UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
                                    Form 10KSB/A
          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003
                         Commission file number 01 15109

                                  Cala Corporation

                      Oklahoma                     73 1251800

                                   1314 Texas Ave.
                                Houston, Texas 77002

                                   (713) 302 8689

         Securities registered pursuant to Section 12 (g) of the Act:
                            Common Stock $.005 par value
                                  Title of Class
Indicate by check mark whether the registrant (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 Registrant was
required to file such reports),and (2) has been subject to
such filing requirements for the past 90 days. Yes X No

Disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge,in definitive
proxy or information statements incorporated by reference in part
III of this Form 10-KSB or any amendment to this form 10-KSB.
The aggregate market value of voting common stock held by
non-affiliates was $7,740,489 on December 31, 2003 based on the
average bid and asked price of such stock as reported on the
"pink sheets" of the National Daily Quotation Service.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS) The number of shares
outstanding of issuer's common stock, par value $.005,as
of December 31, 2003 was 48,568,637.
Transitional Small Business Disclosure Format (check one) Yes No X
CALA CORPORATION


FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
WITH
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
CALA CORPORATION
CONTENTS
Report of Independent Registered Accountant                   1

Balance Sheets                                                2

Statements of Operations                                      3

Statement of Stockholders' Deficit                            4

Statements of Cash Flows                                      5

Notes to Financial Statements                                 6thru8









                      George Brenner, CPA A Professional Corporation
                           10680 W. PICO BOULEVARD, SUITE 260
                             LOS ANGELES, CALIFORNIA 90064
                           310-202-6445 Fax 310-202-6494
                          Board of Directors and Stockholders
                                  Cala Corporation
I have audited the accompanying balance sheet of Cala Corporation as
of December 31,2003 and 2002, and the related statements of
operations, stockholders' deficit, and cash flows for the years
then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis
for my opinion. In my opinion, the financial statements referred
to above present fairly, in all material respects,the financial
position of Cala Corporation as of December 31, 2003 and 2002, and
the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted
in the United States of America. The accompanying financial
statements have been prepared assuming that the Company will
continue as going concern. As discussed in Note 5, the Company has
limited assets,limited working capital, an accumulated deficit of
approximately $9,847,000 and has sustained losses which together
raise substantial doubt about its ability to continue as a going
concern. Management plans regarding those matters are described in
Note 5.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


George Brenner
Certified Public Accountant
Los Angeles, California
June 28, 2004
                                                 1




                                         CALA CORPORATION
                                          BALANCE SHEET

<CAPTION>
<TABLE>

<S>                                                   <C>  <C>   <C>

                                                        December 31,
                                                      2003       2002

ASSETS

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


LIABILITIES AND STOCKHOLDERS' DEFICIT

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

Total Liabilities and Stockholders' Deficit      $ 1,037     $ 3,134
</TABLE>

                         See Notes to Financial Statements
                                    2





                                 CALA CORPORATION
                               STATEMENTS OF OPERATIONS

<CAPTION>
<TABLE>

<S>                                                 <C>  <C>    <C>

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

Provision For Taxes                                                               0                   0

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

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

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

Basic and Diluted Loss Per Common Share

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

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

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

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

</TABLE>



                             See Notes to Financial Statements
                                         3





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



<CAPITON>
<TABLE>



<S>                      <C>         <C>      <C>       <C>         <C>

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

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

Capital contributed                           5,000                   5,000

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

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

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

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

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

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

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

</TABLE>

                              See Notes to Financial Statements
                                           4




                                   CALA CORPORATION
                              STATEMENTS OF CASH FLOWS

<CAPTION>
<TABLE>

<S>                                                      <C>   <C>  <C>

                                                       For the Years Ended
                                                           December 31
                                                         2003      2002

