Cala Corp – ‘DEFR14A’ on 7/16/04

On:  Friday, 7/16/04, at 8:59pm ET   ·   As of:  7/19/04   ·   Effective:  7/19/04   ·   Accession #:  794107-4-15   ·   File #:  0-15109

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        18±    62K 


SCHEDULE 14A/DEFR INFORMATION           
Proxy Statement Pursuant to Section 14(a) of the            
Securities Exchange Act of 1934               
--------------------                

Filed by the Registrant {X}                   
Filed by a Party other than the Registrant { }              
--------------------                

Check the appropriate box:                                                      
{ } Preliminary Proxy Statement                                                 
{ } Confidential, for Use of the Commission Only (as permitted by               
Rule 14a-6(e)(2))                                                       
{X} Definitive Proxy Statement                                                  
{ } Definitive Additional Materials                                             
{ } Soliciting Material Pursuant toss.240.14a-12                                
--------------------              

CALA CORPORATION            
-------------------------------------------------             
(Name of Registrant as Specified in its Charter)            

------------------------------------------            
(Name of Person(s) Filing Proxy Statement       
if other than the Registrant)       

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

Payment of Filing Fee (Check the appropriate box):                              
-------------------------------------------------                               

{X} No fee required.                                                            
{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

     (1) Title of each class of securities to which transaction applies:
  (2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction   
    computed pursuant to Exchange Act Rule 0-11 (Set forth the
       amount on which the filing fee is calculated and state how it
was determined):                                      
(4) Proposed maximum aggregate value of transaction:          
(5) Total fee paid:                                           
--------------------          

{ } Fee paid previously with preliminary materials.                             
{ } Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.             

(1) Amount Previously Paid:                                             
(2) Form, Schedule or Registration Statement No.:                       
(3) Filing Party:                                                       
(4) Date Filed:                                                         

CALA CORPORATION  
1314 Texas Avenue, Suite 410  
Houston, Texas 77002  

July 16, 2004                                                                   

To the Shareholders of Cala Corporation:                                        

   The 2004 Annual Meeting of Shareholders of Cala Corporation will be
held in the Breeze Room at The Century Plaza Hotel, 2025 Avenue of the Stars,   
Los Angeles, California, on Saturday, July 31, 2004 at 2:00 p.m.  You are       
invited to attend the meeting, and we hope you will be able to do so.  At       
the meeting, we will have the opportunity to discuss the Company's financial    
performance during 2003, and our future plans and expectations.                 

 Whether or not you now plan to attend the Annual Meeting, you are
urged to sign, date and mail the enclosed proxy and return it in the            
enclosed envelope at your earliest convenience.  Regardless of the size of      
your holding, it is important that your shares be represented.  If you          
attend the Annual Meeting, you may withdraw your proxy and vote in person.      

Sincerely,      

Joseph Cala     
                    Chairman and Chief Executive Officer

CALA CORPORATION        
1314 Texas Avenue, Suite 410        
Houston, Texas 77002        

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS                        

 Notice is hereby given that the Annual Meeting of Shareholders of
Cala Corporation will be held in the Breeze Room at The Century Plaza Hotel,    
2025 Avenue of the Stars, Los Angeles, California at 2:00 p.m. local time,      
for the following purposes:                                                     

   1.      To elect 3 directors to serve until the next Annual Meeting
of Shareholders and until their successors are duly elected and qualified;      
   2.      To ratify the appointment of auditors for the ensuing year;
  3.      To approve an increase in the number of outstanding shares
of common stock from 50 million to 200 million.                                 
  4.      To transact such other business as properly may be brought
before the meeting or any adjournment or postponement thereof.                  

The Board of Directors has fixed the close of business on       
April 12, 2004 as the record date for the determination of shareholders         
entitled to notice of and to vote at the meeting.                               

