CALA CORP - FORM 10-Q - July 17, 2014

Attached files

file	filename
EX-32 - CERTIFICATION - CALA CORP	ccaa_ex32.htm
EX-31 - CERTIFICATION - CALA CORP	ccaa_ex31.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011

o 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: 000-15109

CALA CORPORATION

Exact Name of Company as Specified in Its Charter)

Oklahoma		73-1251800
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer or Organization Identification No.)

1314 Texas Street, Suite 400, Houston, TX 77002		(713) 302-8689
(Address of Principal Executive Offices)		(Company’s Telephone Number)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. o Yes x No.

Indicate by check mark whether the Company is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filed	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 17, 2014, the Company had 320,866,147 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes o No x.

TABLE OF CONTENTS

		Page
PART I: FINANCIAL INFORMATION

Item 1.	Financial Statements		3
	Balance Sheets as at March 31, 2011 (unaudited) and December 31, 2010 (audited)		3
	Statements of Operations for the three months ending March 31, 2011 and 2010 and from inception (January 1, 2007) through March 31, 2011 (unaudited)		4
	Statements of Cash Flows for the three months ended March 31, 2011 and 2010 and from inception (January 1, 2007) through March 31, 2011 (unaudited)		5
	Notes to Financial Statements (unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14

Item 4.	Controls and Procedures		14

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings		15

Item 1A.	Risk Factors		15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15

Item 3.	Defaults upon Senior Securities		15

Item 4.	Mine Safety Disclosure		15

Item 5.	Other Information		15

Item 6.	Exhibits		15

Signatures			16

CALA CORPORATION

BALANCE SHEETS

(Unaudited)

	March 31, 2011				December 31, 2010

ASSETS
Total current assets		$	--		$	--

Other assets
Website development			1,377			3,877
Total assets		$	1,377		$	3,877

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued expenses		$	77,496		$	72,270
Notes payable			62,000			62,000
Due to related party			87,952			83,272
Accrued officers salary			808,600			733,600
Taxes payable			11,599			11,599
Contingent liabilities			321,667			321,667
Total current liabilities			1,369,314			1,284,408

Total liabilities			1,369,314			1,284,408

Stockholders' deficit
Common stock
$0.005 par value; 400,000,000 shares authorized
Issued and outstanding: 320,866,147 and 320,866,147,
respectively			1,604,329			1,604,329
Additional paid-in capital			11,861,259			11,861,259
Accumulated deficit			(14,832,409	)		(14,745,003	)
Treasury stock - 56,533 shares at cost			(1,116	)		(1,116	)
Total stockholders' deficit			(1,367,937	)		(1,280,531	)
Total liabilities and stockholders’ deficit		$	1,377		$	3,877

The accompanying notes are an integral part of these unaudited financial statements.

CALA CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	For three Months Ended March 31, 2011			For three Months Ended March 31, 2010
Revenue	$	-		$	-
General and administrative expense		82,387			75,079
Depreciation and amortization		2,500			2,500
Total operating expenses		84,887			77,579

Loss from operations		(84,887	)		(77,579	)

Other income(expense)
Interest expense		(2,519	)		(2,377	)

Total other income (expense)		(2,519	)		(2,377	)

Net loss	$	(87,406	)	$	(79,956	)

Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average number of shares of common stock outstanding		320,866,147			320,866,147

The accompanying notes are an integral part of these unaudited financial statements.

CALA CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	For Three Months Ended March 31, 2011			For Three Months Ended March 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(87,406	)	$	(79,956	)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities:

Depreciation and amortization		2,500			2,500
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expense		5,226			(315	)
Accrued officers salary		75,000			75,000

Net cash used in operating activities		(4,680	)		(2,771	)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from due to related party		4,680			2,771
Net cash provided by financing activities		4,680			2,771

NET CHANGE IN CASH		-			-

CASH AT BEGINNING OF PERIOD		-			-

CASH AT END OF PERIOD	$	-		$	-

SUPPLEMENTAL INFORMATION:
Interest paid	$	445		$	-
Income taxes paid	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements.

CALA CORPORATION

NOTES TO FINANCIAL STATEMENTS

March 31, 2011

(Unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Organization

Cala Corporation, (formerly Magnolia Foods, Inc.), (the “Company”) 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. The Company discontinued this line of business on December 31, 2006. The Company is in the early stage of building an underwater resort and casino but to date has not begun any construction.

