content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
  
                                 SEW CAL LOGO, INC.
                  ------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
                 Nevada                                  46-0495298
  --------------------------------------------------------------------------------
       (State or other jurisdiction of                   (IRS Employer
       incorporation or organization)                  Identification No.)
  
                                 207 W. 138th Street
                            Los Angeles, California 90061
                -----------------------------------------------------
                (Address of principal executive offices and Zip Code)
  
  
                     Sew Cal Logo, Inc. Stock Compensation Plan
            -------------------------------------------------------------
                              (Full title of the plan)
  
  Richard Songer
  President
  207 West 138th Street
  Los Angeles, California 90061                    (310) 352-3300
  ---------------------------------------  ---------------------------------------
  (Name and address of agent for service)  (Telephone number of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  <TABLE>
  <CAPTION>
  ----------------------- --------------------- ------------------------- ------------------------- --------------------
      Title of each                                     Proposed                  Proposed
  Title of eachTitle of                                 Maximum                   Maximum                Amount of
       eachTitle of           Amount to be           Offering Price              Aggregate             Registration
       eachClass of            Registered              Per Share               Offering Price               Fee
      Securities to
      be Registered
  ----------------------- --------------------- ------------------------- ------------------------- --------------------
  <S>                            <C>                  <C>                             <C>                       <C>
  Common Stock                  500,000         $0.60 per share(1)                  $300,000                  $35.31
  ----------------------- --------------------- ------------------------- ------------------------- --------------------
  </TABLE>
  
  Note:     Proposed  maximum  offering  price  per  share  and  Proposed  maximum
            aggregate   offering  price  estimated   solely  for  the  purpose  of
            calculating the registration fee pursuant to Rule 457.
  _______________________________________
  1 Estimated  solely for the purpose of calculating the registration fee pursuant
    to Rule 457.
  
                                         1
  <PAGE>
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
  Note: The document(s)  containing the  information  concerning the Sew Cal Logo,
  Inc.  Stock  Compensation  Plan  (the  "Plan")  of Sew Cal  Logo,Inc.,  a Nevada
  corporation (the "Registrant" or the "Company"),  dated October 1, 2005,required
  by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
  "Exchange  Act"),  and the statement of availability of registrant  information,
  employee benefit plan annual reports and other information required by Item 2 of
  Form S-8 will be sent or given to  participants  as  specified  in Rule 428.  In
  accordance  with  Rule  428 and the  requirements  of Part I of Form  S-8,  such
  documents are not being filed with the Securities and Exchange  Commission  (the
  "Commission")  either as part of this  registration  statement  on Form S-8 (the
  "Registration  Statement") or as prospectuses or prospectus supplements pursuant
  to Rule 424. The Company will  maintain a file of such  documents in  accordance
  with the provisions of Rule 428. Upon request,  the Company shall furnish to the
  Commission  or its staff a copy or copies of all of the  documents  included  in
  such file.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following document,  which has been filed by the Company with the Securities
  and Exchange Commission, is hereby incorporated by reference:
  
       The Company's Annual Report on Form 10-KSB for the fiscal year ended August
       31, 2004;
  
  All  documents  filed by the Company  with the  Commission  pursuant to Sections
  13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective  amendment to
  this Registration  Statement which indicates that all securities  offered hereby
  have been sold or which  deregisters all securities then remaining  unsold shall
  be deemed to be incorporated in this Registration  Statement by reference and to
  be a part hereof from the date of filing of such documents.
  
  Any statement contained in this Registration  Statement, in a supplement to this
  Registration  Statement or in a document incorporated by reference herein, shall
  be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
  Statement to the extent that a statement contained herein or in any subsequently
  filed  supplement  to this  Registration  Statement or in any  document  that is
  subsequently  incorporated  by  reference  herein  modifies or  supersedes  such
  statement.  Any statement so modified or superseded shall not be deemed,  except
  as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
  Statement.
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
  The  Company's  authorized  capital  consists  of  50,000,000  shares  of Common
  Stock,$.001 par value, of which 5,020,000  shares were outstanding as of October
  1, 2005. The Company has authorized 300,000 shares of preferred stock, $.001 par
  value,  of which  234,800  shares were  outstanding  as of October 1, 2005.  The
  Company's   common  stock  is   presently   listed  and  traded  on  the  NASD's
  Over-The-Counter Bulletin Board exchange under the symbol "SEWC".
  
