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 SEPTEMBER 30, 2013

 

OR

 

¨ 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) 236-1818
(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. Yes ¨ No x.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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	¨	Accelerated filed	¨
Non-accelerated filer	¨	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 ¨ No x

 

As of September 22, 2015, the Company had 320,866,147 shares of common stock issued and outstanding.

 

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

 

 

 

TABLE OF CONTENTS

 

			Page
PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements			3
	Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012 (audited)			3
	Statements of Operations For the Three and Nine Months ending September 30, 2013 and 2012 (unaudited)			4
	Statements of Cash Flows For the Three and Nine Months Ended September 30 , 2013 and 2012 (unaudited)			5
	Notes to Financial Statements (unaudited)			6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			13
Item 4T.	Controls and Procedures			13
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			16
Item 4.	Mine Safety Disclosure			16
Item 5.	Other Information			16
Item 6.	Exhibits			16
Signatures				17

 

2

 

CALA CORPORATION

BALANCE SHEETS

(Unaudited)

 

		September 30, 2013				December 31, 2012
ASSETS
Total assets		$	-			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses		$	94,797			$	91,130
Due to related party			131,744				124,522
Accrued officers salary			1,558,600				1,333,600
Taxes payable			11,599				11,599
Notes payable			62,000				62,000
Contingent liabilities			321,667				321,667
Total current liabilities			2,180,407				1,944,518
Total liabilities			2,180,407				1,944,518
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			(15,644,879	)			(15,408,990	)
Treasury stock - 56,533 shares at cost			(1,116	)			(1,116	)
Total stockholders' deficit			(2,180,407	)			(1,944,518	)
Total liabilities and stockholders’ deficit		$	-			$	--

 

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

 

3

 

CALA CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

 

		For Three Months Ended September 30, 2013				For Three Months Ended September 30, 2012				For Nine Months Ended September 30, 2013				For Nine Months Ended September 30, 2012
Revenue		$	-			$	-			$	-			$	-
General and administrative expense			75,355				75,353				226,063				226,022
Total operating expenses			75,355				75,353				226,063				226,022
Loss from operations			(75,355	)			(75,353	)			(226,063	)			(226,022	)
Other income (expense)
Interest expense			(3,389	)			(3,085	)			(9,826	)			(8,938	)
Total other income (expense)			(3,389	)			(3,085	)			(9,826	)			(8,938	)
Net loss		$	(78,744	)		$	(78,438	)			(235,889	)			(234,960	)
Earnings per share:
Net loss per share- basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding- basic and diluted			320,866,147				320,866,147				320,866,147				320,866,147

 

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

 

4

 

CALA CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For Nine Months Ended September 30, 2013				For Nine Months Ended September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(235,889	)		$	(234,960	)
Adjustments to reconcile loss from continuing
operations to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses			3,667				(3,036	)
Accrued officers salary			225,000				225,000
Net cash used in operating activities			(7,222	)			(12,996	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from due to related party			7,222				12,996
Net cash provided by financing activities			7,222				12,966
NET CHANGE IN CASH			--				-
CASH AT BEGINNING OF PERIOD			--				-
CASH AT END OF PERIOD		$	--			$	-
SUPPLEMENTAL INFORMATION:
Interest paid		$	46			$	142

 

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

 

5

 

CALA CORPORATION

NOTES TO FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

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 accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the period from inception through December 31, 2012 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

 

The results of operations for the nine month period ended September 30, 2013 are not necessarily indicative of the results for the full fiscal year ending December 31, 2013.

 

NOTE 2 - GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

During the nine month period ending September 30, 2013, the Company accrued $225,000 for salary payable to an officer of the Company with a balance due from the Company of $1,558,600 which has been accrued and not paid. As of December 31, 2012, salary payable due to officer was $1,333,600.

 

During the nine month period ending September 30, 2013, an officer advanced $7,222 to the Company for operating expenses on behalf of the company. As of September 30, 2013 and December 31, 2012, the outstanding balance was $131,744 and $124,522 respectively.

 

6

 

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. As September 30, 2013 and December 31, 2012, the outstanding principal balance of the note was $60,000 and $60,000 and had accrued interest of $64,370 and $54,590, respectively.