 PLEASE PROMPTLY SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED.                                                              

                  By Order of the Board of Directors

Joseph Cala     
                    Chairman and Chief Executive Officer

July 16, 2004                                                                   

CALA CORPORATION  
1314 Texas Avenue, Suite 410
Houston, Texas 77002

UPDATED PROXY STATEMENT   

GENERAL INFORMATION                                                             

This updated Proxy Statement is furnished in connection with the
solicitation of updated proxies by the Board of Directors of Cala Corporation   
for use at the Annual Meeting of Shareholders to be held on July 31, 2004       
and at any adjournment or postponement thereof (the "Annual Meeting").          
Shareholders may submit their  updated proxies by signing, dating, and          
returning the enclosed updated proxy with the procedures set forth in the       
enclosed updated proxy.  A updated proxy may be revoked at any time prior to    
its exercise by a written revocation bearing a later date than the proxy        
and filed with the Secretary of Cala Corporation, by submission of a            
later-dated proxy or by voting in person at the Annual Meeting.                 
 Only shareholders of record at the close of business on April 12,
2004 are entitled to notice of and to vote at the Annual Meeting.  On that      
date, Cala Corporation had outstanding 50 million shares of common stock        
with $.05 par value, each of which is entitled to one vote.  Provided a         
quorum is present, the affirmative vote of a majority of the shares of Cala     
Corporation common stock represented at the Annual Meeting, in person or by     
proxy, will be necessary for the election of directors, the ratification of     
the appointment of auditors and the approval of the amendment to the Cala       
Corporation and the approval of the increase in the number of outstanding       
shares of common stock from 50 million to 200 million.  Abstentions and         
broker non-votes will be included for purposes of determining a quorum at       
the Annual Meeting.  Broker non-votes will have the same effect as a vote       
to withhold authority in the election of directors, and abstentions and         
broker non-votes will have the same effect as a vote against the                
ratification of auditors and against the approval of the increase in            
outstanding shares.                                                             
Following the original mailing of proxy soliciting material,    
officers, employees and directors of Cala Corporation may, without              
additional compensation, solicit proxies by appropriate means, including        
by mail, telephone, telecopy and personal interview.  Arrangements also         
will be made with brokerage houses and other custodians, nominees and           
fiduciaries that are record holders of Cala Corporation's common stock to       
forward proxy soliciting material to the beneficial owners of such stock,       
and Cala Corporation will reimburse such record holders for their reasonable    
expenses.  Cala Corporation has retained the firm of Corporate Stock            
Transfer to assist in the solicitation of proxies.                              
This updated Proxy statement has been amended since July 1, 2004,               
and the updated Proxy Statement and the enclosed updated Proxy is being         
mailed to shareholders along with being made available on the internet at       
www.undersearesort.com on or around July 16, 2004. Any shareholder who          
wishes to change his or her vote due to the changes enclosed herein             
may do so by returning the attached updated Proxy dated later then              
the proxy originally mailed. Any shareholder who has already voted              
and does not wish to change his or her vote after reading the                   
changes herein need not submit a new Proxy.                                     

ELECTION OF DIRECTORS                                                           

  Directors will be elected at the Annual Meeting to serve until the
next Annual Meeting of Shareholders and until their successors are duly         
elected and qualified.  There is no cumulative voting in the election of        
directors.                                                                      
Nominees.  The nominees of the Board of Directors are the three 
persons named below.  One of the nominees, Joseph Cala,  is currently a         
member of the Board of Directors.  The Board has reviewed each of its           
nominees and has determined that all directors, with the exception of           
Joseph Cala, who is the Chief Executive Officer of Cala Corporation, are        
independent under Nasdaq rules.  The Board of Directors has no reason to        
believe that any nominee will be unable to serve.  However, if any nominee      
or nominees should decline or become unable to serve for any reason, shares     
represented by the accompanying proxy will be voted for such other person       
or persons as the Board of Directors may nominate.                              
   The following sets forth the name, age, and principal occupation of
each person nominated by the Cala Corporation board, their positions with       
Cala Corporation and business experience during at least the last five          
years, and the year each first was elected or appointed a director:             

Principal occupation, information as to other positions with Cala               
Corporation,                                                                    

<CAPTION>                                                                       
                                                                [Download Table]

                                                                              
                              Director                                        
Name                    and other directorships                     Age  since

Joseph Cala             Chairman and CEO since 1999                  43  1999 

John Del Favero         Chairman, Kavanaugh & Del Favero, LLC,       44  2004*
                        member of Board of Directors of Finance               
                        And Technologies Associates, and Adjunct              
                        Professor of Marketing in the M.B.A. program          
                        of International Technological University in          
                        Silicon Valley.                                       

