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 November 30, 2004

[ ]  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 [ ]

State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest  practicable  date:  At December  31,  2004,  there were
5,020,000 shares of the registrant's Common Stock outstanding and 234,800 shares
of Series A Preferred Stock outstanding.


                                       1
<PAGE>
                                SEW CAL LOGO, INC.
                                   FORM 10-QSB
                                      INDEX

                                                                        Page No.
PART I - FINANCIAL INFORMATION ............................................. 3

     Item 1. FINANCIAL STATEMENTS .......................................... 3

     Report of Independent Registered Public Accounting Firm ............... 3

     Balance Sheets November 30, 2004 and August 31, 2004................... 4

     Statements of  Operations 3 months ended November 30, 2004 and 3
     months ended November 30, 2003 ........................................ 5

     Statement of  Stockholders' equity for the period from September 1,
     2001 to November 30, 2004 ............................................. 6

     Statement of Cash Flows for 3 months ended November 30, 2004
     and 3 months ended November 30, 2003 .................................. 7

     Notes to Financial Statements ......................................... 8


     Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .....14


PART II - OTHER INFORMATION.................................................17

     Item 1. LEGAL PROCEEDINGS .............................................17

     Item 2. CHANGES IN SECURITIES .........................................17

     Item 3. DEFAULTS UPON SENIOR SECURITIES ...............................17

     Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...........17

     Item 5. OTHER INFORMATION .............................................17

     Item 6. EXHIBITS AND REPORTS ON FORM 8-K ..............................17

SIGNATURES  ................................................................17

                                       2
<PAGE>

                                    PART I

PART I - FINANCIAL INFORMATION

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.


             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

To the Board of Directors and Stockholders
Sew Cal Logo Inc

We have reviewed the accompanying  interim balance sheets of Sew Cal Logo Inc as
of  November  30,  2004,  and August 31,  2004 and the  associated  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the three
months ended November 30, 2004 and 2003. These interim financial  statements are
the responsibility of the Company's management.

We conducted our review in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope  than an audit  conducted  in  accordance  with the
standards of the Public Company  Accounting  Oversight  Board,  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  accompanying  interim  financial  statements  for  them to be in
conformity with U.S. generally accepted accounting principles.


Shelley International, CPA

Mesa, Arizona, U.S.A.

February 29, 2005


                                       3
<PAGE>

                               SEW CAL LOGO, INC.

                                 BALANCE SHEETS

                                                   11/30/2004      8/31/2004
                                                -------------- --------------
                                     ASSETS
Current Assets
Cash and cash equivalents                        $      34,004  $      20,490
Accounts Receivable, net                               175,564        271,981
Inventory                                              144,996         97,093
Prepaid Expenses                                           697            697
                                                -------------- --------------

         Total current assets                          355,261        390,261

Equipment and machinery, net                           198,287        205,358
Other assets                                             6,000          6,000
                                                -------------- --------------

         Total assets                            $     559,548  $     601,619
                                                ============== ==============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                                 $     149,919  $      88,064
Note Payable-shareholder                               355,384        355,384
Other current liabilities                               82,852        196,581
Current Poriton of Long Term Debt                       52,335         53,335
                                                -------------- --------------

    Total current liabilities                          640,490        693,364

Long-term liabilities
Note Payable-related party
SBA Loan                                               365,467        380,271
Equipment Loan                                          27,849         29,887
                                                -------------- --------------

    Total liabilities                                1,033,806      1,103,522
                                                -------------- --------------

Stockholders' equity (deficit)
Preferred stock: 300,000 shares authorized,
par value $0.001, issued and outstanding 234,800
shares 11/30/04 and 8/31/04,                               235            235
Common stock:  50,000,000  shares authorized,
$0.001 par value,  issued and outstanding,
5,020,000 shares 11/30/04 and 8/31/04                    5,020          5,020

Paid in Capital                                         61,290         61,290
Retained Earnings(Deficit)                            (540,803)      (568,448)
                                                -------------- --------------

    Total stockholders' equity (deficit)              (474,258)      (501,903)
                                                -------------- --------------

    Total liabilities and stockholders' equity   $     559,548  $     601,619
                                                ============== ==============

     All assets are pledged as collateral for the SBA and shareholder loans
   The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>



                               SEW CAL LOGO, INC.