 

Additionally in September 2009, 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 September 30, 2013 and December 31, 2012, the outstanding balance in advances was $2,000 and $2,000, respectively.

 

NOTE 5 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.

 

7

 

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.

 

8

 

Results of Operations

 

Revenues

 

The Company reported no revenues for the nine month periods ended September 30, 2013 and 2012.

 

General and Administrative Expenses

 

The Company incurred general and administrative expenses of $75,355 for the three months and $226,063 for the nine months ended September 30, 2013 as compared to $75,353 for the three months and $226,022 for the nine months ended September 30, 2012. The difference between the two periods was insignificant.

 

Interest Expense

 

The Company incurred interest charges of $3,389 and $9,826 during the three and nine months ended September 30, 2013 and $3,085 and $8,938 for the respective periods in 2012.

 

Net Loss

 

The Company reported a net loss of $78,744 and $235,889 for the three and nine months ended September 30, 2013 as compared to a net loss of $78,438 and $234,960 for the same periods ended September 30, 2012. The increased loss for the periods in 2013, however minimal was primarily attributable to legal and accounting and other expenses.

 

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.

 

9

 

Key Personnel

 

The Company’s success is largely dependent on the personal efforts and abilities of its senior management. The loss 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 $7,222 for the nine months period ending September 30, 2013 compared to net cash used of $12,996 for the nine months ended September 30, 2012. This decrease is due primarily to lower activity and filings in 2013 over 2012.

 

Investing Activities

 

There was no investing activity during the nine months ended September 30, 2013 and 2012.

 

Financing Activities

 

Net cash provided by financing activities was $7,222 for the nine month period ending September 30, 2013 and $12,966 for the same period ending September 30, 2012. Financing activities for the period ending September 30, 2013 was lower and attributed to smaller advances from related party compared to the period ended September 30, 2012.

 

Liquidity and Capital Resources

 

As of September 30, 2013, the Company had total current assets of zero and total current liabilities of $2,180,407, resulting in net working capital deficit of $2,180,407. During the nine months ended September 30, 2013 the Company incurred a net loss of $235,889. The accumulated deficit of the Company is $15,644,879. 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, 2012 includes a substantial doubt paragraph regarding the Company’s ability to continue as a going concern.

 

10

 

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 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.

 

11

 

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.

 

Critical Accounting Policies

 

The Securities and Exchange Commission (“SEC”) has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” (“FRR 60”); suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company’s most critical accounting policies include: (a) use of estimates in the preparation of financial statements; (b) non-cash compensation arrangements; and (c) revenue recognition. The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results the Company reports in its financial statements.

 

(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.

 

12

 

(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.

 

(c) Revenue Recognition

 

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 4T 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

 

13

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer, to allow timely decisions regarding required disclosure.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.

 

Within the 90 days prior to the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). This evaluation was done under the supervision and with the participation of the Company’s president. Based upon that evaluation, he concluded that the Company’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to satisfy the Company’s disclosure obligations under the Exchange Act.

 

Changes in Disclosure Controls and Procedures

 

There were no significant changes in the Company’s disclosure controls and procedures, or in factors that could significantly affect those controls and procedures, since their most recent evaluation.

 

14

 

PART II – OTHER INFORMATION

 

ITEM 1: LEGAL PROCEEDINGS

 

On January 20, 2012, 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# 2012-36988) 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, 2013 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.

 

As of September 30, 2013, the Company has accrued $321,667 for legal liabilities.

 

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, 2012.

 

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No shares were issued during the period that had not been reported in the previous 10-Q.

 

15

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

 

In January 2007, the Company issued an unsecured note for $60,000 bearing interest at 10% on the principal and accrued interest compounding monthly. The Company renewed the note payable agreement in March 2008 thereby issuing a note for $60,000 bearing interest at 11% on the principal and accrued interest compounding annually. As of September 30, 2013, the outstanding principle balance of the note was $60,000 and had accrued interest of $64,370. 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.

 

16

 

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: September 24, 2015	By:	/s/ Joseph Cala
		Joseph Cala, President
		Principal Executive Officer and Chief Financial Officer

 

17

  

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).

 

 

 

18

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