**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 February 28, 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 February 28, 2007, there were17,764,036
      shares of the registrant's Common Stock outstanding and 234,800 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**





We
      have
      reviewed the accompanying balance sheet of Sew Cal Logo Inc. as of February
      28,
      2007, and the related statements of income, retained earnings, and cash flows
      for the six 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.





The
      accompanying financial statements have been prepared assuming that the company
      will continue as a going concern. The
      Company has had a net loss since inception this raises substantial doubt about
      its ability to continue as a going concern. The
      financial statements do not include any adjustments that might result from
      this
      uncertainty.






*/s/
      Moore & Associates, Chartered*


Moore
      & Associates, Chartered


Las
      Vegas, Nevada


April
      12,
      2007




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


(702)253-7501




1





**SEW
                CAL LOGO, INC.****BALANCE
                SHEETS**(Unaudited)




August
                31,February
                28,
            
            20062007
            
            (Audited)**ASSETS**Current
                AssetsCash
                and cash equivalents
            
            $
            572,806
            
            $
            988,251Accounts
                Receivable, net
            
            
            159,870
            
            
            261,515Inventory
            
            
            123,356
            
            
            124,049Prepaid
                Expenses
            
            
            14,109
            
            
            4,219Total
                current assets
            
            
            870,141
            
            
            1,378,034Equipment
                and machinery, net
            
            
            263,273
            
            
            290,058Other
                assets
            
            
            -
            
            
            -Total
                assets
            
            $
            1,133,414
            
            $
            1,668,092




**LIABILITIES
                AND STOCKHOLDERS' EQUITY**




Current
                liabilitiesAccounts
                payable
            
            $
            39,108
            
            $
            39,226Note
                Payable-shareholder
            
            
            347,884
            
            
            347,884Other
                current liabilities
            
            
            181,842
            
            
            115,463Current
                Poriton of Long Term Debt
            
            
            258,694
            
            
            285,764Total
                current liabilities
            
            
            827,528
            
            
            788,337Long-term
                liabilitiesNote
                Payable-related party
            
            
            56,077
            
            
            77,298Convertible
                Debentures
            
            
            2,353,071
            
            
            2,421,969Discount
                on Convertible Debentures
            
            
            (463,476
            )
            
            (485,014
            )Equipment
                Loans
            
            
            23,394
            
            
            28,070Total
                liabilities
            
            
            2,796,594
            
            
            2,830,660Stockholders'
                Equity (Deficit)Preferred
                stock, authorized 300,000 shares,Par
                value $0.001, issued and outstanding at28-Feb-07
                and 31-Aug-06 is 234,800 sharesrespectively.
            
            
            235
            
            
            235Common
                stock, authorized 500,000,000 shares,$0.001
                par value, issued and outstanding at28-Feb-07
                and 31-Aug-06 is 17,934,556 and5,549,502
                shares respectively.
            
            
            17,764
            
            
            5,549Paid
                in Capital
            
            
            883,526
            
            
            746,008Stock
                Subscribed
            
            
            -
            
            
            36,000Retained
                Earnings(Deficit)
            
            
            (2,564,705
            )
            
            (1,950,360
            )Total
                stockholders' equity (deficit)
            
            
            (1,663,180
            )
            
            (1,162,568
            )Total
                liabilities and stockholders' equity
            
            $
            1,133,414
            
            $
            1,668,092




2




**SEW
                CAL LOGO, INC.****STATEMENTS
                OF OPERATIONS**(Unaudited)




Six
                Months Ended
            
            Three
                Months EndedFebruary
                28,
            
            February
                28,2007
            
            2006
            
            2007
            
            2006Revenue:Sales
                of Caps, Embroidery and Other
            
            $
            1,005,468
            
            $
            1,076,652
            
            $
            443,864
            
            $
            555,061Total
                Revenue
            
            
            1,005,468
            
            
            1,076,652
            
            
            443,864
            
            
            555,061Cost
                of Goods Sold
            
            
            907,108
            
            
            827,157
            
            
            455,655
            
            
            453,710Gross
                profit
            
            
            98,360
            
            
            249,495
            
            
            (11,791
            )
            
