**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-QSB**




(Mark
      One)




**x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**




For
      the
      quarter ended May 31, 2007




**o
      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:*




**SEW
      CAL LOGO, INC.**


(Exact
      name of Registrant as specified in charter)




Nevada
            46-0495298(State
                or other jurisdiction of
            (I.R.S.
                Employer I.D. No.)incorporation
                or organization)


207
      W. 138th Street, Los Angeles, California 90061


(Address
      of principal executive offices) (Zip Code)




Issuer's
      telephone number, including area code: (310) 352-3300




Check
      whether the Issuer (1) has filed all reports required to be filed by section
      13
      or 15(d) of the Exchange Act during the past 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 x No o




State
      the
      number of shares outstanding of each of the Issuer's classes of common equity
      as
      of the latest practicable date: At May 31, 2007, there were27,080,702 shares
      of
      the registrant's Common Stock outstanding and 300,000 shares of Series A
      Preferred Stock outstanding.








**PART
      I**




**ITEM
      1. FINANCIAL STATEMENTS**




The
      financial statements included herein have been prepared by the Company, without
      audit, pursuant to the rules and regulations of the Securities and Exchange
      Commission. Certain information and footnote disclosures normally included
      in
      financial statements prepared in accordance with generally accepted accounting
      principles have been omitted. However, in the opinion of management, all
      adjustments (which include only normal recurring accruals) necessary to present
      fairly the financial position and results of operations for the periods
      presented have been made. The results for interim periods are not necessarily
      indicative of trends or of results to be expected for the full year. These
      financial statements should be read in conjunction with the financial statements
      and notes thereto included in the Company's most recent registration statement
      on Form SB-2 as amended.










**MOORE
      & ASSOCIATES, CHARTERED**


***ACCOUNTANTS
      AND ADVISORS***


***PCAOB
      REGISTERED***




**Report
      of Independent Registered Public Accounting Firm**




**Sew
      Cal Logo, Inc.**


**207
      W. 138** **th** **St**


**Las
      Angeles, CA 90061-1003**





We
      have
      reviewed the accompanying balance sheet of Sew Cal Logo Inc. as of May 31,
      2007,
      and the related statements of income, retained earnings, and cash flows for
      the
      nine months then ended, in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). All information included in these
      financial statements is the representation of the management of Sew Cal Logo
      Inc.





A
      review
      consists principally of inquiries of company personnel and analytical procedures
      applied to financial data. It is substantially less in scope than an audit
      in
      accordance with generally accepted auditing standards, the objective of which
      is
      the expression of an opinion regarding the financial statements taken as a
      whole. Accordingly, we do not express such an opinion.





Based
      on
      our review, we are not aware of any material modifications that should be made
      to the financial statements in order for them to be in conformity with generally
      accepted accounting principles.





***/s/
      Moore & Associates, Chartered***





Moore
      & Associates, Chartered


Las
      Vegas, Nevada


July
      17,
      2007






**2675
      S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7511
      Fax:**


(702)253-7501





**SEW
                    CAL LOGO, INC.****BALANCE
                    SHEETS**August
                    31,May
                    31,
                
                20062007
                
                (Restated)**ASSETS**Current
                    AssetsCash
                    and cash equivalents
                
                $
                250,205
                
                $
                988,251Accounts
                    Receivable, net
                
                
                155,705
                
                
                261,515Inventory
                
                
                115,454
                
                
                124,049Prepaid
                    Expenses
                
                
                9,800
                
                
                4,219Total
                    current assets
                
                
                531,164
                
                
                1,378,034Equipment
                    and machinery, net
                
                
                236,120
                
                
                290,058Other
                    assets
                
                
                -
                
                
                -Total
                    assets
                
                $
                767,284
                
                $
                1,668,092**LIABILITIES
                    AND STOCKHOLDERS' EQUITY**Current
                    liabilitiesAccounts
                    payable
                
                $
                15,233
                
                $
                39,226Note
                    Payable-shareholder
                
                
                347,884
                
                
                347,884Other
                    current liabilities
                
                
                164,686
                
                
                115,463Current
                    Poriton of Long Term Debt
                
                
                244,583
                
                
                285,764Total
                    current liabilities
                
                
                772,386
                
                
                788,337Long-term
                    liabilitiesNote
                    Payable-related party
                
                
                51,079
                
                
                77,298Convertible
                    Debentures
                
                
                2,290,833
                
                
                2,421,969Discount
                    on Convertible Debentures
                
                
                (955,271
                )
                
                (1,880,384
                )Equipment
                    Loans
                
                
                11,851
                
                
                28,070Total
                    liabilities
                
                
                2,170,878
                
                
                1,435,290Stockholders'
                    Equity (Deficit)Preferred
                    stock, authorized 300,000 shares,Par
                    value $0.001, issued and outstanding at5/31/07
                    and 8/31/06 is 300,000 and 234,800shares
                    respectively.
                
                
                300
                
                
                235Common
                    stock, authorized 500,000,000 shares,$0.001
                    par value, issued and outstanding at5/31/07
                    and 8/31/06 is 27,080,702 and 5,549,502shares
                    respectively.
                
                
                27,081
                
                
                5,549Additional
                    Paid in Capital
                
                
                4,067,597
                
                
                3,812,665Stock
                    Subscribed
                
                
                -
                
                
                36,000Accumulated
                    Deficit
                
                
                (5,498,572
                )
                
                (3,621,647
                )Total
                    stockholders' equity (deficit)
                
                
                (1,403,594
                )
                
                232,802Total
                    liabilities and stockholders' equity
                
                $
                767,284
                
                $
                1,668,092




The
          accompanying notes are an integral part of these financial statements.


