating Report for the period of July 1, 2015 through July 31, 2015, as filed with the United States Bankruptcy Court for the District of Delaware on August 12, 2015.

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
	Reporting Period: 7/1/2015 to 7/31/2015

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee before the end of the following month.

Submit copy of report to any official committee appointed in the case.

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached	Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements	MOR-1	x
Schedule of Bank Accounts with Book Balances	MOR-1a	x
Bank Reconciliation (or copies of debtor’s bank reconciliations)	MOR-1b		x
Schedule of Professional Fees Paid	MOR-1c	x
Copies of bank statements
Cash disbursements journals
Statement of Operations	MOR-2	x
Balance Sheet	MOR-3	x
Status of Postpetition Taxes	MOR-4	x
Copies of IRS Form 6123 or payment receipt
Copies of tax returns filed during reporting period
Summary of Unpaid Postpetition Debts	MOR-4	x
Listing of aged accounts payable	MOR-4	x
Debtor Questionnaire	MOR-5	x

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Debtor	Date
Signature of Joint Debtor	Date
	August 12, 2015
Signature of Authorized Individual*	Date
Bill Langsdorf	Chief Executive Officer
Printed Name of Authorized Individual	Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
	Reporting Period: 7/1/2015 to 7/31/2015

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

FOR THE PERIOD JULY 1 to JULY 31, 2015

MOR -1

	Seal123, Inc.			Seal123 Retail		Seal123 Catalog		Seal123 GC		Total Company
Cash Receipts
Cash and checks * see note below		24			—		—		—		24
Credit card		—			—		—		—		—
Other		—			—		—		—		—
Total receipts		24			—		—		—		24
Cash Disbursements
Advertising		—			—		—		—		—
Benefits/Medical		—			—		—		—		—
Freight out		—			—		—		—		—
Merchandise		—			—		—		—		—
Other * See note below		52			—		—		—		52
Payroll		—			—		—		—		—
Rent		—			—		—		—		—
Sales tax		—			—		—		—		—
Temp help		—			—		—		—		—
Total disbursements		52			—		—		—		52
Gen & Admin Expense
Net Operating Cash Flow		(28	)		—		—		—		(28	)
Non-operating Professional Fees **		82			—		—		—		82
Capital Expenditure		—			—		—		—		—
Letter of credit		—			—		—		—		—
Total Non-operating disbursements		82			—		—		—		82
Net Cash Flow		(110	)		—		—		—		(110	)
Disbursements for calculating US Trustee Quarterly Fees:
Total disbursements		134			—		—		—		52
US Trustee Fees***		1			0		0		0		2

* Cash receipts reflect (1) check received in connection with rejection of contracts pursuant to Docket No. 478 and (2) reimbursement of Seal123 by buyer of the portion of Q2 U.S. Trustee fees incurred for activity up through the closing date of the asset sale on 4/15/2015. “Other” cash disbursements reflect $22,100 in quarterly fees paid to the U.S. Trustee as well as consulting pay for the CEO/CRO and miscellaneous other admin costs.

** Reflects $81,829 paid for tax services pursuant to Docket No. 813.

*** US Trustee fees reflected in the table above are subject to change as disbursements by debtor reflect only one month of the quarter.

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
	Reporting Period: 7/1/2015 to 7/31/2015

Schedule of Bank Accounts with Book Balances

Bank Account	CONSOLIDATED		Seal123, Inc.		Seal123 Retail		Seal123 Catalog		Seal123 GC
Cash - Seal123, Inc.		6,668		6,668		—		—		—
Cash - BofA Inv (Cash collateralized LCs) (Note A)		1,669		1,669		—		—		—
		8,337		8,337		—		—		—

Note A: reflects standby letters of credit of $1.621 million, cash collateralized at 103%.

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
	Reporting Period: 7/1/2015 to 7/31/2015

Declaration Regarding the Status of Bank Reconciliations of the Debtors

In re Seal123, Inc. et al

1 I am the Chief Executive Officer for Seal123, Inc. et al, the above-captioned debtors and debtors in possession (collectively, the “Debtors”). I am familiar with the Debtors’ day-to-day operations, business affairs and books and records.

2 All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with former employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors’ operations and financial condition. If I were called upon to testify, I could and would testify to each of these facts set forth herein based on such personal knowledge, review of documents or opinion. I am authorized to submit this Declaration on behalf of the Debtors.

3 To the best of my knowledge, all of the Debtors’ bank balances as of July 31, 2015 have been reconciled in an accurate and timely manner.

Dated August 12, 2015	Respectfully submitted,
	Bill Langsdorf
	Title: Chief Executive Officer

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
	Reporting Period: 7/1/2015 to 7/31/2015

SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

This schedule is to include all retained professional payments from case inception to current month.

Payee	Period Covered	Amount Approved		Payor	Check		Amount Paid				Year-To-Date
					Number	Date	Fees		Expenses		Fees		Expenses
Donlin, Recano & Company, Inc.	1/15/15 - 1/31/15		225	The Wet Seal, Inc.	563729	2/19/2015		176		49		176		49
Klee, Tuchin, Bogdanoff & Stern, LLP	1/15/15 - 1/31/15		234	The Wet Seal, Inc.	15026	3/27/2015		220		14		220		14
Paul Hastings, LLP	1/15/15 - 1/31/15		64	The Wet Seal, Inc.	15027	3/27/2015		64		0		64		0
Young, Conaway, Stargatt & Taylor, LLP	1/15/15 - 1/31/15		60	The Wet Seal, Inc.	15029	3/27/2015		55		5		55		5
Womble, Carlyle, Sandridge & Rice, LLP	1/15/15 - 2/28/15		14	The Wet Seal, Inc.	15085	3/31/2015		14		0		14		0
FreedMaxick	1/28/15 - 2/5/15		39	The Wet Seal, Inc.	14973	3/17/2015		29		10		29		10
Klee, Tuchin, Bogdanoff & Stern, LLP	2/1/15 - 2/28/15		297	The Wet Seal. Inc.	15187	4/10/2015		287		10		507		24
Young, Conaway, Stargatt & Taylor, LLP	2/1/15 - 2/28/15		71	The Wet Seal, Inc.	15186	4/10/2015		64		7		119		12
Pricewaterhouse Coopers, LLP	5/1/15 - 7/31/15		82	The Wet Seal, Inc.	1009	7/9/2015		82		0		82		0