                                         2
  <PAGE>
  
  ITEM 4. DESCRIPTION OF SECURITIES - continued
  
  Common Stock
  ------------
  
  Each  outstanding  share of common stock entitles the holder thereof to one vote
  per share on all matters. The Articles of Incorporation do not permit cumulative
  voting for the election of  directors  which means that the holders of more than
  50% of such  outstanding  shares  voting for the election of directors can elect
  all of the  directors  to be  elected,  if they so choose;  in such  event,  the
  holders of the remaining  shares will not be able to elect any of our directors.
  Shareholders  do not have  preemptive  rights to  purchase  shares in any future
  issuance of our common stock.
  
  The holders of shares of common  stock are  entitled to  dividends  out of funds
  legally  available when and as declared by the Board of Directors.  The Board of
  Directors  has never  declared a dividend  and does not  anticipate  declaring a
  dividend in the foreseeable future. In the event of liquidation,  dissolution or
  winding up of the  affairs of the  company,  holders  are  entitled  to receive,
  ratably,  the  net  assets  available  to  shareholders  after  payment  of  all
  creditors.
  
  Series A Preferred Stock
  ------------------------
  
  Shares of Series A  Preferred  Stock  shall be  issued to  officers,  directors,
  employees and consultants to Sew Cal. Each share of Series A Preferred Stock (i)
  may be converted  into one hundred (100) shares of common stock when Sew Cal has
  acheived  sales of at least  $10,000,000  in any fiscal  year as reported in our
  audited financial statements for such fiscal year.
  
  Subject to the  provisions  for  adjustment,  the  holders of shares of Series A
  Preferred Stock shall be entitled to receive dividends, when, as and if declared
  by the Board of Directors out of funds legally available therefor. Dividends may
  be paid in (i) cash,  (ii)  additional  shares of Series A Preferred  Stock,  or
  (iii) shares of common stock.
  
  So long as any shares of Series A Preferred Stock shall be outstanding,  no cash
  dividends shall be declared or paid or set apart for payment on any other series
  of stock  ranking on a parity with the Series A Preferred  Stock as to dividends
  ("Parity  Stock"),  unless there shall also be or have been declared and paid or
  set apart  for  payment  on the  Series A  Preferred  Stock,  dividends  for all
  dividend payment periods of the Series A Preferred Stock ending on or before the
  dividend  payment  date of such  Parity  Stock,  ratably  in  proportion  to the
  respective  amounts of dividends  accumulated  and unpaid  through such dividend
  period on the Series A Preferred Stock and accumulated and unpaid on such Parity
  Stock through the dividend  payment  period on such Parity Stock next  preceding
  such dividend payment date.
  
  In the event that full cumulative dividends on the Series A Preferred Stock have
  not been  declared and paid or set apart for payment when due, Sew Cal shall not
  declare  or pay or set  apart  for  payment  any  dividends  or make  any  other
  distributions on, or make any payment on account of the purchase,  redemption or
  other  retirement  of any  other  class of stock or  series  thereof  of Sew Cal
  ranking,  as to dividends or as to  distributions in the event of a liquidation,
  dissolution  or  winding-up of Sew Cal,  junior to the Series A Preferred  Stock
  ("Junior Stock") until full cumulative dividends on the Series A Preferred Stock
  shall have been paid or declared and set apart for payment;  provided,  however,
  that the  foregoing  shall not apply to (i) any dividend  payable  solely in any
  shares of any stock ranking, as to dividends or as to distributions in the event
  
  
                                         3
  <PAGE>
  
  ITEM 4. DESCRIPTION OF SECURITIES - continued
  
  of a liquidation,  dissolution or winding-up of Sew Cal,  junior to the Series A
  Preferred  Stock either (A)  pursuant to any  employee or director  incentive or
  benefit plan or arrangement  (including any employment,  severance or consulting
  agreement)  of the  Corporation  or any  subsidiary  of Sew  Cal  heretofore  or
  hereinafter  adopted or (B) in  exchange  solely  for shares of any other  stock
  ranking,  as to dividends and as to distributions in the event of a liquidation,
  dissolution or winding-up of Sew Cal, junior to the Series A Preferred Stock.
  
  The shares of Series A Preferred  Stock have voting  powers  equal to the voting
  powers of the common stock. Each share of Series Preferred Stock has one hundred
  (100) votes on all matters to be voted upon by shareholders.
  