                            STATEMENTS OF OPERATIONS

                                                    3 months       3 months
                                                      ended          ended
                                                   11/30/2004     11/30/2003
                                                -------------- --------------

Revenue:
     Sales of Caps, Embroidery and Other         $     521,591  $     686,322
                                                -------------- --------------

     Total Revenue                               $     521,591  $     686,322

Cost of Goods Sold                                     373,447        534,541
                                                -------------- --------------

     Gross profit                                      148,144        151,781
                                                -------------- --------------

Expenses:
     General and Administrative                         17,936         43,806
     Officer Compensation                               60,622
     Officer Contributed Services                                      60,000
     Consulting, Legal and Accounting                    7,500         12,292
     Depreciation                                        2,380         13,228
     Rent                                               13,500         18,584
     Interest Expense                                   12,843        106,371
     Loss on sale of asset                                             10,767
                                                -------------- --------------

     Total expenses                                    114,781        265,048
                                                -------------- --------------

     Income (loss) before income taxes                  33,363       (113,267)
                                                -------------- --------------

Provision for income taxes                               5,718            800
                                                -------------- --------------

     Net income (loss)                           $      27,645  $    (114,067)
                                                ============== ==============


Basic and Diluted Earnings (Loss) per Share      $        0.01  $       (0.02)
                                                -------------- --------------
Weighted Average Number of Common Shares             5,020,000      3,000,000
                                                -------------- --------------

   The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>



                               SEW CAL LOGO, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                     Preferred Stock         Common Stock          Paid in     Retained     Total
                                 Outstanding             Outstanding               Capital     Earnings  Stockholders'
                                    Shares      Amount      Shares      Amount                 (Deficit)    Equity
                                 ----------- ----------- ----------- ----------- ----------- ----------- -------------
                                      <S>         <C>         <C>         <C>         <C>         <C>         <C>
 Balance , September 1, 2001         189,800  $      190   3,000,000  $    3,000  $    1,810  $ (254,461) $   (249,461)

 Net (loss) for the year                                                                        (319,424)     (319,424)

                                 ----------- ----------- ----------- ----------- ----------- ----------- -------------

 Balance, August 31, 2002            189,800         190   3,000,000       3,000       1,810    (573,885)     (568,885)

 Contributed Officer Services                                                         60,000                    60,000

 Net (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 2/24/04
 Shares issued at par value                                  520,000         520        (520)

 Shares issued for services at par    45,000          45   1,500,000       1,500                                 1,545

 Net 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)

 Net Income for period                                                                            27,645        27,645
                                 ----------- ----------- ----------- ----------- ----------- ----------- -------------

 Balance, November 30, 2004          234,800         235   5,020,000       5,020      61,290    (540,803)     (474,258)
                                 =========== =========== =========== =========== =========== =========== =============
</TABLE>


All above shares have been retroactively  adjusted for the  recapitalization  of
100 shares of common stock on February 26, 2004

   The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>


                               SEW CAL LOGO, INC.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                            3 months      3 months
                                                             ended          ended
                                                           11/30/2004     11/30/2003
                                                        -------------- --------------
<S>                                                           <C>            <C>
Operating Activities:
Net income (loss)                                        $      27,645  $     (29,075)
    Depreciation                                                12,479         13,228
    Stock issued for services
    Contributed Services
Adjustments to reconcile net income (loss)
    Increase in prepaid Expenses
    (Increase) decrease in inventory                           (47,903)
    (Increase) decrease in accounts receivable                  96,417        (60,373)
    (Increase) decrease in prepaid franchise tax
    Increase (decrease) in accounts payable                     61,855        (49,919)

    Increase (decrease) in other current liabilities          (113,729)       118,805
                                                        -------------- --------------


