================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                       For the quarter ended May 31, 2006

|_|   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 v

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 May 31, 2006, there were 5,549,502
shares of the registrant's Common Stock outstanding and 234,800 shares of Series
A Preferred Stock outstanding.
================================================================================

<PAGE>

                                     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.


                                       1
<PAGE>

MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
       PCAOB REGISTERED

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

SEW CAL LOGO, INC.
207 W. 138TH ST
LAS ANGELES, CA 90061-1003


We have reviewed the  accompanying  balance sheet of Sew Cal Logo Inc. as of May
31, 2006,  and the related  statements of income,  retained  earnings,  and cash
flows for the nine months then ended,  in  accordance  with the standards of the
Public Company  Accounting  Oversight  Board (United  States).  All  information
included in these financial  statements is the  representation of the management
of Sew Cal Logo Inc.

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

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

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 July 21, 2006

             2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
                       (702) 253-7511 FAX: (702)253-7501


                                      F-1
<PAGE>

                               SEW CAL LOGO, INC.
                                 BALANCE SHEETS

                                     ASSETS

                                                     5/31/2006
                                                    (unaudited)      8/31/2005
                                                    -----------     -----------
Current Assets
Cash and cash equivalents                           $   734,171     $    56,865
Accounts Receivable, net                                295,835         265,468
Inventory                                               144,481         188,434
Prepaid Expenses                                          9,699           2,297
                                                    -----------     -----------
    Total current assets                              1,184,186         513,064
                                                    -----------     -----------
Equipment and machinery, net                            310,416         371,488
Other assets                                                 --           6,000
                                                    -----------     -----------
    Total assets                                    $ 1,494,602     $   890,552
                                                    ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                                    $    33,459     $    56,722
Note Payable-shareholder                                347,884         355,384
Other current liabilities                               100,553         413,289
Current Poriton of Long Term Debt                       318,775         373,871
                                                    -----------     -----------
    Total current liabilities                           800,671       1,199,266

Long-term liabilities
Note Payable-related party                               81,954          95,570
SBA Loan
Convertible Debentures                                1,921,969
Discount on Convertible Debentures                     (300,015)
Equipment Loans                                          16,302          40,602
                                                    -----------     -----------
    Total liabilities                                 2,520,881       1,335,438
                                                    -----------     -----------

Stockholders' Equity (Deficit)
Preferred stock, authorized 300,000
shares, Par value $0.001, issued and
outstanding at 2/28/06 and 8/31/05 is
234,800 shares respectively.                                235             235

Common stock, authorized 50,000,000
shares, $0.001 par value, issued
and outstanding at 5/31/06 and
8/31/05 is 5,549,502 and 5,176,168
shares respectively.                                      5,549           5,176

Paid in Capital                                         546,008         187,517
Stock Subscribed                                         36,000          36,000
Retained Earnings(Deficit)                           (1,614,071)       (673,814)
                                                    -----------     -----------
    Total stockholders' equity (deficit              (1,026,279)       (444,886)
                                                    -----------     -----------
    Total liabilities and stockholders' equity      $ 1,494,602     $   890,552
                                                    ===========     ===========


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


                                      F-2
<PAGE>

                                          SEW CAL LOGO, INC.
                                       STATEMENTS OF OPERATIONS
                                              (UNAUDITED)

<TABLE>
<CAPTION>
                                                    NINE MONTHS ENDED           THREE MONTHS ENDED
                                              --------------------------    --------------------------
                                               5/31/2006      5/31/2005      5/31/2006      5/31/2005
                                              -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>
Revenue:
  Sales of Caps, Embroidery and Other         $ 1,653,203    $ 1,690,685    $   516,648    $   613,522
                                              -----------    -----------    -----------    -----------
  Total Revenue                                 1,653,203      1,690,685        516,648        613,522

Cost of Goods Sold                              1,644,794      1,349,778        567,730        522,621
                                              -----------    -----------    -----------    -----------
  Gross profit                                      8,409        340,907        (51,082)        90,901
                                              -----------    -----------    -----------    -----------
Expenses:
  General and Administrative                      240,910         85,920        104,364         50,968
  Officer and Administrative Compensation         304,947        195,684        226,462         61,704
  Consulting, Legal and Accounting                104,562         27,781         44,016          7,750
  Depreciation                                     44,311          6,128         20,359          1,369
  Rent                                             33,000         28,500          9,000          7,500
  Interest Expense                                220,936         53,158        143,416         20,763
                                              -----------    -----------    -----------    -----------
  Total expenses                                  948,666        397,171        547,617        150,054
                                              -----------    -----------    -----------    -----------
  Income (loss) before income taxes              (940,257)       (56,264)      (598,699)       (59,153)
                                              -----------    -----------    -----------    -----------
Provision for income taxes                             --             --             --             --
                                              -----------    -----------    -----------    -----------
  Net income (loss)                           $  (940,257)   $   (56,264)   $  (598,699)   $   (59,153)
                                              ===========    ===========    ===========    ===========