Robert Mosley           Certified Public Accountant - has 45         69  2004*
                        years experience with major accounting                
                        firms and as a sole practicioner.  Previously         
                        served on the Board of Directors and on               
                        the audit committee of local bank for 27              
                        years and a company listed on the NYSE                
                        for 7 years.                                          

* after vote by the shareholders                                              


PROPOSAL TO INCREASE THE NUMBER OF OUTSTANDING SHARES                           

Subject to shareholder approval,the number of outstanding shares will           
be be increased to 200 million. This increase is proposed inorder to            
retire outstanding debt and for continued expenditures in the operations        
of the company and for developement of the Undersea Resort.The proposal         
is also necessary  for ongoing discussions regarding financing options          
with investment banking firms. Following is the breakdown.                      
by category of outstanding debt that will be retired with the payment           
of shares:                                                                      

Accrued salary for Joseph Cala through 12/31/03    540,000                      
Loan payable to Joseph Cala                         16,678                      
Legal fees and litigation expenses                  74,520                      
Loans payable                                       25,000                      
Accrued salary for Joseph Cala                      75,000                      
Arcitectural Design Fees for Undersea development  100,000                      

CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES        

The Board of Directors held three meetings during 2003.  All    
directors were present for 75 percent or more of the total number of            
meetings of the Board of Directors.                                             

Audit Committee                                                                 

 The Board plans to elect Robert Mosley and John Del Favero to the
Audit Committee.  The functions of the Audit Committee are to receive           
reports with respect to loss contingencies, the public disclosure or            
financial statement notation of which may be legally required; annually         
review and examine those matters that relate to a financial and performance     
audit of our employee plans; recommend to our Board of Directors the            
selection, retention, and termination of our independent accountants;           
review the professional services, proposed fees and independence of such        
accountants; and provide for the periodic review and examination of             
management performance in selected aspects of corporate responsibility.         

Compensation Committee                                                          

 The Board plans to elect Robert Mosley and John Del Favero to the
Compensation Committee.  The functions of the Compensation Committee are to     
review annually the performance of the President and of the other principal     
officers whose compensation is subject to the review and recommendation by      
the Compensation Committee to our Board of Directors.  Additionally, the        
Compensation Committee is to review compensation of outside directors for       
service on our Board of Directors and for service on committees of our Board    
of Directors, and to review the level and extent of applicable benefits         
provided by us with respect to automobiles, travel, insurance, health and       
medical coverage, stock options and other stock plans and benefits.             

DIRECTOR COMPENSATION                                                           

    Cala Corporation's nonemployee Directors receive $500 for each Board
meeting attended and reimbursement for out-of-pocket expenses incurred in       
attending Board of Director's meetings.                                         

EXECUTIVE COMPENSATION                                                          

     The following table discloses, for the years ending December 31,2001,
2002, and 2003, certain compensation paid to Cala Corporation's Chief           
Executive Officer, whose total compensation in 2001, 2002, and 2003 exceeded    
$100,000.00.  No other executive officer of Cala Corporation earned more than   
$100,000.00 during the fiscal years ended December 31, 2001, 2002, and 2003.    

                                                                [Download Table]

                                                                              Total
Name and position  Year  Salary    Restricted Stock Awards  Compensation           

Joseph Cala        2001  $150,000  None                             $150,000       
CEO and Chairman   2002  $150,000  None                             $150,000       
of the Board       2003  $150,000  None                             $150,000       

SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS                                      

The following table lists the names and addresses of the only   
shareholders known by Cala Corporation to have owned beneficially more than     
five percent of Cala Corporation's common stock outstanding on April 12,2004,   
the number of shares they beneficially own, and the percentage of outstanding   
shares such ownership represents.  Such shareholders have sole voting and       
dispositive power over shares they beneficially own.                            

                                                                [Download Table]

                                                                  
Name and Address                Amount of               Percent of
of Beneficial Owner       Beneficial Ownership             Class  

Joseph Cala                     18,500,000                  37%   

Wayne and Judith LeBlanc         2,610,000                   5%   

CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS                  

Security Ownership of Directors and Executive Officers.  The    
following table shows the number of shares of Cala Corporation common           
stock beneficially owned as of April 12, 2004 by each director and nominee,     
by each executive officer, and, if at least one-tenth of one percent, the       
percentage of outstanding shares such ownership represents.  Except as          
indicated, directors, nominees and executive officers have sole voting          
and dispositive power over shares they beneficially own.                        