**SEW
                  CAL LOGO, INC.****STATEMENTS
                  OF OPERATIONS**Nine
                  Months Ended
              
              Three
                  Months EndedMay
                  31,
              
              May
                  31,2007
              
              2006
              
              2007
              
              2006(Restated)
              
              
              
              (Restated)Revenue:Sales
                  of Caps, Embroidery and Other
              
              $
              1,482,731
              
              $
              1,652,595
              
              $
              477,263
              
              $
              516,040Total
                  Revenue
              
              
              1,482,731
              
              
              1,652,595
              
              
              477,263
              
              
              516,040Cost
                  of Goods Sold
              
              
              1,413,501
              
              
              1,644,794
              
              
              497,961
              
              
              584,490Gross
                  profit
              
              
              69,230
              
              
              7,801
              
              
              (20,698
              )
              
              (68,450
              )Expenses:General
                  and Administrative
              
              
              310,938
              
              
              240,911
              
              
              147,260
              
              
              136,446Officer
                  and Administrative Compensation
              
              
              284,535
              
              
              304,947
              
              
              83,269
              
              
              226,462Consulting,
                  Legal and Accounting
              
              
              160,754
              
              
              104,562
              
              
              53,285
              
              
              47,349Depreciation
              
              
              60,638
              
              
              44,311
              
              
              18,854
              
              
              20,357Rent
              
              
              152,000
              
              
              33,000
              
              
              12,000
              
              
              -Total
                  expenses
              
              
              968,865
              
              
              727,731
              
              
              314,668
              
              
              430,614Loss
                  from Operations
              
              
              (899,635
              )
              
              (719,930
              )
              
              (335,366
              )
              
              (499,064
              )Other
                  Income (Expenses)Other
                  Income (Expense)
              
              
              28,524
              
              
              608
              
              
              20,092
              
              
              608Warrant
                  (Expense)
              
              
              -
              
              
              (585,343
              )
              
              -
              
              
              (58,343
              )Interest
                  (Expense)
              
              
              (1,005,814
              )
              
              (807,501
              )
              
              (330,563
              )
              
              (714,996
              )Total
                  other expenses
              
              
              (977,290
              )
              
              (1,392,236
              )
              
              (310,471
              )
              
              (772,731
              )Loss
                  before income taxes
              
              
              (1,876,925
              )
              
              (2,112,166
              )
              
              (645,837
              )
              
              (1,271,795
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              $
              (1,876,925
              )
              $
              (2,112,166
              )
              $
              (645,837
              )
              $
              (1,271,795
              )Basic
                  and Diluted Earnings (Loss) per Share
              
              $
              (0.12
              )
              $
              (0.40
              )
              $
              (0.04
              )
              $
              (0.24
              )Weighted
                  Average Number of Common Shares
              
              
              15,248,849
              
              
              5,225,836
              
              
              15,248,849
              
              
              5,225,836


The
            accompanying notes are an integral part of these financial statements.


**SEW
                  CAL LOGO, INC.****STATEMENTS
                  OF STOCKHOLDERS' EQUITY**(Restated)(From
                  August 30, 1985 (Inception) to May 31, 2007)Additional
              
              
              
              
              
              TotalPreferred
                  Stock
              
              Common
                  Stock
              
              Paid
                  in
              
              Stock
              
              Accumulated
              
              Stockholders'Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Subscribed
              
              (Deficit)
              
              Equity**Balance,
                  August 31, 2004**
              
              
              234,800
              
              $
              235
              
              
              5,020,000
              
              $
              5,020
              
              $
              61,290
              
              $
              -
              
              $
              (568,448
              )
              $
              (501,903
              )Equipment
                  Purchase
              
              
              
              
              
              
              
              
              33,334
              
              
              33
              
              
              114,067
              
              
              
              
              
              
              
              
              114,100Shares
                  issued for Servicesat
                  $0.10 per share
              
              
              
              
              
              
              
              
              122,834
              
              
              123
              
              
              12,160
              
              
              
              
              
              
              
              
              12,283Stock
                  Subscribed
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              36,000
              
              
              
              
              
              36,000Net
                  Loss for Year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (105,366
              )
              
              (105,366
              )**Balance,
                  August 31, 2005**
              
              
              234,800
              
              
              235
              
              
              5,176,168
              
              
              5,176
              
              
              187,517
              
              
              36,000
              
              
              (673,814
              )
              
              (444,886
              )Shares
                  issued for Servicesat
                  $0.15 per share
              
              
              
              
              
              
              
              
              50,000
              
              
              50
              
              
              7,450
              
              
              
              
              
              
              
              
              7,500Fair
                  Value of Warrants attached toConvertible
                  Debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,081,657
              
              
              
              
              
              
              
              
              1,081,657Beneficial
                  Conversion Feature attached toConvertible
                  Debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,500,000
              
              
              
              
              
              
              
              
              2,500,000Shares
                  issued for Servicesat
                  $0.10 per share
              
              
              
              
              
              
              
              
              33,334
              
              
              33
              
              
              3,300
              
              
              
              
              
              
              
              
              3,333Shares
                  issued for Conversion of Debt
              
              
              
              
              
              
              
              
              290,000
              
              
              290
              
              
              32,741
              
              
              
              
              
              
              
              
              33,031Net
                  Loss for Year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,947,833
              )
              
              (2,947,833
              )**Balance,
                  August 31, 2006**
              
              
              234,800
              
              
              235
              
              
              5,549,502
              
              
              5,549
              
              
              3,812,665
              
              
              36,000
              
              
              (3,621,647
              )
              
              232,802Preferred
                  Shares issued for Services
              
              
              65,200
              
              
              65
              
              
              
              
              
              
              
              
              1,891
              
              
              
              
              
              
              
              
              1,956Common
                  Stock Issued for Cash
              
              
              
              
              
              
              
              
              61,000
              
              
              61
              
              
              60,939
              
              
              (36,000
              )
              
              
              
              
              25,000Shares
                  issued for Services
              
              
              
              
              
              
              
              
              2,829,680
              
              
              2,830
              
              
              79,231
              
              
              
              
              
              
              
              
              82,061Shares
                  issued for Conversion of Debt
              
              
              
              
              
              
              
              
              18,640,520
              
              
              18,641
              
              
              112,871
              
              
              
              
              
              
              
              
              131,512Net
                  Income (Loss) for period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,876,925
              )
              
              (1,876,925
              )**Balance,
                  May 31, 2007**
              
              
              300,000
              
              $
              300
              
              
              27,080,702
              
              $
              27,081
              
              $
              4,067,597
              
              $
              -
              
              $
              (5,498,572
              )
              $
              (1,403,594
              )




The
            accompanying notes are an integral part of these financial statements.
 