  
  Transfer Agent
  --------------
  
  First American Stock Transfer
  706 E. Bell Road
  Suite 202
  Phoenix, Arizona 85022
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  No "Expert" or "Counsel" as defined by Item 509 of  Regulation  S-B  promulgated
  pursuant  to the  Securities  Act of  1933,  whose  services  were  used  in the
  preparation of this Form SB-2 was hired on a contingent  basis or will receive a
  direct or indirect interest in the Company.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The  Company's  Articles of  Incorporation  provide that we must  indemnify  our
  directors and officers to the fullest extent  permitted under Nevada law against
  all  liabilities  incurred  by reason  of the fact  that the  person is or was a
  director or officer or a fiduciary of Sew Cal. The effect of these provisions is
  potentially  to indemnify our directors and officers from all costs and expenses
  of liability incurred by them in connection with any action,  suit or proceeding
  in which they are involved by reason of their  affiliation  with us. Pursuant to
  Nevada law, a corporation may indemnify a director, provided that such indemnity
  shall not apply on account of:
  
       (a)  acts or omissions of the director  finally  adjudged to be intentional
            misconduct or a knowing violation of law;
       (b)  unlawful distributions; or
       (c)  any  transaction  with respect to which it was finally  adjudged  that
            such director  personally  received a benefit in money,  property,  or
            services to which the director was not legally entitled.
  
  The Company's  Bylaws  provide that we will indemnify our officers and directors
  for costs and  expenses  incurred  in  connection  with the  defense of actions,
  suits,  or  proceedings  against  them on account of their  being or having been
  directors or officers of Sew Cal,  absent a finding of  negligence or misconduct
  in office.
  
  The  Company's  Bylaws  also permit us to  maintain  insurance  on behalf of our
  officers, directors, employees and agents against any liability asserted against
  and incurred by that person  whether or not we have the power to indemnify  such
  person against liability for any of those acts.
  
                                         4
  <PAGE>
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not Applicable.
  
  ITEM 8. EXHIBITS.
  
    Exhibit Number      Description
  ----------------      ------------------------------------------------------
       4.1              Sew Cal Logo, Inc. Stock Compensation Plan
  
       5.1              Opinion of Counsel, The O'Neal Law Firm, P.C.
  
       23.1             Consent of Certified Public Accountants
  
  
  ITEM 9.  UNDERTAKINGS
  
  1. The Registrant hereby undertakes:
  
       (a) To file,  during any period in which  offers or sales are being made, a
       post-effective amendment to this registration statement:
  
            (i) to include  any  prospectus  required  by Section  10(a)(3) of the
            Securities Act of 1933;
  
            (ii) to reflect in the  prospectus  any facts or events  arising after
            the effective date of the  registration  statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or  in  the
            aggregate,  represent a fundamental  change in the formation set forth
            in the registration statement;
  
            (iii) to include any  material  information  with respect to a plan of
            distribution not previously disclosed in the registration statement or
            any material change to such information in the registration statement;
  
       (b) That, for the purpose of determining any liability under the Securities
       Act of 1933,  each such post-  effective  amendment shall be deemed to be a
       new registration  statement relating to the securities offered therein, and
       the  offering  of such  securities  at that time  shall be deemed to be the
       initial bonafide offering thereof.
  
       (c) To remove from registration by means of a post-effective  amendment any
       of the securities  being  registered which remain unsold at the termination
       of the offering.
  
  2. The  Registrant  hereby  undertakes  that,  for purposes of  determining  any
  liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
  annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
  (and, where applicable,  each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in the registration statement shall be deemed to be a new registration statement
  relating to the securities  offered herein,  and the offering of such securities
  at that time shall be deemed to be in the initial bona fide offering thereof.
  
                                         5
  <PAGE>
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
  that it has reasonable  grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
  signed on its behalf by the undersigned,  thereunto duly authorized, in the City
  of Los Angeles, California, on this 10th day of October, 2005.
  
                                          Sew Cal Logo, Inc.
  
                                          By: /s/ Richard Songer
                                          -------------------------
                                          Richard Songer, President
  
  
  
  
  In accordance  with the  requirements  of the Securities Act of 1933 as amended,
  this  Registration  Statement  has been signed by the  following  persons in the
  capacities and on the date indicated.
  