    Net cash provided by (used in) operating activities         36,764         (7,334)
                                                        -------------- --------------
Investing Activities:

Purchases/disposals of equipment                                (5,408)       (13,824)
                                                        -------------- --------------

    Cash (used) in investing activities                         (5,408)       (13,824)
                                                        -------------- --------------
Financing Activities:
Decrease in shareholder loan

Decrease of SBA Loan                                           (15,804)        (6,747)

Repayment/Increase of equipment loan net                        (2,038)        (2,038)
                                                        -------------- --------------

    Net cash provided by (used in) financing activities        (17,842)        (8,785)
                                                        -------------- --------------


Net increase (decrease) in cash and cash equivalents            13,514        (29,943)

Cash and cash equivalents at beginning of the year              20,490         44,714
                                                        -------------- --------------

Cash and cash equivalents at end of the year             $      34,004  $      14,771
                                                        ============== ==============
</TABLE>

Non Cash Transactions (see equity note for more details)

    The accompanying notes are an integral part of these financial statements

                                       7
<PAGE>

                               SEW CAL LOGO, INC.
                         NOTES TO 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.

                                                       8/31/04     11/30/04
                                                    ----------   ----------
         Gross Trade Accounts Receivable               274,878      177,414
         Allowance for Doubtful Accounts                 2,897       (1,850)
                                                    ----------   ----------
         Accounts Receivable, net                      271,981      175,564
                                                    ----------   ----------

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.

                                       8
<PAGE>

NOTE 1. Summary of Significant Accounting Policies - continued

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  does not  maintain a large  finished  goods  inventory.
Overhead  items are  applied  on a standard  cost  basis to work in process  and
finished goods.

                                             11/30/04           8/31/04
                                           ----------        ----------
         Raw Materials                       $128,614           $82,616
         Work-in-Process                       11,097            11,527
         Finished Goods                         5,285             2,950
                                           ----------        ----------
         Total Inventory                     $144,996           $97,093
                                           ----------        ----------

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 fiscal years August
31, 2004,  2003 and 2002 amounted to $78,330,  45,679 and $28,329  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
August 31, 2004, 2003 equipment and machinery consisted of the following:


                                             11/30/04           8/31/04
                                           ----------        ----------
         Automobiles                          $40,754           $40,754
         Office equipment                      67,023            67,023
         Furniture and fixtures                75,338           75,338
         Machinery                            567,961           577,051

         Accumulated depreciation             552,789           554,808
                                           ----------        ----------

                                             $198,287          $205,358
                                           ----------        ----------

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.

                                       9
<PAGE>

NOTE 1. Summary of Significant Accounting Policies - continued

Gross sales of similar products for the single segment are as follows:

                                             11/30/04     11/30/03

Caps, embroidery, and other                  $521,591     $686,322


NOTE 2.  Accounts Payable and Other Current Liabilities

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

                                             11/30/04           8/31/04
                                           ----------        ----------
Trade accounts payable                       $149,919           $88,064
                                           ----------        ----------

Sales tax payable                               2,090             1,050
State Income Taxes Payable                      6,267             5,414
Accrued Payroll                                 9,155           100,459
Credit Card Debt                                3,737             4,791
Revolving bank line of credit (prime +
     3.8750 % Interest only, reviewed yearly)  61,600            85,000
                                           ----------        ----------

                                              $82,852          $196,581
                                           ----------        ----------

NOTE 3.  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,
although  it may be  prepaid  in  whole  or in part at any  time by the  Company
without premium or penalty. This loan was extended for 12 additional months. The
subordinated  loan,  which  was  consented  to by  United  Commercial  Bank,  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.
Prior to the  subordinated  loan, as of August 31, 2002 the balance of loans due
to shareholder and spouse was $533,280.

NOTE 4. 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 August  31,  2004 the  balance  was  $433,606.,  long term  portion
is$380,271 and the current  portion is $53,335.  This loan matures and is due in
72 months.  Monthly  payments  are made the 15th of each month with  interest at
prime plus 2.5.  Currently the interest rate is 7%. This loan is  collateralized


                                       10
<PAGE>

NOTE 4. Commitments and Contingencies - continued

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
which  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 for the year ending August 31, 2003 was $38,037.
The outstanding  balance for August 31, 2004 was $29,887.  This vehicle note was
obtained by GMAC under special financing and carries no interest.