 **SEW
                      CAL LOGO, INC.****STATEMENTS
                      OF CASH
                      FLOWS**Nine
                      Months EndedMay
                      31,2007
                  
                  2006(Restated)Operating
                      Activities:Net
                      income (loss)
                  
                  $
                  (1,876,925
                  )
                  $
                  (2,112,166
                  )Depreciation
                  
                  
                  60,638
                  
                  
                  61,072Stock
                      issued for services
                  
                  
                  84,017
                  
                  
                  10,833Stock
                      issued for conversion of debt
                  
                  
                  131,512
                  
                  
                  33,031Warrants
                      issued for convertible debt
                  
                  
                  -
                  
                  
                  585,343Amortization
                      of Discount on Debentures
                  
                  
                  925,113
                  
                  
                  516,020Adjustments
                      to reconcile net income (loss)(Increase)
                      decrease in prepaid expenses
                  
                  
                  (5,581
                  )
                  
                  (7,402
                  )(Increase)
                      decrease in inventory
                  
                  
                  8,595
                  
                  
                  43,953(Increase)
                      decrease in other assets
                  
                  
                  -
                  
                  
                  6,000(Increase)
                      decrease in accounts receivable
                  
                  
                  105,810
                  
                  
                  (30,367
                  )Increase
                      (decrease) in accounts payable
                  
                  
                  (23,993
                  )
                  
                  (23,263
                  )Increase
                      (decrease) in other current liabilities
                  
                  
                  49,223
                  
                  
                  (312,736
                  )Net
                      cash provided by (used in) operating activities
                  
                  
                  (541,591
                  )
                  
                  (1,229,682
                  )Investing
                      Activities:(Purchases)
                      disposal of equipment
                  
                  
                  (6,700
                  )
                  
                  -Cash
                      (used) in investing activities
                  
                  
                  (6,700
                  )
                  
                  -Financing
                      Activities:Proceeds
                      from Notes Payable
                  
                  
                  -
                  
                  
                  -Proceeds
                      from Debentures Payable
                  
                  
                  -
                  
                  
                  2,000,000Stock
                      Subscription
                  
                  
                  (36,000
                  )
                  
                  -Stock
                      Sales
                  
                  
                  61,000
                  
                  
                  -Increase/(Decrease)
                      in shareholder loan
                  
                  
                  -
                  
                  
                  -Repayment
                      of SBA Loan
                  
                  
                  -
                  
                  
                  -Repayment
                      of loans
                  
                  
                  (214,755
                  )
                  
                  (93,012
                  )Proceeds
                      from equipment loan
                  
                  
                  -
                  
                  
                  -Net
                      cash provided by (used in) financing activities
                  
                  
                  (189,755
                  )
                  
                  1,906,988Net
                      increase (decrease) in cash and cash equivalents
                  
                  
                  (738,046
                  )
                  
                  677,306Cash
                      and cash equivalents at beginning of the period
                  
                  
                  988,251
                  
                  
                  56,865Cash
                      and cash equivalents at end of the period
                  
                  $
                  250,205
                  
                  $
                  734,171Supplemental
                      Information:Interest
                  
                  $
                  1,005,814
                  
                  $
                  807,501Taxes
                  
                  $
                  -
                  
                  $
                  -Non
                      Cash Financing Activities:Common
                      stock issued for converted debt
                  
                  $
                  131,512
                  
                  $
                  33,031
  The
                accompanying notes are an integral part of these financial statements.


**NOTE
      1. Summary of Significant Accounting Policies**





**The
      Company**




C
      J
      Industries was incorporated in the State of California on August 30, 1985 and
      changed its name to Southern California Logo, Inc (the Company). The Company
      transacts business as Sew Cal Logo.





On
      February 24, 2004 the Company merged with Calvert Corporation, a Nevada
      Corporation. This was a recapitalization accounted for as a stock exchange
      transaction (reverse merger). Calvert also changed its name to Sew Cal Logo,
      Inc. See Note 8 for more details of this merger.





The
      Company is located in Los Angeles, California. The Company produces and
      manufactures custom embroidered caps, sportswear and related corporate
      identification apparel. The Company provides an in-house, full-service custom
      design center where original artwork and logo reproduction for embroidery are
      available. The Company also offers contract embroidery and silk-screening to
      the
      manufacturing and promotional industry. The Company’s products are sold,
      primarily in the United States, to Fortune 500 companies, major motion picture
      and television studios, retailers, and local schools and small businesses.





**Use
      of Estimates**




The
      financial statements have been prepared in conformity with accounting principles
      generally accepted in the United States, which require management to make
      estimates, and assumptions that affect the reported amounts of assets and
      liabilities (including 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. Actual results could differ from those
      estimates.




**Accounts
      Receivable**




The
      Company’s trade accounts receivable and allowance for doubtful accounts are
      shown below.





5/31/07
            
            8/31/06Gross
                Trade Accounts Receivable
            
            $
            157,278
            
            $
            262,765Allowance
                for Doubtful Accounts
            
            
            (1,573
            )
            
            (1,250
            )Accounts
                Receivable, net
            
            $
            155,705
            
            $
            261,515






**Revenue
      Recognition**




The
      Company recognizes revenue from product sales upon shipment, which is the point
      in time when risk of loss is transferred to the customer, net of estimated
      returns and allowances.







**Cash
      and Cash equivalents**




The
      Company maintains cash deposits in banks and in financial institutions located
      in southern California. Deposits in banks are insured up to $100,000 by the
      Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced
      any losses in such accounts and believes it is not exposed to any significant
      credit risk on cash deposits.




**Inventory**




Inventory
      is stated at the lower of cost (first-in, first-out method) or market and
      consists of raw material, work-in-process and finished goods. Normally the
      Company ships out to the customer the finished goods as soon as they are
      produced and therefore usually does not maintain a finished goods inventory.
      Overhead items are applied on a standard cost basis to work in process and
      finished goods.




5/31/07
            
            8/31/06Raw
                Materials and WIP
            
            $
            115,454
            
            $
            124,049Finished
                Goods
            
            
            -
            
            
            -Total
                Inventory
            
            $
            115,454
            
            $
            124,049




**Equipment
      and Machinery**




Equipment
      and machinery are stated at cost. Depreciation is computed using the
      straight-line method over their estimated useful lives ranging from five to
      seven years. Depreciation and amortization expense for the period ended May
      31,
      2007 and the fiscal year August 31, 2006 amounted to $60,638, and $81,430
      respectively. Gains from losses on sales and disposals are included in the
      statements of operations. Maintenance and repairs are charged to expense as
      incurred. As of May 31, 2006 and August 31, 2005 equipment and machinery
      consisted of the following:




5/31/07
            
            8/31/06Equipment
                and Machinery
            
            $
            942,890
            
            $
            968,644Less:Accumulated
                depreciation
            
            
            706,770
            
            
            678,586$
            236,120
            
            $
            290,058





**Fiscal
      Year**





The
      Company operates on a fiscal year basis with a year ending August
      31.





