UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended February 28, 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
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 February 28, 2006, there were
5,937,368 shares of the registrant's Common Stock outstanding and 234,800 shares
of Series A Preferred Stock outstanding.
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.
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
February 28, 2006, and the related statements of income, retained earnings, and
cash flows for the six 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.
[GRAPHIC LOGO OMITTED]
Moore & Digitally signed by Moore & Associates, Chartered DN: cn=Moore
Associates, & Associates, Chartered,
Chartered c=US, 0=Moore & Associates, Chartered, ou=Moore & Associates,
Chartered, email=t1iam@cox.net
Date: 2006.04.17 11:48:53 -07'00'
Moore & Associates, Chartered
Las Vegas, Nevada
April 17, 2006
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7511 Fax:
(702)253-7501
SEW CAL LOGO, INC.
BALANCE SHEETS
2/28/2006
(unaudited) 8/31/2005
----------- -----------
ASSETS
Current Assets
Cash and cash equivalents $ 80,823 $ 56,865
Accounts Receivable, net 242,900 265,468
Inventory 150,363 188,434
Prepaid Expenses 20,671 2,297
----------- -----------
Total current assets 494,757 513,064
----------- -----------
Equipment and machinery, net 330,773 371,488
Other assets 56,000 6,000
----------- -----------
Total assets $ 881,530 $ 890,552
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 28,450 $ 56,722
Note Payable-shareholder 347,884 355,384
Other current liabilities 100,318 413,289
Current Poriton of Long Term Debt 45,987 45,987
----------- -----------
Total current liabilities 522,639 871,382
Long-term liabilities
Note Payable-related party 86,553 95,570
SBA Loan 298,210 327,884
Convertible Debentures 700,000
Discount on Convertible Debentures (315,000)
Equipment Loans 17,660 40,602
----------- -----------
Total liabilities 1,310,062 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
2/28/06 and 8/31/05 is 5,176,168 shares respectively. 5,226 5,176
Paid in Capital 509,967 187,517
Stock Subscribed 36,000 36,000
Retained Earnings(Deficit) (979,960) (673,814)
----------- -----------
Total stockholders' equity (deficit) (428,532) (444,886)
----------- -----------
Total liabilities and stockholders' equity $ 881,530 $ 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.
SEW CAL LOGO, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended Three Months Ended
-------------------------- --------------------------
2/28/2006 2/28/2005 2/28/2006 2/28/2005
----------- ----------- ----------- -----------
Revenue:
Sales of Caps, Embroidery and Other $ 1,136,555 $ 1,076,652 $ 481,898 $ 555,061
----------- ----------- ----------- -----------
Total Revenue 1,136,555 1,076,652 481,898 555,061
Cost of Goods Sold 1,077,064 827,157 496,619 453,710
----------- ----------- ----------- -----------
Gross profit 59,491 249,495 (14,721) 101,351
----------- ----------- ----------- -----------
Expenses:
General and Administrative 104,465 30,507 56,108 12,571
Officer and Administrative
Compensation 78,485 144,502 22,500 83,880
Consulting, Legal and Accounting 57,213 7,747 44,500 247
Depreciation 23,954 4,759 3,597 2,379
Rent 24,000 21,000 9,000 7,500
Interest Expense 77,520 32,395 29,165 19,552
----------- ----------- ----------- -----------
Total expenses 365,637 240,910 164,870 126,129
----------- ----------- ----------- -----------
Income (loss) before income taxes (306,146) 8,585 (179,591) (24,778)
=========== =========== =========== ===========
Provision for income taxes -- 5,718 -- --
----------- ----------- ----------- -----------
Net income (loss) $ (306,146) $ 2,867 $ (179,591) $ (24,778)
Basic and Diluted Earnings (Loss) per Share $ (0.06) $ 0.00 $ (0.03) $ (0.00)
----------- ----------- ----------- -----------
Weighted Average Number of Common Shares 5,176,000 5,020,000 5,176,000 5,020,000
----------- ----------- ----------- -----------
The accompanying notes are an integral
part of these financial statements.