Financial Statements Presented

The accompanying unaudited interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations under Regulation S-X of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, (which include normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The results for the three months ended March 31, 2011 are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

In July 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

NOTE 2 - 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 aggregate accumulated deficit and accumulated deficit since inception of the Company is $14,832,409 ($11,886,789 and $2,945,620, respectively). The Company 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. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 - RELATED PARTY TRANSACTIONS

During the three months ending March 31, 2011, the Company accrued $75,000 for salary payable to an officer of the Company resulting in a balance due of $808,600 which has been accrued and not paid. As of December 31, 2010, salary payable due to officer was $733,600.

During the three months period ending March 31, 2011, an officer advanced $4,680 to the Company for operating expenses and for an outstanding balance of $87,952 and $83,272 as of December 31, 2010.

NOTE 4 - NOTE PAYABLE

In January 2007, the Company issued an unsecured note for $60,000 bearing interest at 10% on the principal and accrued interest compounding monthly. On November 1, 2010 the note holder made demand for payment by December 1, 2010. The note including principal and interest is in default and still outstanding. As of March 31, 2011 and December 31, 2010, the outstanding principle balance of the note was $60,000 and $60,000 and had accrued interest of $34,544 and 32,470, respectively.

Additionally in June 2010, the Company received $2,000 in other advances to meet the day to day expenses of the Company. Such advances are non interest bearing and due on demand. As of March 31, 2011 and December 31, 2010, the outstanding balance in advances was $2,000 and $2,000 respectively.

NOTE 5 - COMMITMENTS & CONTINGENCIES

On January 9, 2006, the Company entered into a lease at 3160 Danville Blvd. Suite A, Alamo, CA consisting of 4,500 square feet for a restaurant. The duration of the lease is 10 years with a renewable option for 5 more years. The monthly rent on the space is $ 8,500 plus taxes and common area charges. Monthly rental may be adjusted on an annual basis. On August 1, 2006, the Company assigned the lease to a non-affiliated third party but the Company remains liable for the lease until it terminates on January 8, 2016.

The following is a schedule by year of the future minimum rental payments required under operating leases that have non-cancelable lease terms in excess of one year as of March 31, 2011:

2011		76,500
2012		102,000
2013		102,000
2014		102,000
2015		102,000
2016		2,267
Total	$	486,767

On April 10, 2006, the Company entered into a lease consisting of approximately 2,450 square feet for a restaurant at 500 Bollinger Canyon Way, Roman CA. The duration of the lease is 10 years. On August 1, 2006, the Company discontinued its operations in the restaurant business. As a result, the Company assigned the lease to a non-affiliated third party on a sub lease basis. The Company is still fully obligated to the terms of this lease. However, the non affiliated party will assume all payments. Under the terms of the agreement, the sub-lessee pays the monthly lease of $5,400 per month for the duration of the lease plus an additional 60 equal monthly installments of $1,500 to the Company. The subleasee terminated payment of the $1,500 in August 2008.

The following is a schedule by year of the future minimum rental payments required under operating leases that have non-cancelable lease terms in excess of one year as of March 31, 2011:

2011		74,574
2012		76,812
2013		79,113
2014		81,492
2015		83,937
2016		21,138
Total	$	417,066

(See Note-6 Legal Matters)

On February 15, 2008, the Company signed a contract with the Odys Shipyard for building undersea vessels. Under the terms of the contract, the contract becomes effective when the Company has placed a 50% deposit on the first vessel to be built. The Company has 100 days from the date of the contract to make the initial deposit or Odys Shipyard may unilaterally cancel the contract. The Company has no financial obligations until the initial payment has been completed. No payments have been made to the shipyard under the contract and the Company has not received any notice of cancellation from the shipyard.

NOTE 6 - LEGAL MATTERS

On January 20, 2010, a complaint was filed against the Company in the Superior Court of California case # CIVWS09-0049 terminating the lease at 500 Bollinger Canyon Way, San Roman, CA due to subleasing the premises without consent of the landlord. A judgment was entered giving the landlord possession of the premises with no monetary amount awarded.

On February 18, 2009 the Company received a letter demanding payment on the deficiencies of 2 notes totaling $125,000 issued by the Company. Subsequent to this an action was originated in the District Court of Jefferson County Texas (case # A-183,766). The Plaintiff contends the Company had not paid the principal or interest on promissory notes issued in 2004. In 2005 the Company issued stock of 3,400,000 and 2,500,000 shares to the plaintiff in full payment of the outstanding notes and interest to the plaintiff. The Company and principal shareholder has agreed to a judgment of $176,667 plus attorney’s fees of $25,000. As of this date the judgment has not been entered or signed by the plaintiff and the judge presiding in the case so the liability cannot yet be determined. Until entered the judgment is not in effect and could change.