Lease Commitments

The Company  leases  warehouse and office  facilities  under an operating  lease
requiring the Company to pay property taxes and utilities. Lease expense for the
years ending August 31, 2004,  2003 and 2002 were  $77,545,  $88,263 and $69,729
respectively.  The lease was to  terminate  in  October  2004.  In July 2004 the
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 5

Office /warehouse lease       $150,000  $150,000  $150,000  $150,000  $137,500

NOTE 5.  Stockholders' Equity

The Company (post  merger) is  authorized  to issue fifty  million  (50,000,000)
shares  of  common  stock at par value of  $0.001  and  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 are only able to 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.

At the time of the merger 45,000 shares of preferred stock and 1,500,000  shares
of  common  stock  were  issued at par value of each for  services  rendered  in
connection with the merger for a total value of $1,545.

NOTE 6.  Interest Expense

Interest expense for the period ended November 30, 2004 and 2003 was $12,843 and
106,371, respectively.

NOTE 7.  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.

                                       11
<PAGE>

NOTE 7. Income Taxes - continued

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,  2004,  federal  income  tax net  operating  loss  carryforwards
("NOL's")  which were  available to the Company were the following with the year
in which they expire.

                  Year (8/31)        Amount      Expires

                  1996                2,104         2011
                  1997                9,265         2012
                  1998               26,317         2013
                  1999               21,074         2019
                  2000               50,619         2020
                  2001               21,675         2020
                  2002              319,424         2022
                  2003               86,861         2023
                                 ----------
                  Total             537,339
                                 ----------

Were the NOL tax asset to be  recorded  at 8/31/04 it would be a long term asset
of $80,601. Continued profitability by the Company will be a major factor in the
valuation account being removed and the recording of this asset.

NOTE 8.  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 which
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.

                                       12
<PAGE>

NOTE 9. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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

SFAS 148 Accounting for Stock-Based Compensation-Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement NO. 133,  Accounting for Derivative  Instruments
and Hedging Activities.

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity

This  Statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.

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


                                       13
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The  following  selected  data of the Company is  qualified  by reference to and
should  be read in  conjunction  with  the  consolidated  financial  statements,
including  any notes  thereto,  and  "Management's  Discussion  and  Analysis of
Financial  Condition  and  Results of  Operations"  included  elsewhere  in this
report.

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

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  quarterly  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.

                                Plan of Operation

Expansion  and growth of present  operations is our primary  objective  over the
next  twelve  (12)  months.  Plans are now in place and  being  implemented  for
expansion  in  all  areas  of  our  current   manufacturing  and  we  anticipate
significant growth over the next year.

Private Labeling

Initially,  we intend to expand our existing customer base through an aggressive
sales and  marketing  approach to  potential  customers  already  located in our
geographic area of Southern  California.  Our success in capturing this business
will depend upon our ability to obtain quick and accurate  sampling based on the
customer's  designs and the timely  production  of the required  samples for the
customer's sales force.

We also intend to capture more of our existing customers' production through the
purchase of additional  silk-screening  equipment at a budgeted cost of $150,000
to complement what we already have and are using. In August of 2004, we enhanced
our "sample production" capabilities through the purchase of certain accessories
to our existing silk-screening equipment at a cost of approximately $20,000. The
balance of our  silk-screening  budget will be  utilized to purchase  additional
equipment  that will enable our  silk-screening  department  to expand into full
product  production  runs in the first quarter of 2005.  Once this  expansion is
complete,  we will have the capability to provide our customers  every aspect of
product development and production in state-of-the-art and "cutting edge" form.

