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): December 7, 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 December 7, 2015, the Debtors filed their monthly operating report for the period of November 1, 2015 through November 30, 2015 (the “November Monthly Operating Report”) with the Bankruptcy Court. The November Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Regarding the November Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the November 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 November 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 November 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 November Monthly Operating Report is complete. The November 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 November 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: December 8, 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 November 1, 2015 through November 30, 2015, as filed with the United States Bankruptcy Court for the District of Delaware on December 7, 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: 11/1/2015 to 11/30/2015 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 ease. 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-la X Bank Reconciliation (or copies of debtor’s bank reconciliations) MOR-lb X Schedule of Professional Fees Paid MOR-1 c 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 December 4. 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: 11/1/2015 to 11/30/2015 SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS FOR THE PERIOD NOVEMBER 1 to NOVEMBER 30, 2015 MOR -1 | Seal123, Inc. | Seal123 Retail | Seal123 Catalog| Seal123 GC | Total Company ccCompany | Company Cash Receipts Cash arid checks (See Note 1) 57 ——57 Credit card — ——Other — — Total receipts 57 ——57 Cash Disbursements Advertising Benefits/Medical — ——Freight out . — . Merchandise .— Other (See Note 2) 64 64 Payroll — ——Rent . — Sales tax — .— Temp help —— Total disbursements 64 64 Gen & Admin Expense Net Operating Cash Flow (7) — (7) Non-operating Professional Fees (See Note 3) 212 ——212 Capital Expenditure — ——Letter of credit — ——Total Non-operating disbursements 212— 212 Net Cash Flow (219) — (219) Disbursements for calculating US Trustee Quarterly Fees: Total disbursements 276 ——(219) US Trustee Fees (See Note 4) 2 0 0 0 3 Note 1: Per agreement with the buyer of debtor entities’ assets, buyer assumed responsibility to pay professionals for up to $1 million in charges incurred after 6/24/2015, The cumulative payments made by buyer approached that $1 million threshold on 11/11/2015, at which time buyer paid debtor the remainder of $56,738.25 to reach the threshold and debtor again began paying professional fees. Note 2: “Other” cash disbursements reflect consulting pay for the CEO/CRO, fees paid for EDGAR SEC reporting, quarterly fees paid to board members, and miscellaneous other admin costs. Note 3: Reflects payments to professionals per Court approval, dockets 1092, 1115, 1116, 1124, 1126, 1131, 1133 and 1151. Note 4: 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 Seal 123, Inc. et al Case No. 1 5-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Schedule of Bank Accounts with Book Balances Bank Account CONSOLIDATED Seal 123, Inc. Seal 123 Retail Seal 123 Catalog Seal 123 GC Cash—Seal 123, Inc. 6,186 6,186 Cash—BofA Inv (Cash collateralized LCs) (Note 1} 1,526 1,526 — 7,712 7,712 — Note 1: reflects standby letters of credit of $1,477 million, cash collateralized at 103%.

In re Seal123, Inc. et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Declaration Regarding the Status of Bank Reconciliations of the Debtors In re Seall23, Inc. et al I am the Chief Executive Officer for Seal123, Inc. et al, the above-captioned debtors and debtors in possession (collectively, the “sDebtors”). I am familiar with the Debtors’ day-to-day operations, business affairs and books and records. 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 1 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. To the best of my knowledge, all of the Debtors’ bank balances as of November 30, 2015 have been reconciled in an accurate and timely manner. Dated December 4, 2015 Respectfully submitted, Bill Langsdorf Title: Chief Executive Officer