                                                                [Download Table]

                                                                
Name            Amount of Beneficial Ownership  Percent of class

Joseph Cala              18,600,000                   37%       

John Del Favero              50,000                    1%       

Robert Mosley               120,000                    2%       

EXECUTIVE CODE OF ETHICS                                                        

As members of the management team of Cala Corporation, we are   
uniquely capable and empowered to ensure that all shareholders' interest        
are appropriately balanced, protected, and preserved.  This code provides       
principles to which management is expected to adhere and advocate.  They        
embody rules regarding individual and peer responsibilities, as well as         
responsibilities to employers, the public, and our shareholders.                

All members of the management team of Cala Corporation will:                    

   1.      Act with honesty and integrity, avoiding actual or apparent
conflicts of interest in personal and professional relationships.               
2.      Provide information as appropriate to others that is    
accurate, complete, objective, relevant, timely, and understandable.            
3.      Exert their best efforts to comply with rules and       
regulations of federal, state, and local governments, and other appropriate     
private and public regulatory agencies.                                         
4.      Act in good faith, responsibly, and with due care,      
competence, and diligence, without misrepresenting material facts or            
allowing one's independent judgment to be subordinated.                         
  5.      Respect the confidentiality of information acquired in the
course of one's work except when authorized or otherwise legally obligated      
to disclose.  Confidential information acquired in the course of one's work     
will not be used for personal advantage.                                        
  6.      Share knowledge and maintain skills important and relevant
to the needs of Cala Corporation and its stockholders.                          
7.      Proactively promote ethical behavior as a responsible   
partner among peers, in the work environment, and in the community.             
  8.      Achieve responsible use of and control over all assets and
resources employed or entrusted.                                                

All members of the management team of Cala Corporation are      
accountable for adherence to this Code.  In that regard, prompt internal        
reporting of violations of the Code should be made to the Company's Chief       
Executive Officer and Chairman of the Audit Committee.                          
Adopted by management of Cala Corporation on January 1, 2003, to be approved    
by the Board of Directors.                                                      

Section 16(a) Beneficial Ownership Reporting Compliance. Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires      
Cala Corporation's directors and executive officers, and person who own more    
than 10 percent of its common stock, to file reports of ownership and changes   
in ownership on Forms 3, 4 and 5 with the SEC.  Cala Corporation believes       
that during fiscal 2003, its directors and executive officers filed all         
reports required to be filed under Section 16(a) on a timely basis.             

OPTION/SAR GRANTS IN LAST FISCAL YEAR : Cala Corporation has no stock option    
program.                                                                        

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTS                                   

   The independent public accounting firm utilized by Cala Corporation
during the fiscal year ended December 31, 2003 was George Brenner, C.P.A.       
(the "Auditors").  We presently contemplate that the Auditors will be           
retained as our principal accounting firm throughout the fiscal year ending     
December 31, 2004.  We anticipate that a representative of the Auditors will    
attend the Annual Meeting for the purpose of responding to appropriate          
questions.  At the Annual Meeting, a representative of the Auditors will be     
afforded an opportunity to make a statement of the Auditors so desire.          

PROPOSALS BY SHAREHOLDERS                                                       

 Any shareholder desiring to have a proposal included in our proxy
statement for our 2005 Annual Meeting must deliver such proposal (which must    
comply with the requirements of Rule 14a-8 promulgated under the Securities     
Exchange Act of 1934) to our principal executive officers no later than         
December 31, 2004.                                                              

OTHER MATTERS                                                                   

  Our Board of Directors is not presently aware of any matters to be
presented at the meeting other than those described above.  However, if         
other matters properly come before the meeting, it is the intention of the      
persons named in the accompanying proxy to vote said proxy on such matters      
in accordance with their judgment.                                              

ANNUAL REPORT                                                                   

   A copy of our 2003 Annual Report to Shareholders which includes our
financial statements for the fiscal year ended December 31, 2003 was mailed     
with this Notice and Proxy Statement on or about June 30, 2003 to all           
shareholders of record on April 16, 2004.  We will provide our complete         
Annual Report on Form 10-K at no charge to any requesting person.               

