U.S. SECURITIES AND EXCHANGE COMMISSION

~~U.S. SECURITIES AND EXCHANGE COMMISSIONWashington~~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~~MARCH 3031, ~~2012~~2013

¨ 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)

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. 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 ~~March~~September 2522, 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, 2012 (unaudited) and December 31, 2011 (audited)		3
	Balance Sheets as at March 31, 2013 (unaudited) and December 31, 2012 (audited)		3
	Statements of Operations For the Three and Nine Months ending September 30, 2012 and 2011		4
	Statements of Operations for the three months ending March 31, 2013 and 2012 (unaudited)		4
	Statements of Cash Flows For the Three and Nine Months Ended September 30, 2012 and 2011		5
	Statements of Cash Flows for the three months ended March 31, 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		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		16
Item 4.	Mine Safety Disclosure		16
Item 5.	Other Information		16
Item 6.	Exhibits		16
Signatures			17

CALA ~~CORPORATIONBALANCE SHEETS~~CORPORATION

~~(Unaudited)~~BALANCE SHEETS

	September 30,2012			December 31,2011
	March 31, 2013			December 31, 2012
	(Unaudited)			(Audited)
ASSETS
Total assets	$	--		$	--
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	91,~~783~~308		$	9491,~~819~~130
Note payable		62,000			62,000
Due to related party		127,862			124,522
Due to related party		120,002			107,006
Accrued officers salary		1,408,600			1,333,600
Accrued officers salary		1,258,600			1,033,600
Contingent liabilities		321,667			321,667
Taxes payable		11,599			11,599
Total current liabilities		1,865,651			1,630,691
Notes payable		62,000			62,000
Total liabilities		1,865,651			1,630,691
Contingent liabilities		321,667			321,667
Total current liabilities		2,023,036			1,944,518
Total liabilities		2,023,036			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
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,~~330~~487,~~123~~508	)		(15,~~095~~408,~~163~~990	)
Treasury stock - 56,533 shares at cost		(1,116	)		(1,116	)
Total stockholders' deficit		(12,~~865~~023,~~651~~036	)		(1,~~630~~944,~~691~~518	)
Total liabilities and stockholders’ deficit	$	--		$	--

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

CALA ~~CORPORATIONSTATEMENTS OF OPERATIONS(Unaudited)~~CORPORATION

		For Three Months EndedSeptember 30,2012			For Three Months EndedSeptember 30,2011			For Nine Months EndedSeptember 30,2012			For Nine Months EndedSeptember 30,2011
Revenue		$	-		$	-		$	-		$	-
General and administrative
expense			75,353			78,469			226,022			243,806
Depreciation and amortization			--						--			3,877
	Total operating expenses		75,353			78,469			226,022			247,683
Loss from operations			(75,353	)		(78,469	)		(226,022	)		(247,683	)
Other income (expense)
Interest expense			(3,085	)		(2,777	)		(8,938	)		(8,006	)
	Total other income (expense)		(3,085	)		(2,777			(8,938	)		(8,006	)
Net loss		$	(78,438	)	$	(81,246	)		(234,960	)		(255,689	)
Earnings per share:
Net loss per share- basic		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding- basic			320,866,147			320,866,147			320,866,147			320,866,147

STATEMENTS OF OPERATIONS

(Unaudited)

	For three Months Ended March 31, 2013			For three Months Ended March 31, 2012

Income	$	--		$	--
General and administrative expense		75,354			75,404
Total operating expenses		75,354			75,404

Loss from operations		(75,354	)		(75,404	)

Other income (expense)
Interest expense		(3,164	)		(2,914	)
Total other income (expense)		(3,164	)		(2,914	)

Net loss	$	(78,518	)	$	(78,318	)

Earnings per share:
Basic and diluted 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 ~~CORPORATIONSTATEMENTS OF CASH FLOWS(Unaudited)~~CORPORATION

			For Nine Months EndedSeptember 30,2012			For Nine Months EndedSeptember 30,2011
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(234,960	)	$	(225,689	)
	Adjustments to reconcile loss from continuing operations to net cash used in operating activities:
		Depreciation and amortization		--			3,877
	Changes in operating assets and liabilities:
		Increase (decrease) in accounts payable and accrued expenses		(3,036	)		4,578
		Accrued officers salary		225,000			225,000
		Net cash used in operating activities		(12,996	)		(22,234	)
CASH FLOW FROM FINANCING ACTIVITIES
	Proceeds from due to related party			12,996			22.234
		Net cash provided by financing activities		12,996			22,234
NET CHANGE IN CASH				--			-
CASH AT BEGINNING OF PERIOD				--			-
CASH AT END OF PERIOD			$	--		$	-
SUPPLEMENTAL INFORMATION:
	Interest paid		$	142		$	597

