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