            101,351Expenses:General
                and Administrative
            
            
            163,678
            
            
            30,507
            
            
            61,232
            
            
            12,571Officer
                and Administrative Compensation
            
            
            201,266
            
            
            144,502
            
            
            94,423
            
            
            83,880Consulting,
                Legal and Accounting
            
            
            107,469
            
            
            7,747
            
            
            52,597
            
            
            247Depreciation
            
            
            41,784
            
            
            4,759
            
            
            20,892
            
            
            2,379Rent
            
            
            140,000
            
            
            21,000
            
            
            60,000
            
            
            7,500Interest
                Expense
            
            
            58,509
            
            
            32,395
            
            
            18,160
            
            
            19,552Total
                expenses
            
            
            712,706
            
            
            240,910
            
            
            307,304
            
            
            126,129Income
                (loss) before income taxes
            
            
            (614,346
            )
            
            8,585
            
            
            (319,095
            )
            
            (24,778
            )Provision
                for income taxes
            
            
            -
            
            
            5,718
            
            
            -
            
            
            -Net
                income (loss)
            
            $
            (614,346
            )
            $
            2,867
            
            $
            (319,095
            )
            $
            (24,778
            )Basic
                and Diluted Earnings (Loss) per Share
            
            $
            (0.05
            )
            $
            0.00
            
            $
            (0.03
            )
            $
            (0.00
            )Weighted
                Average Number of Common Shares
            
            
            12,030,707
            
            
            5,020,000
            
            
            12,030,707
            
            
            5,020,000


3


**SEW
                  CAL LOGO, INC.****STATEMENTS
                  OF STOCKHOLDERS' EQUITY**(Unaudited)
  Retained
              
              TotalPreferred
                  Stock
              
              Common
                  Stock
              
              Paid
                  in
              
              Stock
              
              Earnings
              
              Stockholders'Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Subscribed
              
              (Deficit)
              
              Equity**Balance,
                  August 31, 2002**
              
              
              189,800
              
              $
              190
              
              
              3,000,000
              
              $
              3,000
              
              $
              1,810
              
              $
              -
              
              $
              (573,885
              )
              $
              (568,885
              )Contributed
                  Officer Services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              60,000
              
              
              
              
              
              
              
              
              60,000Net
                  (Loss) for the year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (45,381
              )
              
              (45,381
              )**Balance,
                  August 31, 2003**
              
              
              189,800
              
              
              190
              
              
              3,000,000
              
              
              3,000
              
              
              61,810
              
              
              
              
              
              (619,266
              )
              
              (554,266
              )Recapitalization
                  2/24/04Shares
                  issued at par value
              
              
              
              
              
              
              
              
              520,000
              
              
              520
              
              
              (520
              )Shares
                  issued for services at par
              
              
              45,000
              
              
              45
              
              
              1,500,000
              
              
              1,500
              
              
              
              
              
              
              
              
              
              
              
              1,545Net
                  Income for the year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              50,818
              
              
              50,818**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
                  Income (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
              
              
              
              
              
              
              
              
              7,500Discount
                  on Convertible Debentures
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              515,000
              
              
              
              
              
              
              
              
              515,000Shares
                  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
                  Income (Loss) for period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,276,545
              )
              
              (1,276,545
              )**Balance,
                  August 31, 2006**
              
              
              234,800
              
              
              235
              
              
              5,549,502
              
              
              5,549
              
              
              746,008
              
              
              36,000
              
              
              (1,950,359
              )
              
              (1,162,567
              )Common
                  Stock Issued for Cash
              
              
              
              
              
              
              
              
              61,000
              
              
              61
              
              
              60,939
              
              
              (36,000
              )
              
              
              
              
              25,000Shares
                  issued for Services
              
              
              
              
              
              
              
              
              683,534
              
              
              684
              
              
              19,151
              
              
              
              
              
              
              
              
              19,835Shares
                  issued for Conversion of Debt
              
              
              
              
              
              
              
              
              11,470,000
              
              
              11,470
              
              
              57,428
              
              
              
              
              
              
              
              
              68,898Net
                  Income (Loss) for period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (614,346
              )
              