Basic and Diluted Earnings (Loss) per Share   $     (0.18)   $     (0.01)   $     (0.11)   $     (0.01)
                                              -----------    -----------    -----------    -----------
Weighted Average Number of Common Shares        5,225,863      5,020,000      5,225,863      5,020,000
                                              -----------    -----------    -----------    -----------

              The accompanying notes are an integral part of these financial statements.
</TABLE>


                                                  F-3
<PAGE>

                                                SEW CAL LOGO, INC.
                                        STATEMENTS OF STOCKHOLDERS' EQUITY
                                                   (UNAUDITED)

<TABLE>
<CAPTION>

                    PREFERRED STOCK      COMMON STOCK                     STOCK        RETAINED         TOTAL
                    ---------------   -------------------    PAID IN      STOCK        EARNINGS     STOCKHOLDERS'
                    SHARES   AMOUNT     SHARES    AMOUNT     CAPITAL    SUBSCRIBED    (DEFICIT)         EQUITY
                    -------  ------   ---------   -------   ---------   ----------   -----------    -------------
<S>                 <C>      <C>      <C>         <C>       <C>         <C>          <C>            <C>
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)

Equipment Purchase                       33,334        33     114,067                                     114,100

Shares issued for
 Services at
  $0.10 per share                       122,834       123      12,160                                      12,283

Stock Subscribed                                                            36,000                         36,000

Net 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)
Discount on
 Convertible
 Debentures                                                   315,000                                     315,000

Shares issued for
 Services at
 $0.15 per share                         50,000        50       7,450                                       7,500

Shares issued for
 Services at
 $0.10 per share                         33,334        33       3,300                                       3,333

Shares issued for
 Conversion of
 Debt                                   290,000       290      32,741                                      33,031

Net Income (Loss)
 for period                                                                             (940,257)        (940,257)
                    -------  ------   ---------   -------   ---------   ----------   -----------    -------------
BALANCE,
  MAY 31, 2006      234,800  $  235   5,549,502   $ 5,549   $ 546,008   $   36,000   $(1,614,071)   $  (1,026,279)
                    =======  ======   =========   =======   =========   ==========   ===========    =============


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.
</TABLE>


                                                       F-4
<PAGE>

                                 SEW CAL LOGO, INC.
                              STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)

<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED
                                                          --------------------------
                                                           5/31/2006      5/31/2005
                                                          -----------    -----------
<S>                                                       <C>            <C>
Operating Activities:
Net income (loss)                                         $  (940,257)   $   (56,264)
  Depreciation                                                104,562         36,423
  Stock issued for services                                    10,833         12,283
  Amortization of Discount on Debentures                       14,985
  Stock issued in conversion of debt                           33,031
Adjustments to reconcile net income (loss)
  (Increase) decrease in prepaid Expenses                      (7,402)            --
  (Increase) decrease in inventory                             43,953        (92,715)
  (Increase) decrease in accounts receivable                  (24,367)        26,547
  Increase (decrease) in accounts payable                     (23,263)        (4,917)
  Increase (decrease) in other current liabilities           (312,736)        69,501
                                                          -----------    -----------
  Net cash provided by (used in) operating activities      (1,100,661)        (9,142)
                                                          -----------    -----------

Investing Activities:
Purchases/disposals of equipment                              (43,490)      (204,111)
                                                          -----------    -----------
  Cash (used) in investing activities                         (43,490)      (204,111)
                                                          -----------    -----------

Financing Activities: Notes Payable                           (68,712)            --
Debentures Payable                                          1,921,969
Bank Loan                                                                    435,189
Stock Subscription                                                 --         36,000
Stock Sales - - Increase/(Decrease) in shareholder loan        (7,500)        10,000
Decrease in SBA Loan                                               --       (380,271)
Repayment of equipment loan                                   (24,300)        (6,114)
Increase in equipment loan                                         --        114,110
                                                          -----------    -----------
Net cash provided by (used in) financing activities         1,821,457        208,914
                                                          -----------    -----------
Net increase (decrease) in cash and cash equivalents          677,306         (4,339)
Cash and cash equivalents at beginning of the year             56,865         20,490
                                                          -----------    -----------
Cash and cash equivalents at end of the year              $   734,171    $    16,151
                                                          ===========    ===========
Supplemental Information
  Interest                                                $   220,936    $    53,158
  Taxes                                                   $        --    $        --
</TABLE>