  
         SIGNATURE                        TITLE                DATE
         ---------                        -----                ----
         /s/ Richard Songer            President          October 10, 2005
       -----------------------
             Richard Songer
  
  
  
                                         6
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "sewcal_s-8.txt", "description": "SEW CAL S-8", "secsgml_size_bytes": 17092}]
metadata_filer: {"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": "S-8", "act": "33", "file-number": "333-128921", "film-number": "051132211"}, "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"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 SEW CAL LOGO, INC.
                  ------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
                 Nevada                                  46-0495298
  --------------------------------------------------------------------------------
       (State or other jurisdiction of                   (IRS Employer
       incorporation or organization)                  Identification No.)
  
                                 207 W. 138th Street
                            Los Angeles, California 90061
                -----------------------------------------------------
                (Address of principal executive offices and Zip Code)
  
                     Sew Cal Logo, Inc. Stock Compensation Plan
            -------------------------------------------------------------
                              (Full title of the plan)
  
  Richard Songer
  President
  207 West 138th Street
  Los Angeles, California 90061                    (310) 352-3300
  ---------------------------------------  ---------------------------------------
  (Name and address of agent for service)  (Telephone number of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  ----------------------- --------------------- ------------------------- ------------------------- --------------------
      Title of each                                     Proposed                  Proposed
  Title of eachTitle of                                 Maximum                   Maximum                Amount of
       eachTitle of           Amount to be           Offering Price              Aggregate             Registration
       eachClass of            Registered              Per Share               Offering Price               Fee
      Securities to
      be Registered
  ----------------------- --------------------- ------------------------- ------------------------- --------------------
  Common Stock                  500,000         $0.60 per share(1)                  $300,000                  $35.31
  ----------------------- --------------------- ------------------------- ------------------------- --------------------
  Note:     Proposed  maximum  offering  price  per  share  and  Proposed  maximum
            aggregate   offering  price  estimated   solely  for  the  purpose  of
            calculating the registration fee pursuant to Rule 457.
  _______________________________________
  1 Estimated  solely for the purpose of calculating the registration fee pursuant
    to Rule 457.
  
                                         1
  PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
  Note: The document(s)  containing the  information  concerning the Sew Cal Logo,
  Inc.  Stock  Compensation  Plan  (the  "Plan")  of Sew Cal  Logo,Inc.,  a Nevada
  corporation (the "Registrant" or the "Company"),  dated October 1, 2005,required
  by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
  "Exchange  Act"),  and the statement of availability of registrant  information,
  employee benefit plan annual reports and other information required by Item 2 of
  Form S-8 will be sent or given to  participants  as  specified  in Rule 428.  In
  accordance  with  Rule  428 and the  requirements  of Part I of Form  S-8,  such
  documents are not being filed with the Securities and Exchange  Commission  (the
  "Commission")  either as part of this  registration  statement  on Form S-8 (the
  "Registration  Statement") or as prospectuses or prospectus supplements pursuant
  to Rule 424. The Company will  maintain a file of such  documents in  accordance
  with the provisions of Rule 428. Upon request,  the Company shall furnish to the
  Commission  or its staff a copy or copies of all of the  documents  included  in
  such file.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following document,  which has been filed by the Company with the Securities
  and Exchange Commission, is hereby incorporated by reference:
  
       The Company's Annual Report on Form 10-KSB for the fiscal year ended August
       31, 2004;
  
  All  documents  filed by the Company  with the  Commission  pursuant to Sections
  13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective  amendment to
  this Registration  Statement which indicates that all securities  offered hereby
  have been sold or which  deregisters all securities then remaining  unsold shall
  be deemed to be incorporated in this Registration  Statement by reference and to
  be a part hereof from the date of filing of such documents.
  
  Any statement contained in this Registration  Statement, in a supplement to this
  Registration  Statement or in a document incorporated by reference herein, shall
  be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
  Statement to the extent that a statement contained herein or in any subsequently
  filed  supplement  to this  Registration  Statement or in any  document  that is
  subsequently  incorporated  by  reference  herein  modifies or  supersedes  such
  statement.  Any statement so modified or superseded shall not be deemed,  except
  as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
  Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
  The  Company's  authorized  capital  consists  of  50,000,000  shares  of Common
  Stock,$.001 par value, of which 5,020,000  shares were outstanding as of October
  1, 2005. The Company has authorized 300,000 shares of preferred stock, $.001 par
  value,  of which  234,800  shares were  outstanding  as of October 1, 2005.  The
  Company's   common  stock  is   presently   listed  and  traded  on  the  NASD's
  Over-The-Counter Bulletin Board exchange under the symbol "SEWC".
  