CALA CORPORATION

Joseph Cala     
Chairman and CEO

Houston, Texas                                                                  
July 16, 2004                                                                   

          CALA CORPORATION
        1314 Texas Avenue, Suite 410
          Houston, Texas 77002

ANNUAL MEETING DATE July 31, 2004                                               
THIS UPDATED PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS   

The undersigned shareholder of Cala Corporation (the "Company"), an             
Oklahoma Corporation, hereby constitutes and appoints Joseph Cala proxy,        
with full power of substitution, for and on behalf of the undersigned to        
vote, as designated below, according to the number of shares of the             
Company's $0.05 par value common stock held of record by the undersigned        
on April 16, 2004, and as fully as the undersigned would be entitled to vote    
if personally present, at the Annual Meeting of Shareholders to be held at      
the Breeze Room at the Century Plaza Hotel, 2025 Avenue of the Starts, Los      
Angeles, California, on July 31, 2004 at 2:00 p.m. local time, and at any       
postponements thereof. The updated Proxy is available for review on the         
website at www.undersearesort.com                                               

THIS UPDATED PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER           
DIRECTED HEREIN BY THE UNDERSIGNED.  IF PROPERLY EXECUTED AND NO DIRECTION      
IS MADE,THIS UPDATED PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF ALL        
LISTED NOMINEES TO THE BOARD OF DIRECTORS AND FOR EACH OF THE OTHER ITEMS       
SET FORTH ON THE UPDATED PROXY.                                                 

www.UnderSeaResort.com    

1.      Election of Directors:                                                  
     ______          For all nominees listed below (except for those names
marked with an "X" through them)                                                
______  Withhold authority to vote for all nominees listed below

Joseph Cala     John Del Favero      Robert Mosley              

2.      Proposal to ratify the appointment of George C. Brenner as auditors     
for the ensuing year.                                                           

______ FOR    _______   AGAINST         _______ ABSTAIN         

3.      Proposal to approve an increase in the number of outstanding shares     
of common stock from 50 million to 200 million.                                 

______ FOR    _______   AGAINST         _______ ABSTAIN         

4.      To transact such other business as properly may be brought before       
the meeting or any adjournment or postponement thereof.                         

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting     
of Shareholders, dated July 2, 2004, and the Proxy Statement furnished          
therewith.                                                                      

          Dated: ___________________

           ___________________________
                         Signature
            ____________________________
               Signature if held jointly

Please sign exactly as name appears hereon.  When shares are held by joint      
tenants, both should sign.  Executors, administrators, trustees and other       
fiduciaries, and persons signing on behalf of corporations or partnerships,     
should so indicate when signing.                                                

TO SAVE THE COMPANY ADDITIONAL VOTE SOLICITATION EXPENSE, PLEASE SIGN, DATE     
AND RETURN THIS PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE.                    

____  ANNUAL MEETING.  Please check here to indicate that you plan to attend    
the Annual Meeting of Shareholders on July 31, 2004.                            

FINANCIAL STATEMENTS  
DECEMBER 31, 2003 AND 2002  
WITH    
REPORT OF INDEPENDENT REGISTERED  
PUBLIC ACCOUNTING FIRM  
CALA CORPORATION  

CONTENTS

Report of Independent Registered Accountant                   1             

Balance Sheets                                                2             

Statements of Operations                                      3             

Statement of Stockholders' Deficit                            4             

Statements of Cash Flows                                      5             

Notes to Financial Statements                                 6thru8        

George Brenner, CPA     
A Professional Corporation      
10680 W. PICO BOULEVARD, SUITE 260    
LOS ANGELES, CALIFORNIA 90064   
310/202/6445  Fax 310/202/6494    

Board of Directors and Stockholders                                             
Cala Corporation                                                                

I have audited the accompanying balance sheet of Cala Corporation as of         
December 31, 2003 and 2002, and the related statements of operations,           
stockholders' deficit, and cash flows for the years then ended. These           
financial statements are the responsibility of the Company's management.        
My responsibility is to express an opinion on these financial statements        
based on my audits.                                                             

I conducted my audits in accordance with the standards of the Public Company    
Accounting Oversight Board (United States). Those standards require that        
I plan and perform the audit to obtain reasonable assurance about whether       
the financial statements are free of material misstatement. An audit            
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the financial statements. An audit also includes assessing       
the accounting principles used and significant estimates made by management,    
as well as evaluating the overall financial statement presentation. I           
believe that my audit provides a reasonable basis for my opinion.               