STATEMENTS OF CASH FLOWS

(Unaudited)

	For Three Months Ended March 31, 2013			For Three Months Ended March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(78,518	)	$	(78,318	)
Adjustments to reconcile loss from continuing
operations to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		178			1,558
Officers salary payable		75,000			75,000

Net cash used in operating activities		(3,340	)		(1,760	)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from advances - related party		3,340			1,760
Net cash provided by financing activities		3,340			1,760

NET CHANGE IN CASH		--			--

CASH AT BEGINNING OF PERIOD		--			--

CASH AT END OF PERIOD	$	--		$	--

SUPPLEMENTAL INFORMATION:
Interest paid	$	28		$	--

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

CALA ~~CORPORATIONNOTES TO FINANCIAL STATEMENTSSeptember 30, 2012(Unaudited)~~CORPORATION

~~NOTE~~NOTES 1TO -FINANCIAL ~~ORGANIZATION AND BASIS OF PRESENTATION~~STATEMENTS

March 31, 2013

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS 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~~year ~~from~~ended ~~inception through~~ December 31, ~~2011~~2012 and notes thereto and other pertinent information contained in our Form S-1 the Company has filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the ~~nine~~three month period ended ~~September~~March 3031, ~~2012~~2013 are not necessarily indicative of the results for the full fiscal year ending December 31, ~~2012~~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~~three months ~~period~~ ending ~~September~~March 3031, ~~2012~~2013, the Company accrued $~~225~~75,000 for salary payable to an officer of the Company ~~with~~resulting in a balance due ~~from the Company~~ of $1,~~258~~408,600 which has been accrued and not paid. As of December 31, ~~2011~~2012, salary payable due to officer was $1,~~033~~333,600.

During the ~~nine~~three ~~month~~months period ending ~~September~~March 3031, ~~2012~~2013, an officer advanced $123,~~996~~340 to the Company for operating expenses on behalf of the company. As of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, the outstanding balance was $~~120~~127,~~002~~862 and $~~107~~124,~~006~~522, respectively.

NOTE 4 - NOTE PAYABLE

In January 2007, the Company issued ana ~~unsecured~~ note for $60,000 bearing interest at 10% on the principal and accrued interest compounding monthly. As ~~September~~of 30March 31, ~~2012~~2013 and December 31, ~~2011~~2012, the outstanding ~~principle~~principal balance of the note was $60,000 and $60,000 and had accrued interest of $5157,~~470~~726 and $4254,~~674~~590, respectively. The note, including principal and interest, is in default and still outstanding.

Additionally, in ~~September~~June 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~~March 3031, ~~2012~~2013 and December 31, ~~2011~~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.

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~~development 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 ~~nine~~three months ~~periods~~ ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012.

~~(b)~~ General and Administrative Expenses

The Company incurred total selling, general and administrative expenses of $75,~~353~~354 for the three months ~~and $226,022 for the nine months~~ ended ~~September~~March 3031, ~~2012~~2013 as compared to $7875,~~469~~404 for the three months ~~and $243,806 for the nine months~~ ended ~~September~~March 3031, ~~2011~~2012. The ~~lower~~decrease ~~cost~~ in ~~2012~~this ~~over~~expense ~~2011~~category, while insignificant, was ~~attributed~~due primarily to lower accounting and ~~legal~~filing costs ~~incurred~~ in 2013 over 2012.

~~(c)~~Interest ~~Depreciation and amortization~~Expense

~~Depreciation~~The ~~and~~Company ~~amortization~~incurred ~~for~~interest ~~the~~charges ~~three~~of ~~and nine months periods ended September 30~~$3,164 ~~2012 was zero~~ and ~~zero, and zero and~~ $32,~~877~~914 ~~for~~during the ~~same~~three ~~periods~~months ~~ending~~ended ~~September~~March 3031, ~~2011,~~2013 ~~respectively~~and 2012. The ~~depreciation~~increase in interest is ~~attributable~~due to athe ~~vehicle~~interest ~~owned~~calculation byon the ~~Company~~note ~~and~~plus ~~the~~accrued ~~amortization~~interest ofincreasing the ~~Company’s~~interest ~~web~~amount ~~site~~each quarter.