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


                                         F-5
<PAGE>

                                 SEW CAL LOGO, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

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

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

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

USE OF ESTIMATES

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

ACCOUNTS RECEIVABLE

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

                                                      5/31/06          8/31/05
                                                     ---------        ---------
Gross Trade Accounts Receivable                      $ 298,817        $ 268,149
Allowance for Doubtful Accounts                         (2,982)          (2,681)
                                                     ---------        ---------
Accounts Receivable, net                             $ 295,835        $ 265,468
                                                     ---------        ---------

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.


                                      F-6
<PAGE>

                               SEW CAL LOGO, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


CASH AND CASH EQUIVALENTS

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

INVENTORY

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

                                                     5/31/06            8/31/05
                                                     --------           --------
Raw Materials and WIP                                $144,481           $188,434
Finished Goods                                              0                  0
                                                     --------           --------
Total Inventory                                      $144,481           $188,434
                                                     --------           --------

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, 2005,  and 2004 amounted to $56,847,  and $78,330  respectively.  Gains from
losses on sales and  disposals  are included in the  statements  of  operations.
Maintenance  and repairs are charged to expense as incurred.  As of May 31, 2006
and August 31, 2005 equipment and machinery consisted of the following:

                                                       2/28/06          8/31/05
                                                      --------          --------
Equipment and Machinery                               $980,845          $968,644
Less:
Accumulated depreciation                               670,429           597,156
                                                      --------          --------
                                                      $310,416          $371,488
                                                      --------          --------

FISCAL YEAR

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


                                      F-7
<PAGE>

                               SEW CAL LOGO, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


EARNINGS AND LOSS PER SHARE INFORMATION

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

SEGMENT REPORTING

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

NOTE 2. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
Although,  the Company has accumulated a loss of $940,257 during the nine months
ended May 31, 2006, the company has $383,515 in working capital.

Discussion

Since May 31, 2006, the Company has received  $2,000,000 in new  financing.  The
Company has  expended  approximately  $1,000,000  on a branded  line of surf and
sportswear under an acquired logo. Trade mark  applications  have been processed
and are awaiting final registration.  Management has over 20 years experience in
manufacturing similar goods as a private label manufacturer for other well known
labels in the industry.  The Company has signed several famous surfing  athletes
who are and  will  continue  to  endorse  and use  the  Company's  clothing  and
accessories. Management confidently forecasts a profit in the next fiscal year.

NOTE 3. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

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

                                                         5/31/06        8/31/05
                                                         --------       --------
Trade accounts payable                                   $ 33,459       $ 56,722
                                                         --------       --------

Sales tax payable                                           3,663          8,520
Short Term Loan - Related Party
Payroll Liabilities                                        67,608         52,046
Credit Card Debt                                           14,211         55,223
Revolving bank line of credit (Prime+
3.8 %, interest only)                                      15,071         52,000
Revolving bank line of credit (prime +
3.8750 % Interest only, reviewed yearly)                                 245,500
                                                         --------       --------
                                                         $100,553       $413,289
                                                         --------       --------


                                      F-8
<PAGE>

                               SEW CAL LOGO, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


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 February 28,2006 is $347,884.

NOTE 5. COMMITMENTS AND CONTINGENCIES

LONG-TERM DEBT

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

On August 11, 2004 the Company  refinanced  this SBA loan with  Pacific  Liberty
Bank. As of May 31, 2006 the balance was $318,775.  This loan matures and is due
in 69 months.  Monthly payments are made the 15th 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 May 31, 2006 was $16,302.  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.  In July 2004 this
building was purchased by a related party (alimited liability company 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   $150,000


                                      F-9
<PAGE>

                               SEW CAL LOGO, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


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  exercise  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 of 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.

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  outstanding.  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

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

In May 2005 the Company  purchased for a $100,000 note payable and 33,334 shares
of  restricted  common  stock  (valued  at  $12,283)  various  pieces  of sewing
equipment.

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


                                      F-10
<PAGE>

                               SEW CAL LOGO, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

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. 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  with a debt  conversion  feature  at a 45%
discount of the lowest three intra- day trading price during the 20 trading days
immediately preceding conversion.  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 January 6, 2006 the Company  issued 50,000 common shares for services  valued
at $7,500.

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.