In my opinion, the financial statements referred to above present fairly,       
in all material respects,the financial position of Cala Corporation as of       
December 31, 2003 and 2002, and the results of its operations and its cash      
flows for the years then ended in conformity with accounting principles         
generally accepted in the United States of America.                             

The accompanying financial statements have been prepared assuming that          
the Company will continue as going concern. As discussed in Note 5, the         
Company has limited assets, limited working capital, an accumulated deficit     
of approximately $9,847,000 and has sustained losses which together raise       
substantial doubt about its ability to continue as a going concern.             
Management plans regarding those matters are described in Note 5. The           
financial statements do not include any adjustments that might result from      
the outcome of this uncertainty.                                                

George Brenner                                                                  
Certified Public Accountant                                                     

Los Angeles, California                                                         
June 28, 2004                                                                   

     1

      CALA CORPORATION
      BALANCE SHEETS
<CAPTION>                                                                       
                                                                [Download Table]

                                                                      
                                                        December 31,  
                                                      2003       2002 

ASSETS                                                                

Current Assets:                                                       
        Cash                                        $  457    $    456
        Brokerage Account, at market value             580       2,678
                                                       ---         ---
Total Assets                                        $1,037    $  3,134

LIABILITIES AND STOCKHOLDERS' DEFICIT                                 

Current Liabilities                                                   
        Accounts payable                          $85,020   $ 21,375  
        Loan payable                               25,000     25,000  
        Loan payable  officer                      16,678     59,085  
        Accrued salary  officer           540,000    390,000          
                                                  -------    -------  
                Total Current Liabilities         666,698    495,460  
Stockholders' Deficit                                                 
        Common stock, par value $.005                                 
           50,000,000 shares authorized                               
           46,868,637 and 44,913,637 shares                           
              issued and outstanding, 2003                            
              and 2002 respectively               234,343    224,568  
Additional paid-in capital                      8,947,298  8,906,530  
Accumulated (Deficit)                          (9,847,302)(9,623,424) 
                                                ---------  ---------  
        Total Deficit                            (665,661)  (492,326) 
                                                  =======    =======  

Total Liabilities and Stockholders' Deficit      $ 1,037     $ 3,134  


See Notes to Financial Statements   
2   

CALA CORPORATION  
STATEMENTS OF OPERATIONS

<CAPTION>                                                                       
                                                                [Download Table]

                                                                     

                                          For The Years Ended        
                                              December 31,           
                                             2003       2002         
Operating Expenses:                                                  
Salary  Officer                            150,000     150,000       
General and Administrative Expenses         78,798      45,788       
Interest Expense                             3,125       3,125       
                                            ------      ------       
                                           231,923     198,913       
                                           =======     =======       
Loss from Continuing Operations                                      
  Before Provision for Income Taxes       (231,923)   (198,913)      

Provision For Taxes                                              0  0

Loss from Continuing Operations          $(231,923)  $(198,913)      

Income from Discontinued Operations          8,045      13,486       
                                           -------     -------       

Net (Loss)                               $(223,878)  $(185,427)      

Basic and Diluted Loss Per Common Share                              

Loss from Continuing Operations          $ (0.0051)  $ (0.0039)      

Income from Discontinued Operations         0.0002      0.0003       
                                            ------      ------       

Net (Loss)                               $ (0.0049)  $ (0.0036)      

Basic and Diluted Weighted Average                                   
   Common Shares Outstanding             45,474,295  49,439,372      

     See Notes to Financial Statements
 3

          CALA CORPORATION
        STATEMENT OF STOCKHOLDERS' DEFICIT
    FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<CAPTION>                                                                       
                                                                [Download Table]

                                                                             

                                     Common                                  
                        Number of   Stock at  Additional                     
                          Shares     $0.005    Paid-In  Accumulated   Total  
                       Outstanding Par Value   Capital   Deficit     Deficit 

Balance,                                                                     
January 1, 2001        50,066,970 $ 250,335 $8,875,763 $(9,437,997)$(311,899)

Capital contributed                           5,000                   5,000  

Shares returned                                                              
to treasury            (5,153,333)  ( 25,767) 25,767                     --  

Net Loss                                                  (185,427) (185,427)
                        ---------   --------  ------       -------   ------- 

Balance,                                                                     
December 31, 2002       44,913,637   224,568  8,906,530  (9,623,424)(492,326)