**Earnings
      and Loss Per Share Information**





Basic
      net
      earnings (loss) per common share is computed by dividing net earnings (loss)
      applicable to common shareholders by the weighted-average number of common
      shares outstanding during the period.





**Segment
      Reporting**





Pursuant
      to Statement of Financial Accounting Standards No. 131 (“SFAS No. 131”),
“Disclosure about Segments of an Enterprise and Related Information,” the
      Company has determined it operated in only one segment.







***NOTE
      2. Going Concern***




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the realization of assets
      and the liquidation of liabilities in the normal course of business. However,
      the Company has accumulated a loss during the last five years of operations.
      This raises substantial doubt about the Company’s ability to continue as a going
      concern. The financial statements do not include any adjustments that might
      result from this uncertainty.




**Managements
      Plan**




Management
      continues to seek funding from its shareholders and other qualified investors
      to
      pursue its business plan. It is in the process of expanding its sales and
      distribution capability.





**NOTE
      3. Accounts Payable and Other Current Liabilities**





As
      of the
      period ends shown, accounts payable and accrued liabilities consisted of the
      following:





5/31/07
            
            8/31/06Trade
                accounts payable
            
            $
            16,161
            
            $
            39,226Sales
                tax payable
            
            $
            3,483
            
            $
            4,896Short
                Term Loan - Related PartyPayroll
                Liabilities
            
            
            68,252
            
            
            71,177Credit
                Card Debt
            
            
            903
            
            
            15,299Revolving
                bank line of credit (Prime +3.8
                %, interest payable monthly), Principaldue
                upon maturity on 7/1/07 unless renewedby
                bank, secured by accounts receivable
            
            
            92,048
            
            
            24,091Revolving
                bank line of credit (prime +3.8750
                % Interest payable monthly), Principaldue
                upon maturity on 7/1/06 unless renewedby
                bank, secured by accounts receivable
            
            
            -
            
            
            -$
            164,686
            
            $
            115,462





**NOTE** **4.
      Note Payable- Related Party**




On
      March
      1, 2003, for purposes of working capital, the sole shareholder and spouse made
      a
      $355,384 subordinated loan to the Company. The Company is obligated to pay
      monthly interest only on the subordinated loan during its term at the rate
      of
      10% per annum (fixed-rate calculated as simple interest). The entire principal
      amount of the loan was originally due on March 1, 2004, and has continued from
      that time on a month-to-month basis. The subordinated loan, which was consented
      to by United Commercial Bank and subsequent banks, is collateralized by the
      assets of the Company, including but not limited to any and all equipment owned
      by the Company, inventory, and outstanding receivables. The balance due at
      May
      31, 2007 is $347,884.





On
      April
      1, 2005 a shareholder loaned the company $100,000 on a five year monthly
      installment loan at 5% per annum for the purchase equipment. Balance of loan
      as
      of May 31, 2007 is $51,079.








**NOTE
      5. Commitments and Contingencies**




**Long-Term
      Debt**




On
      March
      25, 2002 the Company entered into an agreement with United Commercial Bank
      for a
      $515,000 SBA loan. For the years ending August 31, 2003 and 2002, the unpaid
      principal balance of the loan was $462,100 and $500,313 respectively. The
      monthly required payment varied with an annual interest rate of 6.75% and a
      maturity date of March 1, 2012. This loan related to the purchase of
      equipment.





On
      August
      11, 2004 the Company refinanced this SBA loan with Pacific Liberty Bank. As
      of
      May 31, 2007 the balance was $244,583. Monthly payments are made the
      15 th of each
      month with interest at prime plus 2.5. Currently the interest rate is 9.5%.
      This
      loan is collateralized by the assets of the corporation and is in first place
      before the shareholder loan.





On
      April
      16, 2003 the Company entered an installment sale contract with GMAC for the
      purchase of a vehicle. The total amount financed at signing was $40,754 that
      represents the total sale price. The agreement requires 60 monthly payments
      of
      approximately $679 beginning on May 16, 2003 and ending on April 16, 2008.
      This
      Loan has been paid off.





The
      Company has a second installment loan with GMAC on a vehicle with a balance
      as
      of August 31, 2006 of $11,851





**Lease
      Commitments**





The
      Company leases warehouse and office facilities under an operating lease
      requiring the Company to pay property taxes and utilities. In July 2004 this
      building was purchased by a related party (a corporation controlled by the
      officers) and the lease was re-written for 5 years. Lease expense is currently
      $12,500 per month.





The
      lease
      obligation is shown below for the next five years.





Year
                1
            
            Year
                2
            
            Year
                3
            
            Year
                4
            
            Year
                5Office
                /warehouse lease
            
            $
            150,000
            
            $
            150,000
            
            $
            150,000
            
            $
            150,000
            
            $
            150,000





**Callable
      Convertible Debentures**




On
      February 16, 2006 the Company executed an equity financing agreement wherein
      it
      will issue an aggregate of $2,000,000 callable convertible debentures in three
      segments. The Company has received a net of $1,955,000. The debentures are
      convertible to common stock at 45% below the lowest three intra-day trading
      price during the 20 trading days immediately preceding conversion.





The
      Debentures also carry five-year warrants exercisable at $0.50 per share. The
      aggregate number of warrants to be issued is 2,142,855. The Company has recorded
      an expense of $585,343 for the fair value of the warrants. The value was
      determined using the Black-Scholes pricing model and assumes a 5 year maturity,
      a risk free interest rate of 4.85% and a volatility of 207%.





The
      Company has recorded a discount on the convertible debentures of $2,000,000
      which represents the beneficial conversion feature. During the year ended August
      31, 2006 the Company has converted $33,031 debt into stock and expensed $565,752
      of the recorded discount as interest expense. The Company will amortize the
      remaining discount over the 2 year life of the debentures. The discount was
      determined using the Black-Scholes pricing model and assumes a 2 year maturity,
      a risk free interest rate of 4.85% and a volatility of 207%.








On
      July
      31, 2006 the Company executed an equity financing agreement wherein it has
      issued $500,000 in callable convertible debentures and 20,000,000 seven year
      warrants exercisable at $0.05 per share. The debentures are convertible to
      common stock at 40% below the lowest three intra-day trading price during the
      20
      trading days immediately preceding conversion. The aggregate number of shares
      to
      possibly be issued at 100% conversion is 69,444,444 shares. Calculated using
      a
      current 3 day trading average price per share of $0.012 per share less 40%
      is
      $0.0072 per share divided into $500,000 equals 69,444,444 shares.