Warrants

With the $1,955,000  worth of convertible  debentures  described above 2,000,000
five- year warrants for common stock exercisable at $0.50 per share were issued.
The  exercise  price  is "out of the  money"  therefore  no  discount  has  been
recorded.

NOTE 7. INTEREST EXPENSE

Interest expense for the period ended May 31, 2006 and the year ended August 31,
2005 is $220,936 and $77,923 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.


                                      F-11
<PAGE>

                               SEW CAL LOGO, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


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,  2005,  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         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
2005          102,685           2025
             --------
Total        $640,024
             --------

Were the NOL tax asset to be recorded  at 8/31/05 it would be a long-term  asset
of $96,004. 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.


                                      F-12
<PAGE>
                               SEW CAL LOGO, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE 10. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

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

STATEMENT NO. 151 Inventory  Costs-an amendment of ARB No. 43, Chapter 4 (Issued
11/04) This  statement  amends the guidance in ARB No. 43,  Chapter 4, Inventory
Pricing,  to clarify  the  accounting  for  abnormal  amounts  of idle  facility
expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of
ARB 43, Chapter 4, previously  stated that "...under some  circumstances,  items
such as idle  facility  expense,  excessive  spoilage,  double  freight  and re-
handling  costs may be so abnormal ass to require  treatment  as current  period
charges...."  This  Statement   requires  that  those  items  be  recognized  as
current-period  charges  regardless  of whether  they meet the  criterion of "so
abnormal."  In  addition,  this  Statement  requires  that  allocation  of fixed
production  overheads to the costs of conversion be based on the normal capacity
of the production facilities.

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

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

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

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

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

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


                                      F-13
<PAGE>

                               SEW CAL LOGO, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


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.


                                      F-14
<PAGE>

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

Unless  the  context   indicates   otherwise,   references   in  this   section,
"Management's Discussion and Analysis or Plan of Operation," references to "we",
"our",  "us",  "the  Company"  or "Sew Cal  Logo,  Inc."  refer to SCL  prior to
February 24, 2004 and to Sew Cal Logo, Inc.  thereafter,  and not to the selling
shareholders.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements,  which have been prepared in accordance
with generally accepted  accounting  principles in the United States of America.
The preparation of these financial  statements requires us to make estimates and
judgments that affect the reported  amount of assets,  liabilities and expenses,
and  related  disclosure  of  contingent  assets and  liabilities.  We bases our
estimates on historical  experience  and on other various  assumptions  that are
believed to be reasonable under the circumstances, the results of which form the
basis of making  judgments about carrying values of assets and liabilities  that
are not readily  apparent  from other  sources.  Actual  results may differ from
these estimates under difference assumptions or conditions.

PLAN OF OPERATION

We have recently filed a trademark  application  for the name PIPELINE  POSSE, a
recognized  brand in the world of surf and sportswear and it is currently  under
review for acceptance by the USPTO.  We intend to begin  manufacturing,  selling
and  distributing  our own line of surf wear  under this new name and to promote
this line of goods in appropriate  trade journals and other media as the product
line is developed,  expanded and distributed. We are also adding to our existing
staff to support  expansion  and growth of both our  entertainment  and  private
label business.

PRIVATE LABELING

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

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

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

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

We currently have no market share data available for competition in these areas.

We work on each  job  through  personal  contacts  and are  frequently  the only
company contacted for the particular project.

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

PATENTS,  TRADEMARKS,  FRANCHISES,  CONCESSIONS,  ROYALTY  AGREEMENTS,  OR LABOR
CONTRACTS

We recently applied to the USTPO for the trademark  "Pipeline  Posse." And it is
currently under review by the USPTO. We will continue to assess the need for any
copyright, trademark or patent applications on an ongoing basis.


                                       2
<PAGE>

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 first six (6)
months of fiscal 2007..

We also intend to produce more  wardrobe,  patches  etc.  for the major  costume
houses (Western  Costume  Company,  Motion Picture Costume Co.,  Eastern Costume
Co.). We will also 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.  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 approved  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 developed. Thus, there is
no accurate data currently available to determine our approximate market share.

CORPORATE SALES

Corporate  clients  currently  account  for less than 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 recent
addition of 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 two or three
in-house  clerical persons 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 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 well known 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 by us and they 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.

The first  identified  brand line is Pipeline  Posse(TM).  Three trademarks were
applied for on September 15, 2005. They are currently under review by the USPTO.
We have  completed  initial  design  of a line of surf wear  under the  Pipeline
Posse(TM) logo and have  manufactured a limited amount of goods to begin a sales
and marketing campaign. The exclusive rights and ownership of Pipeline Posse(TM)
was acquired on August 15, 2005 from Braden Dias.  Mr. Dias is a world  renowned
surfer  and is  under  agreement  with Sew Cal to  represent  the  Company  as a
professional athlete in the development of Surf and Sportswear lines.