Issuance of shares       8,320,000    41,600      8,943               50,543 

Shares returned                                                              
to treasury             (6,365,000)  (31,825)    31,825                   -- 

Net Loss                                                  (223,878) (223,878)
                         ---------    ------     ------    -------   ------- 

Balance,                                                                     
December 31, 2003       46,868,637 $234,343 $8,947,298 $(9,847,302)$(665,661)
                        ==========  =======  =========   =========   ======= 

             See Notes to Financial Statements
           4

          CALA CORPORATION
          STATEMENTS OF CASH FLOWS

<CAPTION>                                                                       
                                                                [Download Table]

                                                                             

                                                       For the Years Ended   
                                                           December 31       
                                                         2003      2002      

Cash flows from operating activities                                         
        Loss                                          $(223,878) $(185,427)  
        Plus: income from discontinued operations         8,045     13,486   
        Loss from continuing operations                (231,923)   (198,913) 

Adjustments to reconcile net loss to net cash                                
        Brokerage account                                2,098      (2,678)  
        Accounts payable                                63,645        (875)  
        Loan payable                                        --       25,000  
        Loan payable  officer                          (42,407)       9,085  
        Accrued salary  officer                150,000      150,000          
                                                       -------      -------  

Cash required by operations                            (58,587)     (18,381) 
                                                        ------       ------  

Cash flows from investing activities                        --           --  
                                                        ------       ------- 

Cash flows from financing activities                        --           --  
                                                        ------       ------- 

        Shares issued                                   50,543           --  
        Capital contributed                                  -         5,000 
                                                        ------        ------ 
                                                        50,543         5,000 
                                                        ------         ----- 

Cash used in continuing operations                      (8,044)      (13,381)
Cash provided by discontinued operations                 8,045        13,486 
                                                         -----        ------ 

Cash increase (decrease)                                     1          105  

Cash at beginning of period                                456          351  
                                                           ---          ---  

Cash at end of period                                     $457         $456  
                                                           ===          ===  

Supplemental cash flow information                                           
        Income taxes paid                                  $--          $--  
                                                           ===          ===  
        Interest paid                                      $--          $--  
                                                           ===          ===  

     See Notes to Financial Statements
       5

  CALA CORPORATION
     NOTES TO FINANCIAL STATEMENTS
      DECEMBER 31, 2003 and 2002
      ORGANIZATION

Cala Corporation (formerly Magnolia Foods, Inc.) was incorporated on            
June 13,1985 under the laws of the State of Oklahoma. The Company's sole        
industry segment was the business of owning, operating, licensing and           
joint venturing restaurants.  See Note 8B regarding the Company's proposed      
business model.                                                                 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

A.Basis - The Company uses the accrual method of accounting.                    

B.Cash and cash equivalents - The Company considers all short term,highly       
liquid investments that are readily convertible within three months to          
known amounts as cash equivalents. Currently, it has no cash equivalents.       

C.Loss per share - Net loss per share is provided in accordance with            
Statement of Financial Accounting Standards No. 128 "Earnings Per Share".       
Basic loss per share reflects the amount of losses for the period available     
to each share of common stock outstanding during the reporting period,          
while giving effect to all dilutive potential common shares that were           
outstanding during the period, such as stock options and convertible            
securities. As of December 31, 2003 and 2002, the Company had no issuable       
shares qualified as dilutive.  Had there been dilutive securities they would    
be excluded from the loss per share calculation because their                   
inclusion would be antidilutive.                                                

D.Estimates - The preparation of the financial statements in conformity with    
generally accepted accounting principles requires management to make            
estimates and assumptions that affect the amounts reported in the financial     
statement and accompanying notes. Actual results could differ from those        
estimates.                                                                      

E.Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction:      

The company's accounting policy for issuing shares in a non-cash transaction    
is to issue the equivalent amount of stock equal to the fair market value       
of the assets or services received.                                             

F.Shares Returned to Treasury                                                   

In connection with the failed merger (Note 6), the Company recouped             
5,000,000 of its shares which were returned to the treasury in 2002 at no       
value.  In addition, in 2003 the Company's President purchased 5,000,000        
shares at approximately $50,000 which shares were returned to the treasury      
at no cost.                                                                     

   6

  CALA CORPORATION
   NOTES TO FINANCIAL STATEMENTS
  DECEMBER 31, 2003 AND 2002

NOTE 2 RELATED PARTY TRANSACTIONS                                               

Loans payable were advances made by an officer of the Company.  The loan is     
unsecured interest free and payable upon demand. Balance of the loan as of      
December 31, 2003 is approximately $16,000. Also, see Note 1, Item F.           