                                         2
  ITEM 4. DESCRIPTION OF SECURITIES - continued
  
  Common Stock
  ------------
  
  Each  outstanding  share of common stock entitles the holder thereof to one vote
  per share on all matters. The Articles of Incorporation do not permit cumulative
  voting for the election of  directors  which means that the holders of more than
  50% of such  outstanding  shares  voting for the election of directors can elect
  all of the  directors  to be  elected,  if they so choose;  in such  event,  the
  holders of the remaining  shares will not be able to elect any of our directors.
  Shareholders  do not have  preemptive  rights to  purchase  shares in any future
  issuance of our common stock.
  
  The holders of shares of common  stock are  entitled to  dividends  out of funds
  legally  available when and as declared by the Board of Directors.  The Board of
  Directors  has never  declared a dividend  and does not  anticipate  declaring a
  dividend in the foreseeable future. In the event of liquidation,  dissolution or
  winding up of the  affairs of the  company,  holders  are  entitled  to receive,
  ratably,  the  net  assets  available  to  shareholders  after  payment  of  all
  creditors.
  
  Series A Preferred Stock
  ------------------------
  
  Shares of Series A  Preferred  Stock  shall be  issued to  officers,  directors,
  employees and consultants to Sew Cal. Each share of Series A Preferred Stock (i)
  may be converted  into one hundred (100) shares of common stock when Sew Cal has
  acheived  sales of at least  $10,000,000  in any fiscal  year as reported in our
  audited financial statements for such fiscal year.
  
  Subject to the  provisions  for  adjustment,  the  holders of shares of Series A
  Preferred Stock shall be entitled to receive dividends, when, as and if declared
  by the Board of Directors out of funds legally available therefor. Dividends may
  be paid in (i) cash,  (ii)  additional  shares of Series A Preferred  Stock,  or
  (iii) shares of common stock.
  
  So long as any shares of Series A Preferred Stock shall be outstanding,  no cash
  dividends shall be declared or paid or set apart for payment on any other series
  of stock  ranking on a parity with the Series A Preferred  Stock as to dividends
  ("Parity  Stock"),  unless there shall also be or have been declared and paid or
  set apart  for  payment  on the  Series A  Preferred  Stock,  dividends  for all
  dividend payment periods of the Series A Preferred Stock ending on or before the
  dividend  payment  date of such  Parity  Stock,  ratably  in  proportion  to the
  respective  amounts of dividends  accumulated  and unpaid  through such dividend
  period on the Series A Preferred Stock and accumulated and unpaid on such Parity
  Stock through the dividend  payment  period on such Parity Stock next  preceding
  such dividend payment date.
  
  In the event that full cumulative dividends on the Series A Preferred Stock have
  not been  declared and paid or set apart for payment when due, Sew Cal shall not
  declare  or pay or set  apart  for  payment  any  dividends  or make  any  other
  distributions on, or make any payment on account of the purchase,  redemption or
  other  retirement  of any  other  class of stock or  series  thereof  of Sew Cal
  ranking,  as to dividends or as to  distributions in the event of a liquidation,
  dissolution  or  winding-up of Sew Cal,  junior to the Series A Preferred  Stock
  ("Junior Stock") until full cumulative dividends on the Series A Preferred Stock
  shall have been paid or declared and set apart for payment;  provided,  however,
  that the  foregoing  shall not apply to (i) any dividend  payable  solely in any
  shares of any stock ranking, as to dividends or as to distributions in the event
  
                                         3
  ITEM 4. DESCRIPTION OF SECURITIES - continued
  
  of a liquidation,  dissolution or winding-up of Sew Cal,  junior to the Series A
  Preferred  Stock either (A)  pursuant to any  employee or director  incentive or
  benefit plan or arrangement  (including any employment,  severance or consulting
  agreement)  of the  Corporation  or any  subsidiary  of Sew  Cal  heretofore  or
  hereinafter  adopted or (B) in  exchange  solely  for shares of any other  stock
  ranking,  as to dividends and as to distributions in the event of a liquidation,
  dissolution or winding-up of Sew Cal, junior to the Series A Preferred Stock.
  
  The shares of Series A Preferred  Stock have voting  powers  equal to the voting
  powers of the common stock. Each share of Series Preferred Stock has one hundred
  (100) votes on all matters to be voted upon by shareholders.
  