Note: As of 4/15/2015, the date of the closing of the asset sale, and through 7/31/2015, all professional fees have been paid by buyer with the exception of the fees paid to PricewaterhouseCoopers for preparing and filing the debtors’ income tax returns.

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
MOR - 2	Reporting Period: 7/1/2015 to 7/31/2015

Debtor Income Statement-By Entity

For the Month Ended July 31, 2015

	CONSOLIDATED Actual			01			02		03		04
Unaudited				Seal123, Inc. Actual			Seal123 Retail Actual		Seal123 Catalog Actual		Seal123 GC Actual
Sales		—			—			—		—		—
Cost of Sales		—			—			—		—		—
Buying		—			—			—		—		—
Planning/Allocation		—			—			—		—		—
Warehouse		—			—			—		—		—
Occupancy		—			—			—		—		—
Total Cost of Sales		—			—			—		—		—
Gross Profit (Loss)		—			—			—		—		—
Gross Profit (Retail)		—			—			—		—		—
S,G & A
Selling-Store Expense		—			—			—		—		—
Selling-Field Support		—			—			—		—		—
Gen & Admin Expense * See note below		134			134			—		—		—
Total S,G&A Expenses		134			134			—		—		—
Operating (Loss) Income		(134	)		(134	)		—		—		—
Interest Exp, Net		—			—			—		—		—
Other Income ** see note below		24			24
(Loss) Inc Cont Ops Before Tax		(110	)		(110	)		—		—		—
Inc Tax Provision		—			—			—		—		—
(Loss) Inc from Cont Ops		(110	)		(110	)		—		—		—
Net Inc(Loss) Disc Ops		—			—			—		—		—
Net (Loss) Inc		(110	)		(110	)		—		—		—

* “Gen & Admin Expense” reflects (1) $81,829 paid for tax services pursuant to Docket No. 813, (2) $22,100 in quarterly fees paid to the U.S. Trustee, and (3) consulting pay for the CEO/CRO and miscellaneous other admin costs.

** “Other Income” reflects (1) check received in connection with rejection of contracts pursuant to Docket No. 478 and (2) reimbursement of Seal123 by buyer of the portion of Q2 U.S. Trustee fees incurred for activity up through the closing date of the asset sale on 4/15/2015.

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
MOR - 3	Reporting Period: 7/1/2015 to 7/31/2015

Balance Sheet-By Entity-Condensed

FOR THE PERIOD JULY 1 to JULY 31, 2015

	Consolidated Actual		Seall23, Inc. Actual		Seal123 Retail Actual		Seal123 Catalog Actual		Seal123 GC Actual
Assets
Current Assets:
Cash And Cash Equivalents		8,337		8,337		—		—		—
Total Assets		8,337		8,337		—		—		—
Liabilities And Stockholders’ (Deficit) Equity
Stand-by letters of credit		1,621		1,621
Total Liabilities		1,621		1,621		—		—		—
Stockholders’ (Deficit) Equity:
Paid-In Capital		6,717		6,717		—		—		—
Total Stockholders’ (Deficit) Equity		6,717		6,717		—		—		—
Total Liabilities And Stockholders’ Equity		8,337		8,337		—		—		—

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
	Reporting Period: 7/1/2015 to 7/31/2015

STATUS OF POSTPETITION TAXES (See * Note below)

(In thousands)

Seal123, Inc. et al
Federal	Beginning Tax Liability		Amount Withheld or Accrued		Amount Paid		Ending Tax Liability
Withholding		—		—		—		—
FICA-Employee		—		—		—		—
FICA-Employer		—		—		—		—
Total Federal Taxes		—		—		—		—
State and Local
Withholding		—		—		—		—
Sales		—		—		—		—
Unemployment		—		—		—		—
Income		—		—		—		—
Personal Property		—		—		—		—
Total State and Local		—		—		—		—
Total Taxes		—		—		—		—

SUMMARY OF UNPAID POSTPETITION DEBTS (See * Note below)

Gen & Admin Expense
	Number of Days Past Due
	Current		0-30		31-60		61-90		Over 90		Total
Accounts Payable		—		—		—		—		—		—
Wages Payable		—		—		—		—		—		—
Taxes Payable		—		—		—		—		—		—
Rent/Leases-Building		—		—		—		—		—		—
Professional Fees		—		—		—		—		—		—
Total Postpetition Debts		—		—		—		—		—		—

* Note: Summary schedule of post-petition taxes and summary schedule of post-petition debts reflect that buyer assumed operating tax liabilities for activity after the closing of the asset sale on 4/15/2015. Therefore, tax liabilities incurred by buyer post-closing of the asset sale are excluded. No remaining liability shown; taxes paid or to be paid by the buyer.

In re Seal123, Inc. et al	Case No. 15-10081 (CSS)
	Reporting Period: 7/1/2015 to 7/31/2015

DEBTOR QUESTIONNAIRE

Must be completed each month		Yes	No
1.	Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3.	Have all postpetition tax returns been timely filed? If no, provide an explanation below.	X
4.	Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.	X
5.	Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.		X