RESULTS OF OPERATIONS

FOR THE FISCAL YEARS ENDED AUGUST 31, 2005 AND AUGUST 31, 2004

Total revenue was  $2,322,100  for the year ended August 31, 2005 as compared to
$3,269,696  for the year ended August 31, 2004, a net decrease of $947,596.  The
net  decrease  is  primarily  due to the  loss of a  significant  private  label
customer.  The  customer  elected to source his products  overseas.  Officer and
Administrative  Compensation  was $285,208 for the year ended August 31, 2005 as
compared to  $150,769  for the year ended  August 31,  2004,  a net  increase of
$134,439.  The net increase is due to the addition of  administrative  staff and
scheduled  increases  in officer  compensation.  Total  Assets were  $890,552 at
August 31, 2005 as compared to $601,619 at August 31,  2004,  a net  increase of
$288,933.  The net increase was primarily due to the addition of equipment  used
in our continuing operation and an increase of inventory on hand.

FOR THE QUARTER ENDED MAY 31, 2006 AND MAY 31, 2005

Total  revenue was  $516,648  for the quarter  ended May 31, 2006 as compared to
$613.522 for the quarter ended May 31, 2005, a net decrease of $96.874.  The net
decrease  is  primarily  due to the  elimination  of some of our  private  label
manufacturing that was no longer profitable. Also, the overall need for domestic
production  of goods  continued to decline as a result of the cheap  pricing for
competing  import  goods  offered by the  Chinese . Officer  and  Administrative
Compensation  was  $226,462  for the  quarter  ended May 31, 2006 as compared to
$61.704 for the quarter  ended May 31,  2005, a net increase of $164.758 The net
increase is due to the the  addition  of new  personnel  as well as  established
management  taking salary that was deferred from the previous year. Total assets
were $1,494,602 at May 31, 2006 as compared to $890.552 at


                                       3
<PAGE>

May 31, 2005, a net increase of $604,050.  The net increase was primarily due to
recent equity  financing as well as the addition of equipment and finished goods
inventory  to be used in the launch of our own branded  line of  merchandise  as
well as our continuing private label and contract operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash  balance as of May 31, 2006 is $734,171.  Our sources of liquidity  are
currently  generated  by current  sales,  and we do not require  any  additional
capital to continue our current operations, including the ability to grow within
the market. The 8% convertible debenture totaling $2,000,000 has been funded and
is now  providing us with  additional  liquidity for growth.  Strong  additional
growth  through the expansion  into other markets is now with these funds and we
are  preparing  to launch our  Pipeline  Posse brand.  If these  debentures  are
converted to equity,  the percentage of ownership of existing  stockholders will
be diluted. Furthermore,  these equity securities might have rights, preferences
or privileges  senior to our shares of common  stock.  Between the new funds and
the continuing and growing  portion of our existing  business,  our liquidity is
sufficient, upon completion of this financing, to complete our business plan and
generate additional revenues over the next 5 years.

Our  liquidity  and operating  results are not  materially  affected by seasonal
fluctuations in our sales.

We are  operating  our  business on an accrual  basis.  Based upon  management's
belief that we can sustain  our  current  level of sales and growth,  we project
that we will have sufficient cash flow to cover current  operations for the next
twelve (12) months without taking into account any expansion into other markets.
We can continue current  operations with reasonable  annual growth from existing
sales, cash flows and profits.

We do not offer any customer special  incentives in connection with the purchase
or promotion of our products.


                                       4
<PAGE>

FORWARD LOOKING STATEMENTS

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  fiscal  2006 that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


                                       5
<PAGE>

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

None

ITEM 5. OTHER INFORMATION


                                       6
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

      31.1  Certification of the Chief Executive Officer Pursuant  toSection 302
            of the Sarbanes-Oxley Act

      31.2  Certification of the Chief Financial Officer Pursuant to Section 302
            of the Sarbanes-Oxley Act

      32.1  Certification of the Chief Executive Officer Pursuant to Section 906
            of the Sarbanes-Oxley Act

      32.2  Certification of the Chief Financial Officer Pursuant to Section 906
            of the Sarbanes-Oxley Act


(b)   REPORTS ON FORM 8-K

None

                                   SIGNATURES

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

            Date:  July 24, 2006        By: /s/ Richard Songer
                                            -----------------------------------
                                            Richard Songer
                                            President, Director and Chie
                                            Executive Officer


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


                                       7