During
      the year ended August 31, 2006, the Company recorded an expense of $496,314
      for
      the fair value of the warrants. The value was determined using the Black-Scholes
      pricing model and assumes a 5 year maturity, a risk free interest rate of 4.85%
      and a volatility of 207%.





The
      Company has recorded a discount on the convertible debentures of $500,000 which
      represents the beneficial conversion feature and is amortized to interest
      expense over the 2 year life of the debentures. The Company recorded an expense
      of $20,833 during the year ended August 31, 2006. The discount was determined
      using the Black-Scholes pricing model and assumes a 2 year maturity, a risk
      free
      interest rate of 4.85% and a volatility of 207%.





**NOTE** **6.
      Stockholders’ Equity**




Preferred
      Stock





The
      Company (post merger) is authorized to issue three hundred thousand (300,000)
      shares of series A preferred stock at a par value of $0.001. The preferred
      stock
      is convertible to common stock at one share of preferred for every 100 shares
      of
      common. The preferred shares can only be converted when the Company reaches
      $10,000,000 in sales for any fiscal year. As of August 31, 2004 there were
      234,800 shares of preferred stock. The value was placed at par. The conversion
      to common stock would be 23,480,000 shares. Based upon the actual growth for
      the
      last two years, the $10,000,000 in sales will not be reached within five years.
      Therefore, these shares are not considered in calculating the loss per
      share.





During
      the quarter ended May 31, 2007 the Company issued 65,200 preferred shares for
      services to key employees for services.





Common
      Stock





On
      August
      25, 2006 the Company’s authorization to issued common stock was increased from
      50,000,000 shares to 500,000,000 shares at par value of $0.001





As
      of
      August 31, 2004 (post merger) the Company had 5,020,000 common shares issued
      and
      outstanding. The Company’s financial statements have been restated to reflect
      the recapitalization on a retroactive basis.





In
      May
      2005 the Company purchased equipment valued at $114,100 for 33,334 common share
      and issued 122,834 common shares for services valued at $12,283.





As
      of 31
      May 2005 the Company had received from investors $36,000 in investment funds
      for
      which restricted common shares will be issued. The exact number of shares has
      not yet been determined.




On
      January 6, 2006 the Company issued 50,000 common shares for services valued
      at
      $7,500.





On
      February 16, 2006 the Company entered into a securities purchase agreement
      for a
      total subscription amount of $2,000,000 that includes stock purchase warrants
      and callable convertible debentures. A discount on convertible debentures was
      recorded as additional paid in capital of $2,000,000 for the beneficial
      conversion feature which is being amortized over the life of the debentures.
      The
      total subscription includes an aggregate of 2,142,858 five-year warrants
      exercisable for the same number of common shares at $0.50 per share. An
      aggregate of 25,974,026 common shares have been registered and are available
      for
      issue to potentially convert the full $2,000,000.








On
      July
      31, 2006 the Company issued $500,000 in convertible debentures which are
      convertible to shares of the Company’s common stock at a 40% discount to the
      market price at the time of conversion. A discount on convertible debentures
      was
      recorded as additional paid in capital of $500,000 for the beneficial conversion
      feature which is being amortized over the life of the debentures. Common stock
      registered to convert the full $500,000 was calculated at 69,444,444 shares
      using the current three day average price per share of $0.012 less a 40%
      discount.





On
      May
      31, 2006 the Company issued 290,000 common shares by converting $33,031 of
      debenture debt and issued 33,334 common shares for consulting services valued
      at
      $3,333.





The
      Company issued 61,000 common shares for cash of $25,000 and the subscription
      deposit of $36,000 received in May 2005 in a private placement.





The
      Company issued 2,829,680 common shares for services valued at
      $82,061.





The
      Company converted $131,512 debt into 18,640,520 common shares during the period
      ended May 31, 2007.




**Warrants**




With
      the
      $1,955,000 worth of convertible debentures described above 2,000,000 five-year
      warrants for commons stock exercisable at $0.50 per share were issued and with
      the $500,000 convertible debentures 20,000,000 seven-year warrants for common
      shares exercisable at $0.05 per share were issued. Both exercisable prices
      are
“out of the money” therefore no discount has been recorded.




**NOTE** **7.
      Interest Expense**




Interest
      expense for the period ended May 31, 2007 and the year ended August 31, 2006
      is
      $1,005,814 and $716,440 respectively.





**NOTE
      8. Income Taxes**





The
      Company provides for income taxes under Statement of Financial Accounting
      Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use
      of
      an asset and liability approach in accounting for income taxes. Deferred tax
      assets and liabilities are recorded based on the differences between the
      financial statement and tax bases of assets and liabilities and the tax rates
      in
      effect when these differences are expected to reverse.





SFAS
      No.
      109 requires the reduction of deferred tax assets by a valuation allowance
      if,
      based on the weight of available evidence, it is more likely than not that
      some
      or all of the deferred tax assets will not be realized. In the Company’s
      opinion, it is uncertain whether they will generate sufficient taxable income
      in
      the future to fully utilize the net deferred tax asset. Accordingly, a valuation
      allowance equal to the deferred tax asset has been recorded. The total deferred
      tax asset is calculated by multiplying a 15% estimated tax rate by the items
      making up the deferred tax account. For the Company only the Net Operating
      Loss
      (NOL) was available for a tax asset.





The
      provision for income taxes is comprised of the net changes in deferred taxes
      less the valuation account plus the current taxes payable.





At
      August
      31, 2006, federal income tax net operating loss carry forwards (“NOL’s”) which
      were available to the Company were the following with the year in which they
      expire.








Year
                (8/31)
            
            Amount
            
            Expires1996
            
            $
            2,104
            
            
            20111997
            
            
            9,265
            
            
            20121998
            
            
            26,317
            
            
            20131999
            
            
            21,074
            
            
            20192000
            
            
            50,619
            
            
            20202001
            
            
            21,675
            
            
            20202002
            
            
            319,424
            
            
            20222003
            
            
            45,381
            
            
            20232005
            
            
            105,366
            
            
            20252006
            
            
            2,947,833
            
            
            2026Total
            
            $
            3,549,058





Were
      the
      NOL tax asset to be recorded at 8/31/05 it would be a long-term asset of
      $532,359. Continued profitability by the Company will be a major factor in
      the
      valuation account being removed and the recording of this asset.