The Company and its principal stockholder has agreed to a judgment in Harris Court Texas District Court (Cause# 2010-36988 with the plaintiff of the case to pay the plaintiff $115,000 plus legal costs of $5,000. The settlement calls for a $50,000 payment on January 12, 2012 plus payments of $2,000 per month thereafter. No payments have been made to date. As of this date the judgment has not been signed by the plaintiff attorney or the judge presiding over the case so actual liability is hard to determine. Until the order is entered the judgment is not in effect and could change.

NOTE 7 - SUBSEQUENT EVENTS

On October 11, 2011 the judgment for cause 183,766 was lodged and entered by the court making the judgment effective as of that date. (See Note 6 –Legal Matters)

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations is based upon, and should be read in conjunction with, its unaudited financial statements and related notes included elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Overview

The Company is in the planning and early stage of building the first UnderSea Resort & Casino, the first Undersea Residence, and the first Residence Fractional Ownership. The development will be the residence and the fractional ownership, and the project will be financed from pre-selling individual units. The Company estimates that the resort and casino will include a 50,000 square foot world class Spa by Pevonia and a 200,000 square foot convention center. The development should generate approximately $600 million of revenue from the sale of the units while the total development cost should be approximately $460 million. The Company is in discussions with leaders in the hospitality, gambling, spa and convention industry to explore the possibility of a partnership or contractual arrangement with the Company. The undersea resort ships have the ocean available without the limitations of land. If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity's profitable operations and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such an acquisition. Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company’s shareholders due to the issuance of stock to acquire such an opportunity.

The Company also intends to take advantage of any reasonable business proposal presented which management believes will provide the Company and its stockholders with a viable business opportunity and fits within the objectives of the Company and its business development. The board of directors will make the final approval in determining whether to complete any acquisition, and unless required by applicable law, the articles of incorporation or bylaws or by contract, stockholders' approval will not be sought.

Along with the development of the Undersea Resort and Casino, the investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and will require the Company to incur costs for payment of accountants, attorneys, and others. If a decision is made not to participate in or complete the acquisition of a specific business opportunity, the costs incurred in a related investigation will not be recoverable. Further, even if an agreement is reached for the participation in a specific business opportunity by way of investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all related costs incurred.

Results of Operations

(a) Revenues.

The Company reported no revenues for the three months ended March 31, 2011 and 2010.

(b) General and Administrative Expenses.

The Company incurred total selling, general and administrative expenses of $82,387 for the three months ended March 31, 2011 as compared to $75,079 for the three months ended March 31, 2010. The increase in this expense category was due primarily to no consulting fees in 2011 compared to $22,000 in 2010.

Depreciation and amortization for the three months ended March 31, 2011 was $2,500 and $2,500 for the same period ending March 31, 2010.

(d) Interest Expense.

The Company incurred interest charges of $2,519 and $2,377 during the three months ended March 31, 2011 and 2010. The increase in interest is due to an interest accrual and adjustment on an accrued expense of the note payable and it acceleration of interest .

(e) Net Loss.

The Company reported a net loss of $87,406 for the three months ended March 31, 2011 as compared to a net loss of $77,579 for the same period ended March 31, 2010. The loss for the quarter ended March 31, 2011 was primarily attributable to accrual of officer salaries. The increase in 2011 from 2010 was due to higher accounting and legal fees in 2011 over the same period in 2010.

Factors That May Affect Operating Results.

The operating results of the Company can vary significantly depending upon a number of factors, many of which are outside its control. General factors that may affect the Company’s operating results include:

·	market acceptance of and changes in demand for products and services;

·	a small number of customers account for, and may in future periods account for, substantial portions of the Company’s revenue, and revenue could decline because of delays in customer orders or the failure to retain customers;

·	gain or loss of clients or strategic relationships;

·	announcement or introduction of new services and products by the Company or by its competitors;

·	price competition;

·	the ability to upgrade and develop systems and infrastructure to accommodate growth;

·	the ability to introduce and market products and services in accordance with market demand;

·	changes in governmental regulation; and

·	reduction in or delay of capital spending by clients due to the effects of terrorism, war and political instability.

Key Personnel.

The Company’s success is largely dependent on the personal efforts and abilities of its senior management. The loss of certain members of the Company’s senior management, including the Company’s chief executive officer, chief financial officer and chief technical officer, could have a material adverse effect on the Company’s business and prospects.