~~(d)~~Net ~~Interest Expense~~Loss

The Company ~~incurred~~reported ~~interest~~a ~~charges~~net loss of $378,~~085~~518 ~~and~~for ~~$8,938 during~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 ~~and~~as compared to a net loss of $278,~~777~~318 ~~and~~for $8the same period ended March 31,~~006~~ 2012. The loss for the ~~respective~~quarter ~~periods~~ended inMarch ~~2011~~31, 2013 was primarily attributable to accrual of officer salaries.

(e) Net Loss

The Company reported a net loss of $78,438 and $234,960 for the three and nine months ended September 30, 2012 as compared to a net loss of $81,246 and $255,689 for the same periods ended September 30, 2011. The decreased loss for the periods in 2012, however minimal was primarily attributable to lower cost 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.

	·	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 $123,~~996~~340 for the ~~nine~~three months ~~period~~ended ~~ending~~March ~~September 30~~31, ~~2012~~2013 compared to net cash used of $221,~~234~~760 for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012. This decrease is due primarily to higher ~~lower~~accounts ~~activity~~payable ~~and filings~~ in ~~2012~~2013 over ~~2011~~2012.

Investing Activities

There was no investing activity ~~during~~in ~~the~~either ~~nine~~March ~~months ended September 30~~31, ~~2012~~2013 ~~and~~or ~~2011~~2012.

Financing Activities

Net cash provided by financing activities was $123,~~996~~340 for the ~~nine~~three month period ending ~~September~~March 3031, ~~2012~~2013 and $221,~~234~~760 for the same period ending ~~September~~March 3031, ~~2011~~2012. ~~Financing~~Cash ~~activities~~provided ~~for the period ending September 30, 2012~~ was ~~lower~~from ~~and attributed to smaller~~ advances from a related party ~~compared~~in toboth ~~the period ended September 30, 2011~~periods.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2012~~2013, the Company had total current assets of zero and total current liabilities of $12,~~865~~023,~~651,~~036 resulting in net working capital deficit of $12,~~865~~023,~~651~~036. During the ~~nine~~three months ended ~~September~~March 3031, 2013 and 2012, the Company incurred alosses ~~net loss~~ of $~~234~~78,~~960.~~518 ~~The~~and ~~accumulated deficit of the Company is~~ $1578,~~330~~318,~~123~~ 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, ~~2011~~2012 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.

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.

(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 4T4: 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 3231.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.

Evaluation of Disclosure Controls and Procedures

~~The~~Disclosure ~~Company maintains disclosure~~ controls and procedures (as defined in ~~Rule~~Rules 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 or submitted 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~~the ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and the Principal Financial Officer, to allow timely decisions regarding required ~~disclosure~~disclosures.