**NOTE
      9. Merger with Calvert**





On
      February 24, 2004 the Company merged with Calvert Corporation, an inactive
      Nevada Corporation. This was a recapitalization accounted for as a stock
      exchange reverse acquisition with Calvert being the surviving legal entity
      and
      Southern California becoming the surviving historical entity. Before the merger
      Southern California had 100 shares of common stock issued and outstanding that
      were owned by a single shareholder. As part of the merger Calvert issued to
      this
      shareholder 189,800 shares of series A preferred stock and 3,000,000 shares
      of
      common stock in exchange for all the shares (100) of Southern California. These
      share totals have been retroactively applied to previous years.





As
      part
      of the merger 45,000 shares of preferred stock and 1,500,000 shares of common
      stock were issued for services rendered. A value of $1,545 was placed upon
      these
      shares.





Calvert
      had a zero book value prior to the merger and is shown as the acquired company
      on the statement of stockholders’ equity with 520,000 shares outstanding prior
      to the merger.





After
      the
      completion of the merger the Company had 5,020,000 shares of common stock and
      234,800 shares of series A preferred stock.





**NOTE
      10.**  **The Effect Of Recently Issued Accounting Standards**




Below
      is
      a listing of the most recent accounting standards SFAS 150-154 and their effect
      on the Company.





**Statement
      No. 150**  *Accounting
      for Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity (Issued 5/03)*





This
      Statement establishes standards for how an issuer classifies and measures
      certain financial instruments with characteristics of both liabilities and
      equity.





**Statement
      No. 151**  *Inventory
      Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)*





This
      statement amends the guidance in ARB No. 43, Chapter 4, *Inventory
      Pricing* ,
      to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
      4, previously stated that “...under some circumstances, items such as idle
      facility expense, excessive spoilage, double freight and re-handling costs
      may
      be so abnormal ass to require treatment as current period charges....” This
      Statement requires that those items be recognized as current-period charges
      regardless of whether they meet the criterion of “so abnormal.” In addition,
      this Statement requires that allocation of fixed production overheads to the
      costs of conversion be based on the normal capacity of the production
      facilities.








**Statement
      No. 152**  *Accounting
      for Real Estate Time-Sharing Transactions (an amendment of FASB Statements
      No.
      66 and 67)*





This
      Statement amends FASB Statement No. 66, *Accounting
      for Sales of Real Estate* ,
      to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in AICPA Statement of Position (SOP)
      04-2, *Accounting
      for Real Estate Time-Sharing Transactions* .





This
      Statement also amends FASB Statement No. 67, Accounting *for
      Costs and Initial Rental Operations of Real Estate Projects* ,
      states
      that the guidance for (a) incidental operations and (b) costs incurred to sell
      real estate projects does not apply to real estate time-sharing transactions.
      The accounting for those operations and costs is subject to the guidance in
      SOP
      04-2.





**Statement
      No. 153**  *Exchanges
      of Non-monetary Assets (an amendment of APB Opinion No. 29)*





The
      guidance in APB Opinion No. 29, *Accounting
      for Non-monetary Transactions* ,
      is
      based on the principle that exchanges of non-monetary assets should be measured
      based on the fair value of the assets exchanged. The guidance in that Opinion,
      however, includes certain exceptions to the principle. This Statement amends
      Opinion 29 to eliminate the exception for non-monetary exchanges of similar
      productive assts and replaces it with a general exception for exchanges of
      non-monetary assets that do not have commercial substance. A non-monetary
      exchange has commercial substance if the future cash flows of the entity are
      expected to change significantly as a result of the exchange.





***Statement
      No. 154*** -
      Accounting Changes and Error Corrections (a replacement of APB Opinion No.
      20
      and FASB Statement No. 3)




This
      Statement replaces APB Opinion No. 20, *Accounting
      Changes,* and FASB
      Statement No. 3, *Reporting
      Accounting Changes in Interim Financial Statements,* and
      changes the requirements for the accounting for and reporting of a change in
      accounting principle. This Statement applies to all voluntary changes in
      accounting principle. It also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provisions. When a pronouncement includes specific
      transition provisions, those provisions should be followed.





The
      adoption of these new Statements is not expected to have a material effect
      on
      the Company’s current financial position, results or operations, or cash
      flows.





**NOTE
      11.**  **Restated Financial Statements**




The
      Company’s financial statements for the year ended August 31, 2006 have been
      restated to reflect the beneficial conversion feature and the warrants attached
      to the convertible debt issued during 2006. As summary of the effect of the
      restatements is as follows:




**Balance
      Sheet:**




Discount
                on Convertible DebenturesOriginal
            
            $
            485,014As
                Restated
            
            
            1,880,384Additional
                Paid in CapitalOriginal
            
            $
            746,008As
                Restated
            
            
            3,812,665Accumulated
                DeficitOriginal
            
            $
            1,950,360As
                Restated
            
            
            3,621,647**Statement
                of Operations:**Warrant
                ExpenseOriginal
            
            $
            -As
                Restated
            
            
            1,081,657Interest
                ExpenseOriginal
            
            $
            126,810As
                restated
            
            
            716,440








**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONTINUING AND FUTURE PLAN OF
      OPERATIONS.**







**FORWARD
      LOOKING STATEMENTS**





This
      analysis should be read in conjunction with the condensed consolidated financial
      statements, the notes thereto, and the financial statements and notes thereto
      included in the Company's Registration Statement on Form SB-2, as amended,
      initially filed on March 20, 2004. All non-historical information contained
      in
      this annual report is a forward-looking statement. The forward-looking
      statements contained herein are subject to certain risks and uncertainties
      that
      could cause the actual results to differ materially from those reflected in
      the
      forward-looking statements.