Compensation incurred but not paid to the Company's president totaled           
$540,000 and $390,000 at December 31, 2003 and 2002, respectively.              

NOTE 3 - LOAN PAYABLE - OTHER                                                   

Payable to an individual, $25,000 on demand, and unsecured with interest        
at 12.5% per annum. See Subsequent Events, Note 8A.                             

NOTE 4  INCOME TAXES                                                            

Deferred income taxes are provided for the tax effect of transactions           
reported in the financial statements in a period different from which           
they are reported for income tax purposes. Compensation for the officer's       
salary is deductible for tax purposes only when paid.                           

The Company had a substantial net operating loss carry-forward (NOL) and        
because if its losses has been unable to use it.  Carry-forward losses          
incurred prior to August 6, 1997 can be carried forward 15 years; losses        
after that date can be carried forward 20 years.  The Company was               
incorporated in 1985 consequently the NOL carry-forward period may              
be expiring.                                                                    

Because of the uncertainty of the Company's future profitability, and           
because any net operating losses applied against future profits are             
uncertain, no tax benefits are recorded in these financial statements.          

A valuation allowance for the entire deferred tax benefit on the $540,000       
accrued officer salary has been provided.                                       

7       

CALA CORPORATION    
NOTES TO FINANCIAL STATEMENTS     
DECEMBER 31, 2003 AND 2002    

NOTE 5  GOING CONCERN                                                           

The Company's financial statements are prepared using generally accepted        
accounting principles applicable to a going concern which contemplates the      
realization of assets and liquidation of liabilities in the normal course of    
business. The Company has a deficit of approximately $9,840,000 and has not     
established revenues sufficient to cover its operating costs.  This             
uncertainty raises substantial doubt about the Company's ability to             
continue as a going concern                                                     

It is the intent of the Company to earn revenues from services as set forth     
in Note 7B "Subsequent Events". Until sufficient revenues are earned,           
management intends to issue additional shares of its common stock for cash,     
services, and expenses on behalf of the Company.                                

NOTE 6  CONTINGENCIES                                                           

The Company has obtained a judgment of approximately $2,700,000 in connection   
with a failed merger.  Because of the uncertainty of collection, no amount      
of the judgment is included in the accompanying financial statements.           
However, as set forth in Note 1, Item F., the Company recouped 5,000,000        
shares of its common stock.                                                     

NOTE 7  DISCONTINUED OPERATIONS                                                 

As set forth in Note 1, the Company is no longer in the restaurant business.    
The Company has accounted for this discontinuance as discontinued operations    
in accordance with SFAS N0.144. Accordingly, the Company has reflected the      
restaurant activity as discontinued operations in the accompanying financial    
statements.  The following is a summary of activities from discontinued         
operations for the year ended December 31, 2003 and 2002.                       

                                                                [Download Table]

                                                                      

                                                 2003            2002 
Revenue                                        $11,339        $275,830
Expenses                                         3,294         262,344
Income Before Provision for Income Taxes         8,045          13,486
Provision for Income Taxes                          --              --
 Income from Discontinued Operations            $8,045         $13,486


       8

NOTE 8  SUBSEQUENT EVENTS                                                       

A.During the first quarter of 2004, the Company issued 2,500,000 shares of      
stock in payment of the Loan Payable  Other (Note 3).                           

B.The Company's new business model is to construct and operate Undersea         
Resorts.                                                                        
There can be no assurance that the company will be successful in its new        
venture.                                                                        

9   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFR14A’ Filing		Date		Other Filings
		12/31/04		PRE 14A
		7/31/04
Filed as of / Effective on:		7/19/04
Filed on:		7/16/04		DEF 14A
		7/2/04
		7/1/04
		6/28/04
		4/16/04
		4/12/04		8-K/A
		12/31/03		10KSB,  10KSB/A,  DEF 14A
		6/30/03		10QSB
		1/1/03
		12/31/02		10KSB
		12/31/01		10KSB
		8/6/97
				List all Filings