SEW CAL LOGO, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Preferred Stock Common Stock
------------------------- --------------------------
Shares Amount Shares Amount
----------- ----------- ----------- -----------
Balance, August 31, 2002 189,800 $ 190 3,000,000 $ 3,000
Contributed Officer Services
Net (Loss) for the year
----------- ----------- ----------- -----------
Balance, August 31, 2003 189,800 190 3,000,000 3,000
Recapitalization 2/24/04
Shares issued at par value 520,000 520
Shares issued for services at par 45,000 45 1,500,000 1,500
Net Income for the year
----------- ----------- ----------- -----------
Balance, August 31, 2004 234,800 235 5,020,000 5,020
Equipment Purchase 33,334 33
Shares issued for Services 122,834 123
at $0.10 per share
Stock Subscribed
Net Income(Loss) for year
----------- ----------- ----------- -----------
Balance, August 31, 2005 234,800 235 5,176,168 5,176
Discount on Convertible Debentures
Shares issued for Services
at $0.15 per share 50,000 50
Net Income (Loss) for quarter
----------- ----------- ----------- -----------
Balance, February 28, 2006 234,800 $ 235 $ 5,226,168 $ 5,226
=========== =========== =========== ===========
Stock Retained Total
Paid in Stock Earnings Stockholders'
Capital Subscribed (Deficit) Equity
----------- ----------- ----------- -----------
Balance, August 31, 2002 $ 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 61,810 (619,266) (554,266)
Recapitalization 2/24/04
Shares issued at par value (520)
Shares issued for services at par 1,545
Net Income for the year 50,818 50,818
----------- ----------- ----------- -----------
Balance, August 31, 2004 61,290 (568,448) (501,903)
Equipment Purchase 114,067 114,100
Shares issued for Services 12,160 12,283
at $0.10 per share
36,000 36,000
Stock Subscribed
Net Income(Loss) for year (105,366) (105,366)
----------- ----------- ----------- -----------
Balance, August 31, 2005 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 7,450 7,500
Net Income (Loss) for quarter (306,146) (306,146)
----------- ----------- ----------- -----------
Balance, February 28, 2006 $ 509,967 $36,000 $(979,960) $ (428,532)
=========== =========== =========== ===========
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.
SEW CAL LOGO, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
-----------------------
2/28/2006 2/28/2005
--------- ---------
Operating Activities:
Net income (loss) $(306,146) $ 2,867
Depreciation 23,954 4,759
Stock issued for services 7,500 --
Adjustments to reconcile net income (loss)
(Increase) decrease in prepaid Expenses (18,374) --
(Increase) decrease in inventory 38,071 (49,919)
(Increase) decrease in accounts receivable 22,568 89,655
Increase (decrease) in accounts payable (28,272) 12,415
Increase (decrease) in other current liabilities (312,971) --
--------- ---------
Net cash provided by (used in) operating activities (573,670) 59,777
--------- ---------
Investing Activities:
Purchases/disposals of equipment (33,239) 10,713
--------- ---------
Cash (used) in investing activities (33,239) 10,713
--------- ---------
Financing Activities:
Notes Payable (9,017) --
Debentures Payable 700,000
Stock Subscription -- --
Stock Sales -- --
Decrease in shareholder loan (7,500) (30,277)
Decrease in SBA Loan (29,674) --
Repayment of equipment loan (22,942) --
Increase in equipment loan -- --
--------- ---------
Net cash provided by (used in) financing activities 630,867 (30,277)
--------- ---------
Net increase (decrease) in cash and cash equivalents 23,958 40,213
Cash and cash equivalents at beginning of the year 56,865 20,490
--------- ---------
Cash and cash equivalents at end of the year $ 80,823 $ 60,703
========= =========
Supplemental Information
Interest $ 29,165 $ 77,923
Taxes $ -- $ --
The accompanying notes are an integral
part of these financial statements.