**Results
      of Operations**





Total
      revenue was $477,263 for the quarter ended May 31, 2007 as compared to $516,040
      the quarter ended May 31, 2006, a net decrease of $38,777. The net decrease
      is
      primarily due to loss of private label business as the market for headwear
      manufacturing continued moving to Chinese imports. Also, The decrease in gross
      profit as a percent of sales is directly attributed to our significant
      investment in starting our new brand Pipeline Posse. A line of clothing has
      been
      developed and advertising and promotional campaigns are initiated and underway.
      This new segment of our business is expected to provide a significant increase
      in revenues resulting within the next 18 months. We have increased our rent
      by
      $7500 per month as a result of leasing an additional 10,000 square feet within
      our occupied facility as it became available when the former tenant moved out.
      This additional space, several offices and an inventory / shipping area, are
      devoted exclusively to our new brand and product development initiated to
      provide company growth in these new areas. Officer and Administrative
      Compensation was $83,269 for the quarter ended May31, 2007 as compared to
      $226,462 for the quarter ended May31, 2006, a net decrease of $143,193. The
      net
      decrease is due to the fact that the President took a decrease in salary. Total
      Assets were $767,284at May31, 2007 as compared to $1,668,092 at May 31, 2006,
      a
      net decrease of $900,808. The net decrease was primarily due increased
      investment, legal expenses, and advertising in development of our trademarks
      and
      branding of our own apparel line.




**Plan
      of Operation**





In
      2005
      we acquired the rights to a branded line of Surf and Sports Wear items named
      Pipeline Posse. We have developed the necessary relationships, executed
      exclusive marketing and advertising programs with some of the top names in
      the
      Surfing World, designed an initial line of related surf and sports clothing,
      created and activated an on-line retail store for Pipeline Posse, and are
      planning a Summer - Fall 2007 launch of these products into selected retail
      stores.


We
      are
      currently in the process of developing our comprehensive business plan to
      include branded equipment, film and television projects, sports equipment and
      accessories, as well as brand endorsement for several major categories of
      products related to the action sports and youth markets.





**Private
      Labeling**





Domestic
      headwear suppliers have been drastically reduced as a result of increased lower
      pieced imports. Suppliers remaining in this business each have their own niche
      in the market place. Few remain in California and our customer base is
      increasing somewhat with this reduced competition. There are U.S. suppliers
      located in the Midwest and on the East Coast. They seldom manufacture for our
      market and deal mainly in the golf, major league baseball and ad specialty-type
      businesses.





Overseas
      suppliers are a different situation. They can produce a cap at a fraction of
      the
      price we can and we are constantly in competition with them. They can copy
      all
      that we create, but if they are asked to create on their own, they may fall
      short, as our industry is constantly changing by way of fabrics, styles, and
      method of decorating. Overseas suppliers are in the business of mass production
      for export. Our current customers use overseas suppliers for some of their
      "bread and butter" styles but tend to use U.S. suppliers for the more cutting
      edge products. However, overseas manufacturers require considerably more time
      in
      creating new products because of their inability to provide face-to-face contact
      with designers and domestic customers. They also require greater lead times
      for
      shipping and cannot make changes overnight (literally) when required. The
      logistics also may not allow them to be immediately aware of developing trends,
      forecasting them, and then developing an appropriate finished product instantly.








At
      present, the youth oriented "action sports" lifestyle-clothing market
      (surf/skate/snow) is led by labels such as "Quiksilver" of Huntington Beach,
      California, representing in excess of $1 billion in annual sales. Also, "O'Neill
      Sportswear", "Rip Curl", "Lost", "Billabong", "Volcom", and numerous other
      Orange County, California-based clothing companies service this market and
      can
      be considered competition for our new brands. We believe that teens and young
      adults are looking for something new and trendy to identify with, purchase,
      and
      wear.





Although
      we believe we now have the experience and resources to take advantage of and
      fulfill the needs of this market and we have already made significant steps
      towards doing so, the youth, active and sports apparel industry is highly
      competitive, with many of our competitors having greater name recognition and
      resources than we do. Many of our competitors are well established, have
      longer-standing relationships with customers and suppliers, greater name
      recognition and greater financial, technical and marketing resources. As a
      result, these competitors may be able to respond more quickly and effectively
      than we can to new or changing opportunities or customer requirements. Existing
      or future competitors may develop or offer products that provide price, service,
      number or other advantages over those we intend to offer. If we fail to compete
      successfully against current or future competitors with respect to these or
      other factors, our business, financial condition, and results of operations
      may
      be materially and adversely affected.





We
      currently have no market share data available for competition in these areas.
      We
      work on each job through personal contacts and are frequently the only company
      contacted for the particular project.





We
      do not
      depend on any one or a few major customers.





**Patents,
      Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts**





We
      recently applied to the USTPO for the trademark “Pipeline Posse” in several
      categories. Each of our applications is active and currently under review for
      approval by the USPTO examiners We will continue to assess the need for any
      copyright, trademark or patent applications on an ongoing basis.





**Film
      Wardrobe & Entertainment Related Business**





Film
      wardrobe and related business remains slow as productions continue to be
      produced outside the United States. This holds true for nearly all of the major
      studios as well as independent filmmakers, causing the majority of the local
      costume houses to downsize.





To
      counter this trend and help regain our lost dollar volume in this area we will
      continue our existing strategy of marketing directly to movie and television
      productions before they begin filming locally and send units out of town on
      location. Our strategy of dealing directly with producers, wardrobe personnel,
      and talent is beginning to pay off with recent orders from major films such
      as
“Superman Returns” and the upcoming “American Gangster” starring Denzel
      Washington and Russell Crowe.





**Corporate
      Sales**





While
      corporate clients currently account for less than fifteen percent (15%) of
      our
      business, we continue to focus on growing this area of our business over the
      next year with the addition of in-house salespeople. Also, the addition of
      new
      silk screening equipment has given us the capability to accept and produce
      large
      orders of promotional t-shirts and related items for corporate programs through
      outside sales and advertising organizations. Our salespeople are now attempting
      to solicit business to our existing client base via telephone and Internet
      as
      well as to potential new customers through the same means as well as through
      print advertising via mailing and placement in trade publications. We are
      committed to making this new division profitable and more qualified labor has
      been retained to operate the new equipment as needed. Second and third
      manufacturing shifts can be added as growth requires. We have assigned two
      in-house clerical persons to service new inquiries and added accounts, as well
      as order finished goods for embellishment and shipping. Current production
      capacity is adequate to handle the anticipated increased volume. No other major
      capital expenditures are anticipated at this time.





**Development
      of new Product Lines**





We
      have
      identified and developed an opportunity to export the California life style
      to
      the rest of America and to the worldwide markets in general. Started as an
      idea
      born in San Clemente, California, home of the premier surfing beaches in the
      world, we have created a number of California Driven brands of products.