  Transfer Agent
  --------------
  
  First American Stock Transfer
  706 E. Bell Road
  Suite 202
  Phoenix, Arizona 85022
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  No "Expert" or "Counsel" as defined by Item 509 of  Regulation  S-B  promulgated
  pursuant  to the  Securities  Act of  1933,  whose  services  were  used  in the
  preparation of this Form SB-2 was hired on a contingent  basis or will receive a
  direct or indirect interest in the Company.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The  Company's  Articles of  Incorporation  provide that we must  indemnify  our
  directors and officers to the fullest extent  permitted under Nevada law against
  all  liabilities  incurred  by reason  of the fact  that the  person is or was a
  director or officer or a fiduciary of Sew Cal. The effect of these provisions is
  potentially  to indemnify our directors and officers from all costs and expenses
  of liability incurred by them in connection with any action,  suit or proceeding
  in which they are involved by reason of their  affiliation  with us. Pursuant to
  Nevada law, a corporation may indemnify a director, provided that such indemnity
  shall not apply on account of:
  
       (a)  acts or omissions of the director  finally  adjudged to be intentional
            misconduct or a knowing violation of law;
       (b)  unlawful distributions; or
       (c)  any  transaction  with respect to which it was finally  adjudged  that
            such director  personally  received a benefit in money,  property,  or
            services to which the director was not legally entitled.
  
  The Company's  Bylaws  provide that we will indemnify our officers and directors
  for costs and  expenses  incurred  in  connection  with the  defense of actions,
  suits,  or  proceedings  against  them on account of their  being or having been
  directors or officers of Sew Cal,  absent a finding of  negligence or misconduct
  in office.
  
  The  Company's  Bylaws  also permit us to  maintain  insurance  on behalf of our
  officers, directors, employees and agents against any liability asserted against
  and incurred by that person  whether or not we have the power to indemnify  such
  person against liability for any of those acts.
  
                                         4
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not Applicable.
  
  ITEM 8. EXHIBITS.
  
    Exhibit Number      Description
  ----------------      ------------------------------------------------------
       4.1              Sew Cal Logo, Inc. Stock Compensation Plan
  
       5.1              Opinion of Counsel, The O'Neal Law Firm, P.C.
  
       23.1             Consent of Certified Public Accountants
  
  ITEM 9.  UNDERTAKINGS
  
  1. The Registrant hereby undertakes:
  
       (a) To file,  during any period in which  offers or sales are being made, a
       post-effective amendment to this registration statement:
  
            (i) to include  any  prospectus  required  by Section  10(a)(3) of the
            Securities Act of 1933;
  
            (ii) to reflect in the  prospectus  any facts or events  arising after
            the effective date of the  registration  statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or  in  the
            aggregate,  represent a fundamental  change in the formation set forth
            in the registration statement;
  
            (iii) to include any  material  information  with respect to a plan of
            distribution not previously disclosed in the registration statement or
            any material change to such information in the registration statement;
  
       (b) That, for the purpose of determining any liability under the Securities
       Act of 1933,  each such post-  effective  amendment shall be deemed to be a
       new registration  statement relating to the securities offered therein, and
       the  offering  of such  securities  at that time  shall be deemed to be the
       initial bonafide offering thereof.
  
       (c) To remove from registration by means of a post-effective  amendment any
       of the securities  being  registered which remain unsold at the termination
       of the offering.
  
  2. The  Registrant  hereby  undertakes  that,  for purposes of  determining  any
  liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
  annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
  (and, where applicable,  each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in the registration statement shall be deemed to be a new registration statement
  relating to the securities  offered herein,  and the offering of such securities
  at that time shall be deemed to be in the initial bona fide offering thereof.
  
                                         5
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
  that it has reasonable  grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
  signed on its behalf by the undersigned,  thereunto duly authorized, in the City
  of Los Angeles, California, on this 10th day of October, 2005.
  
                                          Sew Cal Logo, Inc.
  
                                          By: /s/ Richard Songer
                                          -------------------------
                                          Richard Songer, President
  
  In accordance  with the  requirements  of the Securities Act of 1933 as amended,
  this  Registration  Statement  has been signed by the  following  persons in the
  capacities and on the date indicated.
  
         SIGNATURE                        TITLE                DATE
         ---------                        -----                ----
         /s/ Richard Songer            President          October 10, 2005
       -----------------------
             Richard Songer
  
                                         6