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.
2/28/05 8/31/05
Gross Trade Accounts Receivable $ 245,304 $ 268,149
Allowance for Doubtful Accounts (2,404) (2,681)
--------- ---------
Accounts Receivable, net $ 242,900 $ 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.
Cash and Cash equivalents
SEW CAL LOGO, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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.
11/30/05 8/31/05
-------- --------
Raw Materials and WIP $150,363 $188,434
Finished Goods 0 0
-------- --------
Total Inventory $150,363 $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 February 28,
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 650,072 597,156
-------- --------
$330,773 $371,488
-------- --------
Fiscal Year
The Company operates on a fiscal year basis with a year ending August 31.
Earnings and Loss Per Share Information
SEW CAL LOGO, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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. Accounts Payable and Other Current Liabilities
As of the period ends shown, accounts payable and accrued liabilities consisted
of the following:
2/28/06 8/31/05
-------- --------
Trade accounts payable $ 28,450 $ 56,722
-------- --------
Sales tax payable 3,545 8,520
Short Term Loan - Related Party
Payroll Liabilities 50,563 52,046
Credit Card Debt 29,874 55,223
Revolving bank line of credit
(Prime + 3.8%, interest only) 16,336 52,000
Revolving bank line of credit
(prime + 3.8750% Interest only,
reviewed yearly) 245,500
-------- --------
$100,318 $413,289
-------- --------
NOTE 3. Note Payable- Related Party
On March 1, 2003, for purposes of working capital, the sole shareholder and
spouse made a $355,384 subordinated loan to the Company. The Company is
obligated to pay monthly interest only on the subordinated loan during its term
at the rate of 10% per annum (fixed-rate calculated as simple interest). The
entire principal amount of the loan was originally due on March 1, 2004, and has
continued from that time on a month to month basis. The subordinated loan, which
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 4. Commitments and Contingencies
Long-Term Debt
SEW CAL LOGO, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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 February 28, 2006 the balance was $344,196. 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 February 28, 2006 was $17,660. 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 (a corporation controlled by the
officers) and the lease was re-written for 5 years. Lease expense is currently
$12,500 per month.
The lease obligation is shown below for the next five years.
Year 1 Year 2 Year 3 Year 4 Year 5
Office /warehouse lease $150,000 $150,000 $150,000 $150,000 $150,000
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 and received its first installment of $700,000. 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 exercisable 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 associated
with the first $700,000 debt executed. Because the convertible feature is at a
45% discount the company has recorded $315,000 ($700,000 x 45%) discount and
will amortize the discount over the life of the debentures.
SEW CAL LOGO, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 5. 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. 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.
On January 6, 2006 the Company issued 50,000 common shares for services valued
at $7,500.
On February 16, 2006 the Company issued callable convertible debentures in the
amount of $700,000 that can be converted to common stock at 45% discount of the
three lowest three intra-day trading price during the 20 trading days
immediately preceding conversion. If the debt had been converted on February 28,
2006 the company would have issued 4,545,455 shares at $0.154 per share.
Warrants
With the $700,000 worth of convertible debentures described above 750,000
five-year warrants for commons stock exercisable at $0.50 per share were issued.
The exercisable price is "out of the money" therefore no discount has been
recorded.
SEW CAL LOGO, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 6. Interest Expense
Interest expense for the period ended February 28, 2006 and the year ended
August 31, 2005 is $29,165 and $77,923 respectively.
NOTE 7. Income Taxes
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is calculated by multiplying a 15% estimated tax rate by the
items making up the deferred tax account. For the Company only the Net Operating
Loss (NOL) was available for a tax asset.
The provision for income taxes is comprised of the net changes in deferred taxes
less the valuation account plus the current taxes payable.