              (614,346
              )**Balance,
                  February 28, 2007**
              
              
              234,800
              
              $
              235
              
              
              17,764,036
              
              $
              17,764
              
              $
              883,526
              
              $
              -
              
              $
              (2,564,705
              )
              $
              (1,663,180
              )




4




**SEW
      CAL LOGO, INC.**





**Statements
      of Cash Flows**


(Unaudited)





Six
                Months EndedFebruary
                28,2007
            
            2006Operating
                Activities:Net
                income (loss)
            
            $
            (614,346
            )
            $
            (306,146
            )Depreciation
            
            
            41,784
            
            
            23,954Stock
                issued for services
            
            
            19,835
            
            
            7,500Amortization
                of Discount on Debentures
            
            
            21,538
            
            
            -Stock
                issued in conversion of debt
            
            
            68,898
            
            
            -Adjustments
                to reconcile net income (loss)(Increase)
                decrease in prepaid Expenses
            
            
            (9,890
            )
            
            (18,374
            )(Increase)
                decrease in inventory
            
            
            693
            
            
            38,071(Increase)
                decrease in other assets
            
            
            -
            
            
            -(Increase)
                decrease in accounts receivable
            
            
            101,645
            
            
            22,568Increase
                (decrease) in accounts payable
            
            
            (118
            )
            
            (28,272
            )Increase
                (decrease) in other current liabilities
            
            
            66,379
            
            
            (312,971
            )-Net
                cash provided by (used in) operating activities
            
            
            (303,582
            )
            
            (573,670
            )Investing
                Activities:Purchases/disposals
                of equipment
            
            
            (15,000
            )
            
            (33,239
            )Cash
                (used) in investing activities
            
            
            (15,000
            )
            
            (33,239
            )Financing
                Activities:Notes
                Payable
            
            
            (48,291
            )
            
            (9,017
            )Debentures
                Payable
            
            
            (68,898
            )
            
            700,000Stock
                Sales
            
            
            25,000
            
            
            -Increase/(Decrease)
                in shareholder loan
            
            
            
            
            
            (7,500
            )Repayment
                of equipment loan
            
            
            (4,674
            )
            
            (52,616
            )Net
                cash provided by (used in) financing activities
            
            
            (96,863
            )
            
            630,867Net
                increase (decrease) in cash and cash equivalents
            
            
            (415,445
            )
            
            23,958Cash
                and cash equivalents at beginning of the year
            
            
            988,251
            
            
            56,865Cash
                and cash equivalents at end of the year
            
            $
            572,806
            
            $
            80,823Supplemental
                InformationInterest
            
            $
            58,509
            
            $
            29,165Taxes
            
            $
            -
            
            $
            -





5




**SEW
      CAL LOGO, INC.**


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**


**(February
      28, 2007 and August 31, 2006**





**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.


28-Feb-07
              
              31-Aug-06Gross
                  Trade Accounts Receivable
              
              $
              161,120
              
              $
              262,765Allowance
                  for Doubtful Accounts
              
              
              (1,250
              )
              
              (1,250Accounts
                  Receivable, net
              
              $
              159,870
              
              $
              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.




6




**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.


28-Feb-07
              
              31-Aug-06Raw
                  Materials and WIP
              
              $
              123,356
              
              $
              124,049Finished
                  Goods
              
              
              0
              
              
              0Total
                  Inventory
              
              $
              123,356
              
              $
              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 February
      28, 2007 and the fiscal year August 31, 2006, amounted to $41,784 and $98,189
      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 February 28, 2007 and August 31, 2006 equipment and machinery
      consisted of the following:


28-Feb-07
              
              31-Aug-06Equipment
                  and Machinery
              
              $
              983,644
              
              $
              968,644Less:Accumulated
                  depreciation
              
              
              720,371
              
              
              678,856$
              263,273
              
              $
              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.




