SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

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

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 16, 2006

                               SEW CAL LOGO, INC.
               --------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<CAPTION>
<S>                                      <C>                              <C>
            Nevada                       333-113223                   46-0495298
 -------------------------------    ---------------------     ------------------------------
 (STATE OR OTHER JURISDICTION OF    (COMMISSION FILE NO.)     (IRS EMPLOYEE INCORPORATION OR
         ORGANIZATION)                                            IDENTIFICATION NO.)
</TABLE>

               207 W. 138th Street, Los Angeles, California 90061
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (310) 352-3300
                            (ISSUER TELEPHONE NUMBER)

                                      NONE
                            (FORMER NAME AND ADDRESS)

================================================================================

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 16, 2006,  we completed a financing  agreement for  $2,000,000  with
private  investors  (the  "Investors").  Under  the terms of the  agreement,  at
Closing,  we  received  the  principal  amount of  $700,000,  the first of three
traunches of the funding  which are expected to be completed  over the course of
the next several months.  We issued to the Investors  secured  convertible notes
totaling $2,000,000 with an 8% interest rate and a maturity date of February 16,
2009. The notes are  convertible  into our shares of common stock at the average
of the lowest three (3) trading prices for our shares of common stock during the
twenty  (20)  trading  day  period  ending one  trading  day prior to the date a
conversion  notice  is sent  to us.  We  simultaneously  issued  to the  private
investors  five (5) year  warrants  to purchase  2,142,858  shares of our common
stock which are exercisable at an exercise price of $0.50.
<PAGE>

We are committed to filing an SB-2 Registration Statement with the SEC within 45
days from  February  16,  2006,  the closing  date.  We will  receive the second
traunch  of the  funding  when the SB-2 is filed  with the SEC and the third and
final  traunch of the funding  when the SB-2 is declared  effective  by the SEC.
There are  penalty  provisions  for us should the  filing  not become  effective
within 135 days of the closing date of February 16, 2006.  The notes are secured
by all of our assets.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    SEW CAL LOGO, INC.

                                    By: /s/ Richard Songer
                                            ------------------------------------
                                            Richard Songer
                                            President and CEO

Dated: February 21, 2006
{"company-data": {"conformed-name": "SEW CAL LOGO INC", "cik": "0001281984", "assigned-sic": "4941", "irs-number": "460495298", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-113223", "film-number": "06634307"}, "business-address": {"street1": "207 W 138TH ST", "city": "LOS ANGELES", "state": "CA", "zip": "90061", "phone": "3103523300"}, "mail-address": {"street1": "207 W 138TH ST", "city": "LOS ANGELES", "state": "CA", "zip": "90061"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

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

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 16, 2006

                               SEW CAL LOGO, INC.
               --------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Nevada                       333-113223                   46-0495298
 -------------------------------    ---------------------     ------------------------------
 (STATE OR OTHER JURISDICTION OF    (COMMISSION FILE NO.)     (IRS EMPLOYEE INCORPORATION OR
         ORGANIZATION)                                            IDENTIFICATION NO.)
207 W. 138th Street, Los Angeles, California 90061
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (310) 352-3300
                            (ISSUER TELEPHONE NUMBER)

                                      NONE
                            (FORMER NAME AND ADDRESS)

================================================================================

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 16, 2006,  we completed a financing  agreement for  $2,000,000  with
private  investors  (the  "Investors").  Under  the terms of the  agreement,  at
Closing,  we  received  the  principal  amount of  $700,000,  the first of three
traunches of the funding  which are expected to be completed  over the course of
the next several months.  We issued to the Investors  secured  convertible notes
totaling $2,000,000 with an 8% interest rate and a maturity date of February 16,
2009. The notes are  convertible  into our shares of common stock at the average
of the lowest three (3) trading prices for our shares of common stock during the
twenty  (20)  trading  day  period  ending one  trading  day prior to the date a
conversion  notice  is sent  to us.  We  simultaneously  issued  to the  private
investors  five (5) year  warrants  to purchase  2,142,858  shares of our common
stock which are exercisable at an exercise price of $0.50.
We are committed to filing an SB-2 Registration Statement with the SEC within 45
days from  February  16,  2006,  the closing  date.  We will  receive the second
traunch  of the  funding  when the SB-2 is filed  with the SEC and the third and
final  traunch of the funding  when the SB-2 is declared  effective  by the SEC.
There are  penalty  provisions  for us should the  filing  not become  effective
within 135 days of the closing date of February 16, 2006.  The notes are secured
by all of our assets.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    SEW CAL LOGO, INC.

                                    By: /s/ Richard Songer
                                            ------------------------------------
                                            Richard Songer
                                            President and CEO

Dated: February 21, 2006