~~Because~~In ofconnection with the ~~inherent~~preparation ~~limitations~~of inthis ~~all~~report, ~~control~~our ~~systems~~management, nounder ~~evaluation~~the supervision and with participation of ~~controls~~our ~~can~~Principal ~~provide~~Executive ~~absolute~~Officer ~~assurance~~and ~~that~~Principal ~~all~~Financial ~~control~~Officer ~~issues~~(the ~~and~~“Certifying ~~instances~~Officers”) conducted an evaluation of ~~fraud,~~the ifeffectiveness ~~any,~~of ~~will~~the bedesign orand ~~have~~operation ~~been~~of ~~detected.~~our ~~These~~disclosure ~~inherent~~controls ~~limitations~~and ~~include~~procedures ~~the~~as ~~realities~~of ~~that~~March ~~judgments~~31, in2013. ~~decision-making~~Based ~~can~~on bethat ~~faulty~~evaluation, ~~and~~our ~~that~~management ~~breakdowns~~concluded ~~can~~that ~~occur~~there ~~because~~is ofa ~~simple~~material ~~error~~weakness orin ~~mistake.~~our ~~Additionally,~~disclosure controls ~~can~~and beprocedures ~~circumvented~~over byfinancial ~~the~~reporting. ~~individual~~The ~~acts~~material ofweakness ~~some~~results ~~persons,~~from bya ~~collusion~~lack of ~~two~~written orprocedures ~~more~~which ~~people,~~effectively ~~and/or~~documents bythe ~~management~~proper ~~override~~procedures and descriptions of the ~~control.~~duties ~~The~~of ~~design~~all ofpersons ~~any~~involved ~~system~~in ofthe disclosure controls ~~also~~of isthe ~~based~~Company. inThe ~~part~~Company ~~upon~~hopes ~~certain~~to ~~assumptions~~implement ~~about~~plans to document the ~~likelihood~~procedures and internal controls of ~~future~~the ~~events,~~Company. ~~and~~A ~~there~~material ~~can~~weakness beis noa ~~assurance~~deficiency, ~~that~~or ~~any~~a ~~design~~combination ~~will~~of ~~succeed~~control deficiencies, in ~~achieving~~disclosure ~~its~~control ~~stated~~over ~~goals~~financial ~~under~~reporting ~~all~~such ~~potential~~that ~~future~~there ~~conditions;~~is ~~over~~a ~~time,~~reasonable ~~controls~~possibility ~~may~~that ~~become~~a ~~inadequate~~material ~~because~~misstatement of ~~changes~~the inCompany’s ~~conditions,~~annual ~~and/~~or ~~the~~interim ~~degree~~financial ofstatements ~~compliance~~will ~~with~~not ~~the~~be ~~policies~~prevented ~~and~~or ~~procedures~~detected ~~may~~on ~~deteriorate.~~a ~~Because~~timely ofbasis. ~~the~~This ~~inherent~~does ~~limitations~~not ininclude aan ~~cost-effective~~evaluation ~~internal~~by ~~control~~the ~~system,~~Company’s ~~misstatements~~registered ~~due~~public toaccounting ~~error~~firm orregarding ~~fraud~~the ~~may~~Company’s ~~occur~~internal ~~and~~control ~~not~~over befinancial ~~detected~~reporting.

~~Within~~Changes 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,~~Internal ~~analyzing~~Control ~~and~~over ~~disclosing~~Financial ~~information~~Reporting ~~needed to satisfy the Company’s disclosure obligations under the Exchange Act.~~

~~Changes~~There have been no changes in ~~Disclosure~~our ~~Controls~~internal ~~and~~control ~~Procedures~~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.

~~There~~Our ~~were~~management nobelieves ~~significant~~that ~~changes in~~ the ~~Company’s~~Unaudited ~~disclosure~~Financial ~~controls~~Statements ~~and~~included ~~procedures~~herein present, or in ~~factors~~all ~~that~~material ~~could~~respects, ~~significantly~~the ~~affect~~Company’s ~~those~~financial ~~controls~~condition, results of operations and ~~procedures,~~cash ~~since~~flows ~~their~~for ~~most~~the ~~recent~~periods ~~evaluation~~presented.

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

On January 20, ~~2011~~2009, 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. AsOn ofOctober ~~this~~27, ~~date~~2012 the judgment ~~has~~for ~~not~~cause ~~been~~$183,766 ~~entered~~was orlodged ~~signed by the plaintiff~~ and ~~the~~entered ~~judge~~by ~~presiding in~~ the ~~case~~court somaking the ~~liability cannot yet be determined. Until entered the~~ judgment iseffective ~~not~~as inof ~~effect~~that ~~and could change~~date.

The Company and its principal stockholder has agreed to a judgment in Harris Court Texas District Court (Cause# ~~2011~~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~~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 March 31, 2013, the Company has accrued $321,667 for the 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, ~~2011~~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.~~None

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, 2012, the outstanding principle balance of the note was $60,000 and had accrued interest of $5157,~~470~~726. The note including principal and interest is in default and still outstanding.

ITEM 4: MINE SAFETY DISCLOSURE.

~~N/A~~None

ITEM 5: OTHER INFORMATION.

~~NONE~~None

ITEM 6: EXHIBITS.:

Number		Description
31	Rule 13a-14(a)/15d-14(a) - Certification of Joseph Cala.
31		Rule 13a-14(a)/15d-14(a) Certification of Joseph Cala (filed herewith).
32	Section 1350 - Certification of Joseph Cala.
32		Section 1350 Certification of Joseph Cala (filed herewith).

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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
	Cala Corporation.
Dated: March 25, 2015	By:	/s/ Joseph Cala
Dated: September 24, 2015	By:	/s/ Joseph Cala
		Joseph Cala
		Joseph Cala, President
		President
		Principal Executive Officer and Chief Financial Officer
		Principal Executive Officer andChief 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).

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

Filing Compare · CALA CORP