7




**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:


28-Feb-07
              
              31-Aug-06Trade
                  accounts payable
              
              $
              39,108
              
              $
              39,226Sales
                  tax payable
              
              
              1,651
              
              
              4,896Short
                  Term Loan - Related PartyPayroll
                  Liabilities
              
              
              65,204
              
              
              71,177Credit
                  Card Debt
              
              
              21,475
              
              
              15,299Revolving
                  bank line of credit (Prime +3.8
                  %, interest only)
              
              
              93,512
              
              
              24,091Revolving
                  bank line of credit (prime +3.8750
                  % Interest only, reviewed yearly)
              
              
              
              
              
              0.00$
              181,842
              
              $
              115,463




**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. Balance at November
      30,
      2006 is $347,884.




8




**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
      February 28, 2007 the balance was $258,694. 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.
      The
      outstanding balance at February 28, 2007 was $11,228. This vehicle note was
      obtained by GMAC under special financing and carries no interest.





The
      Company has a second installment loan with GMAC on a vehicle with a balance
      as
      of February 28, 2007 of $12,165.





**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.





Because
      the current stock price is well below the exercisable price of the warrants,
      they are considered “out of the money” and no discount has been
      recorded.





The
      Company has recorded a discount on the convertible debentures of $315,000.
      During the period ended May 31, 2006 the Company has converted $33,031 debt
      into
      stock and expensed $14,985 of the recorded discount as interest expense. The
      company will amortize the remaining discount over the life of the
      debentures.





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. Because the
      current stock price is well below the exercisable price of the warrants, they
      are considered “out of the money” and no discount has been recorded. The Company
      has recorded a discount on the convertible debentures of $200,000 which
      represents the 40% discount and will be amortized to interest expense over
      the
      life of the debentures.





9




**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.





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.





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.





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 against additional paid in capital of $315,000 which will be 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 at a 40%
      discount. A discount on convertible debentures was recorded against additional
      paid in capital of $333,333 which will be 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 683,534 common shares for services valued at
      $19,835.




10




The
      Company converted $68,898 debt into 11,470,000 common shares during the period
      ended February 28, 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 February 28, 2007 and the year ended August 31,
      2006 and is $58,509 and $29,165 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
            
            
            1,276,546
            
            
            2026Total
            
            $
            1,877,771




11




Were
      the
      NOL tax asset to be recorded at August 31, 2006 it would be a long-term asset
      of
      $281,666. 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.




12




**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.




13




**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 $443,864 for the quarter ended February 28, 2007 as compared to
      $555,061 the quarter ended February 28, 2006, a net decrease of $111,197. The
      net decrease is primarily due to loss of private label business as the market
      for headwear manufacturing continued moving to Chinese imports. Officer and
      Administrative Compensation was $94,423 for the quarter ended February 28,
      2007
      as compared to $83,880 for the quarter ended February 28, 2006, a net increase
      of $10,543. The net increase is due to the addition of administrative staff
      and
      scheduled increases in officer compensation. Total Assets were $1,133,414 at
      February 28, 2007 as compared to $1,668,092 at August 31, 2006, a net decrease
      of $534,678. 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.




14




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 will further
      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. Additional labor
      has been hired to operate the new equipment as needed and second and third
      manufacturing shifts can be added as growth requires. We have added 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.





**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 PosseTM **.** 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 PosseTM logo
      and have manufactured lifestyle oriented goods to begin a sales and marketing
      campaign. The exclusive rights for Pipeline PosseTM 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.




15





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**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of February 28, 2006. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized, and
      reported within the time periods specified in the Securities and Exchange
      Commission's rules and forms and that our disclosure and controls are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





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




16




**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**





SEW
      CAL
      LOGO, INC. v. BURT MARTIN ARNOLD SECURITIES, INC., *ET
      AL.* Superior
      Court of California for the County of Los Angeles CASE NO. BC351248




In
      April,
      2006 we filed suit against Burt Martin Arnold Securities (“BMA”) for breach of
      contract and return of deposit. BMA counter sued for a finder’s fee. The case
      has settled ,
      wherein
      Sew Cal agreed to issue BMA 2,750,000 shares of restricted stock, with mutual
      dismissals entered on 03/22/2007.




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.





17


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




None




**ITEM
      5. OTHER INFORMATION**





18





**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





19




**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:
                April 12, 2007
            By:
            /s/ Richard
              SongerRichard
                Songer
              President,
                Director and Chief
              Executive
                Officer


By:
            /s/
                Judy SongerJudy
                Songer
              Director
                and Chief
              Financial
                Officer




20