At August 31, 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 8. Merger with Calvert
On February 24, 2004 the Company merged with Calvert Corporation, an inactive
Nevada Corporation. This was a recapitalization accounted for as a stock
exchange reverse acquisition with Calvert being the surviving legal entity and
Southern California becoming the surviving historical entity. Before the merger
Southern California had 100 shares of common stock issued and outstanding 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.
SEW CAL LOGO, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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.
NOTE 9. 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 rehandling 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.
SEW CAL LOGO, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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)
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.
Note 10 Subsequent Events
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. And the 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.
The transaction will be completed in three segments the first was completed
February 16, 2006 with receipt of $700,000, the second was completed on April
10, 2006 for $600,000 with the filing of the stock registration statement and
the third segment of $700,000 will be completed when the registration statement
is declared effective.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONTINUING AND FUTURE PLAN OF
OPERATIONS.
This analysis should be read in conjunction with the condensed consolidated
financial statements, the notes thereto, and the financial statements and notes
thereto included in the Company's Registration Statement on Form SB-2, as
amended, initially filed on March 20, 2004. All non-historical information
contained in this annual report is a forward-looking statement. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those reflected in the forward-looking statements.
PLAN OF OPERATION
Expansion and growth of present operations continues as our primary objective
during the first two quarters of the coming year. In addition, the Company has
recently acquired rights to PIPELINE POSSE, a recognized brand in the world of
surf and sports wear. We intend to begin manufacturing, selling and distributing
our own line of surf wear under this new logo and to promote this line of goods
in appropriate trade journals.
PRIVATE LABELING
We continue to expand our existing customer base through an aggressive sales and
marketing approach to potential customers already located in our geographic area
of Southern California. Our success in capturing this business will depend upon
our ability to obtain quick and accurate sampling based on the customer's
designs and the timely production of the required samples for the customer's
sales force.
We have captured more of our existing customers' production through the purchase
of additional silk-screening equipment to complement what we already have and
are using.. With the expansion now complete, we have the capability to provide
our customers every aspect of product development and production in
state-of-the-art and cutting edge form.
We continue to further developing a sophisticated sales effort to build up our
private label clientele. Customers in this area currently include, but are not
limited to Quiksilver, Vans, Etnies, Lost, Von Dutch, Whiteboy and Rusty.
FILM WARDROBE & ENTERTAINMENT RELATED BUSINESS
To increase our film wardrobe and related entertainment business, we intend to
add two (2) to three (3) sales and customer service representatives (in-house
and outside) to assist us in meeting our current forecasts for the next six (6)
months.
We also intend to produce more wardrobe, patches etc. for the major costume
houses (Western Costume Company, MPCC, Motion Picture Costume Co., Eastern
Costume Co.). We will also continue our existing marketing strategy of marketing
directly to the productions before they begin filming locally and send units out
of town on location. We intend to accomplish this with visits to the studios
daily, printed material, and a professionally developed e-mail campaign to the
production offices when they first set-up for a newly green lighted feature film
or television show.
As the area of entertainment wardrobe is such a specialized and limited field,
management is unaware of any other companies that do exactly what we do in this
area. Small local companies do quick embroidery jobs from time to time when
production companies are on location and need something immediately, and
occasionally a costumer will use a local shop for some patches. Because of our
longtime experience, personal relationships, skill, and success in mastering
this specialized work, significant competition has not. Thus, there is no
accurate data currently available to determine our approximate market share.
CORPORATE SALES
Corporate clients currently account for about ten percent (10%) of our business.