Operating Activities.

The net cash used in operating activities was $4,680 for the three months ended March 31, 2011 compared to net cash used of $2,771for the three months ended March 31, 2010. This increase is due primarily to accounts payable and accrued expenses being higher in 2011 over 2010.

Investing Activities

Net cash used in investing activities was zero for the three months period ending March 31, 2011 and zero for the same period ending March 31, 2010.

Financing Activities

Net cash provided by financing activities was $4, 680 for the three month period ending March 31, 2011 and $2,771 for the same period ending March 31, 2010. Cash provided was from advances from a related party in both periods.

Liquidity and Capital Resources

As of March 31, 2011, the Company had total current assets of zero and total current liabilities of $1,369,314 resulting in net working capital deficit of $1,369,314. During the three months ended March 31, 2011 and 2010, the Company incurred losses of $87,406 and $77,579, respectively. The aggregate accumulated deficit and accumulated deficit since inception of the Company is $14,832,409 ($11,886,789 and $2,945,620 respectively). These factors raise substantial doubt as to the Company’s ability to continue as a going concern. In fact, the Company’s independent accountants’ audit report included in the Form 10-K for the year ended December 31, 2010 includes a substantial doubt paragraph regarding the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon its ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately attain profitability.

Our current cash flow will not be sufficient to maintain our capital requirements for the next twelve months. Accordingly, the Company will need to continue raising capital through either debt or equity instruments. The Company believes it will need to raise additional capital to continue executing the business plan. Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of our planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

·	curtail operations significantly;

·	sell significant assets;

·	seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to products, technologies or markets; or

·	explore other strategic alternatives including a merger or sale of the Company.

To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders.

Off Balance Sheet Arrangements.

The Company does not engage in any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Inflation.

The impact of inflation on our costs and the ability to pass on cost increases to customers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations over the past quarter, and the Company does not anticipate inflationary factors will have a significant impact on future operations.

(a) Use of Estimates in the Preparation of Financial Statements.

The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

(b) Stock-Based Compensation Arrangements.

The Company may issue shares of common stock to various individuals and entities for management, legal, consulting and marketing services. These issuances will be valued at the fair market value of the services provided and the number of shares issued is determined, based upon the open market closing price of common stock as of the date of each respective transaction. These transactions will be reflected as a component of selling, general and administrative expenses in the Company’s statement of operations.

Sales are recognized when the product or service is delivered to the customer.

Forward Looking Statements.

Information in this Form 10-Q contains “forward looking statements” within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. When used in this Form 10-Q, the words “expects,” “anticipates,” “believes,” “plans,” “will” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding our adequacy of cash, expectations regarding net losses and cash flow, our need for future financing, our dependence on personnel, and our operating expenses.

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above as well as risks set forth above under “Factors That May Affect Our Results.” These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required under this Item.

ITEM 4 CONTROLS AND PROCEDURES

This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange Act"). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, our management, under the supervision and with participation of our Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2012. Based on that evaluation, our management concluded that there is a material weakness in our disclosure controls and procedures over financial reporting. The material weakness results from a lack of written procedures which effectively documents the proper procedures and descriptions of the duties of all persons involved in the disclosure controls of the Company. The Company hopes to implement plans to document the procedures and internal controls of the Company. A material weakness is a deficiency, or a combination of control deficiencies, in disclosure control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management believes that the Unaudited Financial Statements included herein present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

PART II – OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

ITEM 1A RISK FACTORS

There have been no material changes to the Company’s risk factors as previously disclosed in our most recent 10-K filing for the year ending December 31, 2009.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

In January 2007, the Company issued a note for $60,000 bearing interest at 10% on the principal and accrued interest compounding monthly. As of March 31, 2011, the outstanding principle balance of the note was $60,000 and had accrued interest of $34,544. The note including principal and interest is in default and still outstanding.

ITEM 4 MINE SAFETY DISCLOSURE

None

ITEM 5 OTHER INFORMATION

None

ITEM 6 EXHIBITS

31	Rule 13a-14(a)/15d-14(a) Certification of Joseph Cala.

32	Section 1350 Certification of Joseph Cala

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Cala Corporation

Dated: July 17, 2014	By:	/s/ Joseph Cala
		Joseph Cala, President
		Principal Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Number		Description

31		Rule 13a-14(a)/15d-14(a) Certification of Joseph Cala (filed herewith).

32		Section 1350 Certification of Joseph Cala (filed herewith).

CALA CORP - FORM 10-Q - July 17, 2014

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