In re Seal 123, Inc. et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID This schedule is to include all retained professional payments from case inception to current month. Amount Check Amount Paid Year- To-Date Payee Period Covered Approved Payor 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, Ttichin. Bogdanoff & Stern, LLP 1/15/15- 1/31/15 234 15026 3/27/2015 270 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. 150S5 3/31/2015 14 0 14 0 Freed Maxick 1/28/15—2/5/15 39 The Wet Seal. Inc. 14973 3/17/2015 29 10 29 10 Klee, Tuchin. Bogdanoff & Stem, 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 5/1/15-5/31/15 82 Seal 123, Inc. 1009 7/9/2015 82 0 82 0 Pricewaterhouse Coopers, 111’ 6/1/15-7/31/15 36 Seal 123, Inc. 1022 8/3/2015 36 0 118 0 Pricewaterhouse Coopers, LLP 6/1/15-7/31/15 29 Seal 123, Inc. 1043 10/13/2015 29 0 147 0 Province, Inc. 9/1/15—9/30/15 21 1059 11/11/2015 ?1 0 T] 0 Klee, Tuchin, Bogdanoff Si. Stem, LLP 9/1/15 -9/30/15 96 SeaII23, Inc. 1060 11/11/2015 82 14 589 38 9/1/15-9/30/15 19 1061 11/11/2015 18 Simon Property Group (Creditors’ Committee) 1/29/15—3/10/15 5 Seal 123, Inc. 1062 11/11/2015 0 5 0 5 Paul Hastings, LLP 7/1/15-9/30/15 5 Seal 123. Inc. 1065 11/13/2015 5 0 69 0 Young, Conaway, Stargalt & Taylor. LLP 7/1/15-9/30/15 7 Seal 123, Inc. 1066 11/16/2015 7 0 144 13 Klee, Tuchin, Bogdanoff & Stem. LLP 7/1/15—9/30/15 21 Seal 123, Inc. 1067 11/16/2015 21 0 610 38 Paul Hastings, LLP 7/1/15-9/30/15 1 1068 11/16/2015 1 0 70 0 Pachulski Stang Ziehl & Jones LLP 9/1/15-9/30/15 19 Seal 123, Inc. 1069 11/17/2015 18 1 18 1 Province. Inc. 7/1/15—9/30/15 10 1073 11/25/2015 10 0 3 1 Pachulski Stang Ziehl & Jones LLP 7/1/15-9/30/15 9 SeaI123, Inc. 1074 11/25/2015 9 0 27 1 Note: As of 4/15/2015, the date of the closing of the asset sale, and through 11/10/2015, all professional fees (except those for Pricewaterhouse Coopers for preparing and filing the debtors’ income tax returns) were paid by buyer up to an agreed SI million threshold. Upon nearing that threshold on 11/11/2015, buyer paid Seal 123, Inc. the remaining $56,738.25 to reach the threshold, and Seal 123, Inc. assumed payments to professionals as of that date.

In re Seal123, Inc. et al MOR - 2 Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Debtor Income Statement-By Entity FOR THE PERIOD NOVEMBER 1 to NOVEMBER 30, 2015 Unaudited Sales CON SO LI DA TED Actual 01 Seall23, Inc. Actual 02 Seal 123 Retail Actual 03 Seall23 Catalog Actual 04 Seall23 GC Actual 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 1) 276 276 - . _ Total S,G&A Expenses 276 276 Operating (Loss) Income (276) (276) . _ _ Interest Exp, Net - - - - _ Other Income (See Note 2) 57 57 (Loss) Inc Cont Ops Before Tax (219) (219) . . _ Inc Tax Provision - - - - - (Loss) Inc from Cont Ops (219) (219) - - - Net Inc(Loss) Disc Ops - - - - - Net (Loss) Inc (219) (219) - - - Note 1: Reflects payments to professionals for $212,020, consulting pay for the CEO/CRO, fees paid for EDGAR SEC reporting, quarterly fees paid to board members and miscellaneous other admin costs. Note 2: See Note 1 on MOR-1 regarding payment from asset buyer to debtor.

In re Seal123, Inc. et al MOR-3 Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Balance Sheet-By Entity-Condensed FOR THE PERIOD NOVEMBER 1 to NOVEMBER 30,2015 Consolidated Actual Seal 123, Inc. Actual Seal 123 Retail Actual Seall23 Catalog Actual Seal 123 GC Actual Assets Current Assets: Cash And Cash Equivalents 7,712 7,712 - - - Total Assets 7,712 7,712 Liabilities And Stockholders’ (Deficit) Equity Stand-by letters of credit 1,477 1,477 Total Liabilities 1,477 1,477 - - _ Stockholders’ (Deficit) Equity: Paid-In Capital 6,234 6,234 - - - Total Stockholders’ (Deficit) Equity 6,234 6,234 - . _ Total Liabilities And Stockholders’ Equity 7,712 7,712 - -

In re Seal123, Inc, et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 STATUS OF POSTPETITION TAXES (See * Note below) (In thousands) Seal123, Inc. et al Beginning Tax Liability Amount Withheld or Accrued Amount Paid Ending Tax Liability Federal 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: 11/1/2015 to 11/30/2015 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