At this time,  we are  allocating  $100,000 in  additional  direct labor to help
establish a sufficient budget for advertising,  marketing and further developing
a sophisticated sales effort to build up our private label clientele.  Customers
in this area currently  include,  but are not limited to  "Quiksilver",  "Vans",
"Etnies", "Lost", "Von Dutch", "Whiteboy" and "Rusty."

Film Wardrobe & Entertainment Related Business

To increase our film wardrobe and related  entertainment  business, we intend to
add two (2) to three (3) sales and customer  service  representatives  (in-house
and outside) to assist us in meeting our current  forecasts  for the next twelve
(12) months.

                                       14
<PAGE>

Plan of Operation - continued

We also intend to produce more  wardrobe,  patches  etc.  for the major  costume
houses (Western  Costume  Company,  MPCC,  Motion Picture  Costume Co.,  Eastern
Costume  Co.).  We also intend to continue  our existing  marketing  strategy of
marketing directly to the productions before they begin filming locally and send
units out of town on location.  We intend to accomplish  this with visits to the
studios daily, printed material, and a professionally  developed e-mail campaign
to the  production  offices when they first  set-up for a newly "green  lighted"
feature film or television show.

As the area of  entertainment  wardrobe is such a specialized and limited field,
management is unaware of any other  companies that do exactly what we do in this
area.  Small local  companies  do quick  embroidery  jobs from time to time when
production  companies  are on  location  and  need  something  immediately,  and
occasionally  a costumer will use a local shop for some patches.  Because of our
longtime  experience,  personal  relationships,  skill, and success in mastering
this  specialized  work,  significant  competition  has not.  Thus,  there is no
accurate data currently available to determine our approximate market share.

Corporate Sales

Corporate clients currently account for about ten percent (10%) of our business.
We intend to focus on growing  this area of our  business  over the next two (2)
years by the addition of new in-house salespeople. Also, the addition of the new
silk screening equipment will give us the capability to accept and produce large
orders of promotional  t-shirts and related items for corporate programs that we
are currently unable to produce.  The new salespeople will solicit this business
to our existing  client base via  telephone and Internet as well as to potential
new  customers  through  the same  means as well as some print  advertising  via
mailing and placement in trade  publications.  Additional labor will be hired to
operate the new equipment as needed with second and third  manufacturing  shifts
added as growth requires. We intend to add a small number of in-house staff (2-3
clerical  people)  to  service  new  inquiries  and added  accounts,  as well as
ordering  finished  goods for  embellishment  and shipping.  Current  production
capacity is adequate to handle the added volume.

Development of the California Driven Product Line

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,  no  "California
Driven"  products are being produced or distributed  and do not represent any of
our current  overall  revenue.  The  "California  Driven"  brand lines are being
developed in  anticipation of expansion of Sew Cal into our own line of products
to market  and sell.  Until such time as we acquire  additional  funds,  we will
continue to operate our current  business  and will not  institute  use of these
product  lines.  Our  projections  for the need for an additional 1 million to 3
million  dollars to open the new market is based on the  following  factors:  a)
that we have  successfully  raised such funds on terms acceptable to us, b) that
we have been  successful in protecting the new brand lines through  trademark or
other legal means, and c) that appropriate markets and advertising programs have
been contracted and/or put in place.

To develop this market, additional capital of approximately $3,000,000 will need
to be raised. If no additional equity capital is raised, we plan to capture more
of our existing  customers'  production  through the purchase of additional silk


                                       15
<PAGE>

Plan of Operation - continued

screening  equipment  with funds  generated  from the current  profit  stream to
fulfill existing demand in a more timely and cost-efficient manner.

FORWARD LOOKING STATEMENTS

This Form 10-QSB includes  "forward  looking  statements"  concerning the future
operations of the Company.  It is  management's  intent to take advantage of the
"safe harbor" provision of the Private Securities Litigation Reform Act of 1995.
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.

                                       16
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

None

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

Exhibit # Description
--------- ----------------------------------------------------------------------
     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:  March 1, 2005                         By:  /s/ Richard Songer
                                             -----------------------------------
                                             Richard Songer
                                             President, Director and Chief
                                             Executive Officer


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



                                       17
<PAGE>