Under
      the
      California Driven umbrella, several lines are being developed with specific
      target markets in mind. Currently, several California Driven products are being
      developed by us but they do not represent any significant amount of our current
      overall revenue. The California Driven brand lines are being developed as an
      expansion into our own line of products to market and sell. To develop this
      market, capital of $2,500,000 in the form a convertible debenture has been
      secured and is being budgeted to support both current operations and develop
      our
      brands of apparel and related projects.




The
      first
      identified brand line is Pipeline Posse(TM) **.** Three
      trademarks have been applied for and are under active review for approval by
      the
      USPTO. **** We
      have
      completed initial design of a line of surf wear under the Pipeline Posse(TM)
      logo and have manufactured lifestyle oriented goods to begin a sales and
      marketing campaign. The exclusive rights for Pipeline Posse(TM) were acquired
      on
      August 15, 2005 from Braden Dias of Hawaii. Mr. Dias is a world renowned surfer
      and is under agreement with us to represent Pipeline Posse as a professional
      athlete in the development of Surf and Sportswear lines. In addition to Mr.
      Dias, several additional professional Hawaiian surfers are currently under
      agreement to represent the project and 3 support people have been hired, both
      in
      Hawaii and California. Clothing design is being aggressively developed by both
      in-house personnel and professional independent contractors experienced in
      product development for the Action Sports Industry.





Contact
      with our target market has been initially established in several major surf
      publications through personal interviews with our athletes as well as editorials
      on The Pipeline Posse itself. Print and on-line advertising campaigns have
      commenced in both industry related magazines and websites. We have also
      published and activated PIPELINEPOSSE.COM, our website which features up to
      date
      information on the athletes, activities, photo and video galleries, an active
      news blog, related action sports links, and a fully developed online store.
      The
      secure site and shopping capability has been recently activated to accept credit
      cards and offer shipment of merchandise worldwide. A multi- faceted major
      advertising and marketing campaign is being budgeted and developed for launch
      in
      early 2007 and professional sales organizations are being interviewed and
      considered for representation and distribution of the brand both domestically
      and worldwide.





Additional
      Action Sport related brands are being considered and are in various stages
      of
      development in regard to trademarks, competition, market potential, and strategy
      and cost. Target dates for launch have not been yet established.




This
      Form
      10-QSB includes forward looking statements concerning the future operations
      of
      the Company. This statement is for the express purpose of availing the Company
      of the protections of such safe harbor with respect to all forward looking
      statements contained in this Form 10-QSB. We have used forward looking
      statements to discuss future plans and strategies of the Company. Management's
      ability to predict results or the effect of future plans is inherently
      uncertain. Factors that could affect results include, without limitation,
      competitive factors, general economic conditions, customer relations,
      relationships with vendors, the interest rate environment, governmental
      regulation and supervision, seasonality, distribution networks, product
      introductions, acceptance, technological change, changes in industry practices
      and one-time events. These factors should be considered when evaluating the
      forward looking statements and undue reliance should not be placed on such
      statements. Should any one or more of these risks or uncertainties materialize,
      or should any underlying assumptions prove incorrect, actual results may vary
      materially from those described herein.




**Critical
      Accounting Policies**




SewCal's
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use if estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.




Our
      significant accounting policies are summarized in Note 1 of our financial
      statements. While all these significant accounting policies impact its financial
      condition and results of operations, SewCal's views certain of these policies
      as
      critical. Policies determined to be critical are those policies that have the
      most significant impact on SewCal's consolidated financial statements and
      require management to use a greater degree of judgment and estimates. Actual
      results may differ from those estimates. Our management believes that given
      current facts and circumstances, it is unlikely that applying any other
      reasonable judgments or estimate methodologies would cause effect on our
      consolidated results of operations, financial position or liquidity for the
      periods presented in this report. During the next twelve months, we expect
      to
      take the following steps in connection with the further development of our
      business and the implementation of our plan of operations:







**Item
      3. Controls and Procedures**





Our
      management, under the supervision and with the participation of our Chief
      Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the
      effectiveness of our disclosure controls and procedures as defined in Securities
      and Exchange Commission (“SEC”) Rule 13a-15(e) and 15d-15(e) as of the end of
      the period covered by this report.  Based upon that evaluation,
      management  has concluded that our  disclosure  controls 
and  procedures  are  effective  to ensure  that
      information  we are required to disclose in reports that we file or submit
      under the Securities Exchange Act is communicated to management, including
      the
      CEO and CFO, as appropriate to allow timely decisions  regarding required
      disclosure and is  recorded,  processed,  summarized 
and  reported  within the time periods specified in the SEC’s rules
      and forms.


There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over


financial
      reporting that occurred during the third quarter of 2006/2007 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.






**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




GRAPHIC
      PRINTS, INC. v. SEW CAL LOGO, INC. United States District Court for the Central
      District of California CASE NO.: CV06-6427 JFW (PJWx)


In
      October Plaintiff Graphic Prints Inc. filed suit asserting infringement and
      related causes of action with respect to its alleged trademarks. Sew Cal denies
      that any such activities have taken place, disputes the validity of plaintiff’s
      purported trademarks and will vigorously defend the suit.




Naranjo
      v. Sew Cal Logo Inc., California **** Case
      No.
      BC368353


In
      March
      Mr. Naranjo filed a purported class action suit against Sew Cal asserting wages
      due and violations of various sections of the California Labor Code relating
      to
      his purported tenure with the company.  Sew Cal denies all allegations in
      the complaint and intends to defend the suit accordingly.







**ITEM
      2. CHANGES IN SECURITIES**




None




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.







**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None




**ITEM
      5. OTHER INFORMATION**




None





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
      EXHIBITS





31.1
                Certification of the Chief Executive Officer Pursuant to Section
                302 of
                the
              Sarbanes-Oxley
                Act
              
              31.2
                Certification of the Chief Financial Officer Pursuant to Section
                302
                of
              the
                Sarbanes-Oxley Act
              
              32.1
                Certification of the Chief Executive Officer Pursuant to Section
                906
                of
              the
                Sarbanes-Oxley Act
              
              32.2
                Certification of the Chief Financial Officer Pursuant to Section
                906
                of
              the
                Sarbanes-Oxley Act





(b)
      REPORTS ON FORM 8-K




None




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




Date: July 16, 2007
            By:  /s/ Richard
                Songer
              Richard
                Songer
              President,
                Director and Chie
              Executive
                OfficerBy: /s/ Judy
              SongerJudy
                Songer
              Director
                and Chief
              Financial
                Officer