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

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

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

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

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

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

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

Cash increase (decrease)                                     1          105

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

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

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

</TABLE>

                               See Notes to Financial Statements
                                            5



CALA CORPORATION


NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
ORGANIZATION
Cala Corporation (formerly Magnolia Foods, Inc.) was incorporated on
June 13,1985 under the laws of the State of Oklahoma. The Company's
sole industry segment was the business of owning, operating,
licensing and joint venturing restaurants. See Note 8B regarding
the Company's proposed business model.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A.Basis - The Company uses the accrual method of accounting.
B.Cash and cash equivalents - The Company considers all short term,
highly liquid investments that are readily convertible within
three months to known amounts as cash equivalents. Currently, it has
no cash equivalents.
C.Loss per share - Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128 "Earnings Per
Share". Basic loss per share reflects the amount of losses for the
period available to each share of common stock outstanding during the
reporting period, while giving effect to all dilutive potentialcommon
shares that were outstanding during the period, such as stock options
and convertible securities. As of December 31, 2003 and 2002, the
Company had no issuable shares qualified as dilutive. Had there been
dilutive securities they would be excluded from the loss per share
calculation because their inclusion would be antidilutive.
D.Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statement and accompanying notes. Actual
results could differ from those estimates.
E.Policy in Regards to Issuance of Common Stock in a Non-Cash
Transaction: The company's accounting policy for issuing shares in a
non-cash transaction is to issue the equivalent amount of stock equal
to the fair market value of the assets or services received.
F.Shares Returned to Treasury
In connection with the failed merger (Note 6), the Company recouped
5,000,000 of its shares which were returned to the treasury in 2002
at no value. In addition, in 2003 the Company's President purchased
5,000,000 shares at approximately $50,000 which shares
were returned to the treasury at no cost.
                                              6



CALA CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 2 RELATED PARTY TRANSACTIONS
Loans payable were advances made by an officer of the Company. The
loan is unsecured interest free and payable upon demand. Balance of
the loan as of December 31, 2003 is approximately $16,000. Also,
see Note 1, Item F.
Compensation incurred but not paid to the Company's president
totaled $540,000 and $390,000 at December 31, 2003 and 2002,
respectively.
NOTE 3 - LOAN PAYABLE - OTHER
Payable to an individual, $25,000 on demand, and unsecured with
interest at 12.5% per annum. See Subsequent Events, Note 8A.
NOTE 4 INCOME TAXES
Deferred income taxes are provided for the tax effect of transactions
reported in the financial statements in a period different from which
they are reported for income tax purposes. Compensation for the
officer's salary is deductible for tax purposes only when
paid.
The Company had a substantial net operating loss carry-forward
(NOL) and because if its losses has been unable to use it.
Carry-forward losses incurred prior to August 6, 1997
can be carried forward 15 years; losses after that date can be carried
forward 20 years.
The Company was incorporated in 1985 consequently the NOL carry
forward period may be expiring.
Because of the uncertainty of the Company's future profitability,
and because any net operating losses applied against future profits
are uncertain, no tax benefits are recorded in these financial
statements.
A valuation allowance for the entire deferred tax benefit on the
$540,000 accrued officer salary has been provided.
                                              7




CALA CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 5 GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has a deficit
of approximately $9,840,000 and has not established revenues
sufficient to cover its operating costs. This uncertainty raises
substantial doubt about the Company's ability to continue as a going
concern It is the intent of the Company to earn revenues from
services as set forth in Note 7B "Subsequent Events". Until
sufficient revenues are earned, management intends to issue
additional shares of its common stock for cash, services, and expenses
on behalf of the Company.
NOTE 6 CONTINGENCIES
The Company has obtained a judgment of approximately $2,700,000 in
connection with a failed merger. Because of the uncertainty of
collection, no amount of the judgment is
included in the accompanying financial statements. However, as set
forth in Note 1,
Item F., the Company recouped 5,000,000 shares of its common stock.

NOTE 7 DISCONTINUED OPERATIONS
As set forth in Note 1, the Company is no longer in the restaurant
business.
The Company has accounted for this discontinuance as discontinued
operations in accordance with SFAS N0.144. Accordingly, the Company
has reflected the restaurant activity as discontinued operations in
the accompanying financial statements. The following is a summary of
activities from discontinued operations for the year ended
December 31, 2003 and 2002.


<CAPTION>
<TABLE>


<S>                                             <C>           <C>

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

</TABLE>


                                               8




NOTE 8 SUBSEQUENT EVENTS
A.During the first quarter of 2004, the Company issued 2,500,000
shares of stock in payment of the Loan Payable Other (Note 3).
B.The Company's new business model is to construct and operate
Undersea Resorts.
There can be no assurance that the company will be successful in its
new venture.
                                           9








Certification
I, Joseph Cala, certify that:
1. I have reviewed this annual report on Form 10-KSB/A of Cala
Corporation;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

Date: January 5, 2005
/s/Joseph Cala ,

Joseph Cala,
Chairman and Chief Executive Officer







CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-KSB/A of Cala
Corporation (the "Company") filed July 15, 2004 with the Securities
and Exchange Commission on the date hereof (the "Report"), I,
Joseph Cala, Chairman and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or
78o(d); and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.

Dated: January 5, 2005
/s/ Joseph Cala

Joseph Cala
Chairman and Chief Executive Officer