We intend to focus on growing this area of our business over the next two (2)
years by the addition of new in-house salespeople. Also, the addition of the new
silk screening equipment will give us the capability to accept and produce large
orders of promotional t-shirts and related items for corporate programs that we
are currently unable to produce. The new salespeople will solicit this business
to our existing client base via telephone and Internet as well as to potential
new customers through the same means as well as some print advertising via
mailing and placement in trade publications. Additional labor will be hired to
operate the new equipment as needed with second and third manufacturing shifts
added as growth requires. We intend to add a small number of in-house staff (2-3
clerical people) to service new inquiries and added accounts, as well as
ordering finished goods for embellishment and shipping. Current production
capacity is adequate to handle the added volume
DEVELOPMENT OF THE CALIFORNIA DRIVEN PRODUCT LINE
We have identified and developed an opportunity to export the California life
style to the rest of America and to the worldwide markets in general. Started as
an idea born in San Clemente, California, home of the premier surfing beaches in
the world, we have created a number of California Driven brands of products.
Under the California Driven umbrella, several lines are being developed with
specific target markets in mind. Currently, no California Driven products are
being produced or distributed and do not represent any of our current overall
revenue. The California Driven brand lines are being developed in anticipation
of expansion of Sew Cal into our own line of products to market and sell.
The first identified brand line is Pipeline Posse. Seven years ago,
world-renowned big wave surfer and Pipeline specialist BRADEN DIAS loosely
organized the very best surfers and up-and coming "groms" into the Posse. Anyone
who really knows surfing knows Braden, our most recent addition to the Sew Cal
family. Southern California may represent the mind lifestyle of the surfing
industry, but the heart and soul of the sport itself still lives and breathes in
Hawaii, where it was born. Braden Dias is Hawaiian surfing. A long sponsored pro
and championship competitor, Braden and his tight crew run the show at North
Shore's Banzai Pipeline. Known as the standard to which all waves worldwide are
compared, Pipeline is the home of "the danger men" and has claimed more lives
than any other wave in the world. Along with just a handful of other Hawaiian
surfers, Sew Cal Logo has acquired all rights and title to "Pipeline Posse" and
is working under contract with Braden Dias. We have completed initial design of
a line of surf wear under the Pipeline Posse logo and have manufactured a
limited amount of goods to begin a sales and marketing campaign.
Until such time as we acquire additional funds, we will continue to operate our
current business and will not institute use of these product lines. Our
projections for the need for an additional 1 million to 3 million dollars to
open the new market is based on the following factors: a) that we have
successfully raised such funds on terms acceptable to us, b) that we have been
successful in protecting the new brand lines through trademark or other legal
means, and c) that appropriate markets and advertising programs have been
contracted and/or put in place.
To develop this market, additional capital of approximately $3,000,000 will need
to be raised. If no additional equity capital is raised, we plan to capture more
of our existing customers' production through the purchase of additional silk
screening equipment with funds generated from the current profit stream to
fulfill existing demand in a more timely and cost-efficient manner.
Results of Operations
For the Quarter Ended February 28, 2006 and February 28, 2005
Total revenue was $481,898 for the quarter ended February 28, 2006 as compared
to $555,061 for the quarter ended February 28, 2005, a net decrease of $73,163.
The net decrease is primarily due to the loss of a significant private label
customer. The customer elected to service their products overseas. Officer and
Administrative Compensation was $22,500 for the quarter ended February 28, 2006
as compared to $83,880 for the quarter ended February 28, 2005, a net decrease
of $61,380. The net decrease is due to officers deferring compensation for this
period. Total Assets were $881,530 at February 28, 2006 as compared to $582,547
at February 28, 2005, a net increase of $298,983. The net increase was primarily
due to the addition of equipment used in our continuing operation and an
increase of inventory on hand.
Liquidity and Capital Resources
Our cash balance as of February 28, 2006 is $80,823. 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, $700,000 of which has been received;
the second traunche of $600,000 will be paid upon filing of this registration
statement and the final $700,000 will be paid when the registration statement is
declared effective will provide 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.
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
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
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: May 1, 2006 By: /s/ Richard Songer
-----------------------------------
Richard Songer
President, Director and Chie
Executive Officer
By: /s/ Judy Songer
-----------------------------------
Judy Songer
Director and Chief
Financial Officer