UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   Form 10-KSB

     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, 2001
                         Commission file number 01-15109

                                Cala Corporation
         --------------------------------------------------------------
         (Exact name of registrant as specified in its amended charter)

                  Oklahoma                         73-1251800
                  ---------                     ----------------
        (State of other jurisdiction of        (I.R.S. Employer )
         incorporation or organization)       Identification No)

                39 New Montgomery, San Francisco,     CA 94105
                ----------------------------------    --------
            (Address of principal executive offices) (Zip Code)

                                 (415) 495-5436
               Registrant's telephone number, including area code

          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.(X)

     The aggregate market value of voting common stock held by non-affiliates
was $7,740,489 on December 31, 2001 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, 2001 was 49,850,000.

Transitional Small Business Disclosure Format (check one)    Yes     No X
<PAGE>


                                     Part I


Item 1. Business:

          In the Fourth Quarter, 2000, Cala Corporation entered negotiations to
acquire a 51% interest in Mancini, Olive Oil Company (I.M.O.I.L., srl.). This
transaction was never consummated. Cala Corporation is demanding the 10,000,000
shares used as a good faith deposit returned to the treasury.

            In the Third Quarter, 2001, Cala Corporation entered negotiations to
acquire a 51% interest in A.P.O.L. This transaction was never consummated due to
financial inconsistencies.

          As of December 31, 2000 the Company had disposed of its interests in
the San Giuseppe Molino Mill and Bakery, the Il Picciolo Golf Club and Hotel and
its interests in Pedana Costrafur. The Company closed the Ground Floor Cafe as
of December 31, 2000.

     Operations:

         Cala Corporation operates House of Shields restaurant, a historical
landmark.


     Marketing:

          Marketing activities for Cala Corporation businesses are handled on a
local basis. The Company does not now, nor does it plan to manage a nationwide
marketing or advertising program.



     Competition:

                 Many of Cala Corporation's competitors are better known, better
capitalized and have greater financial resources, more experienced organizations
with a greater number of employees than Cala Corporation. Management believes,
however, that the quality of its products in it's existing and former
businesses, the quality of management in the companies it acquires an interest
in, and the experience of it's own senior management, will enable Cala
Corporation to continue to compete in the future in the market.


     Regulation:

          Cala Corporation's businesses are subject to licensing and regulation
by various departments of alcohol licensing, health, sanitation, permitting,
zoning, fire, building, planning, traffic and revenue of the states and
municipalities in which these businesses operate. Delays in obtaining, or
denials of, necessary licenses or permits, or approvals of Company projects
could have a material impact on Cala Corporation's growth. Furthermore, any
expansion of certain of Cala Corporation's hospitality businesses through the
sale of licenses or franchises is subject to federal, state and local franchiser
disclosure laws.



Item 2. Properties:

          Cala Corporation has acquired a restaurant located in San Francisco,
California. Operation started during the first quarter of 2002.


Item 3. Legal Proceedings

            Cala Corporation has two small lawsuits pending, which will be
resolved by the First Quarter, 2002
<PAGE>


Item 4. Submission of Matters to a Vote of Security Holders:

          There were no matters submitted to a vote of security holders in 2001.



                                     PART II

Item 5. Market for Registrants Common Stock and Related Stockholder Matters:

          As of December 31, 2001, the Company's issued and outstanding common
stock was held by 466 holders of record.

          Cala Corporation, or any of its predecessor companies has never
declared a cash dividend on its common stock. It is the present policy of Cala
Corporation not to pay cash dividends on its common stock. Any payment of cash
dividends in the future will be dependent upon the prior payment of dividends on
its outstanding Preferred Stock, the amount of funds legally available thereof,
Cala Corporation's earnings, financial condition, capital requirements and other
factors, which Cala Corporation's Board deem relevant.


Item 6. Management's Discussion and Analysis of Operations:

During the year 2001, there were no Company activities. Planned acquisitions of
various entities were not consummated and were withdrawn.

During the first quarter of 2002, the Company acquired and started its
restaurant operation located in downtown San Francisco, California, a historical
landmark.




Item 7. Financial Statements:

          The financial statements and schedules are included herewith.


Item 8. Changes in, Disagreements with Accountants on Accounting and Financial
Disclosure:

None


                                    PART III


Item 9. Directors and Executive Officers of the Registrant:

          The directors and officers of Cala corporation as of 12/31/2000 are
identified below. No family relationships exist between or among any directors
or officers of Cala Corporation.


    Name               Age      Position with the Company     Continuous Since

 Giuseppe Cala         40            Chairman, CEO              October, 1999
                                       Director

 Stephen Ko            49              Director                November, 1999




          Giuseppe Cala, 40, is chairman of the Board, and CEO of Cala
Corporation. Mr. Cala has been an international business owner most of his
professional life. He began his career at an early age rising to top management
positions in some of the most prestigious and luxurious resorts in the world.
Mr. Cala, as Chairman & CEO of the Cala group has been involved in various
ventures such as: Fila Sportswear USA; Mondi Fashions, USA; L'Italiano
Restaurants and Weddings in California, Hawaii and Japan, Cala Hotels, Inc .dba
Undersea Resort; and Hydrogen Future, Inc.

          Stephen Ko, 49, formerly served as Associate Managing Director with
Private Capital Corporation responsible for providing investment banking and
financial consulting services to private clients. Prior to that, Mr. Ko served
<PAGE>


as Executive Vice President, Bank of America, FSB in Honolulu, Hawaii. In that
capacity he was responsible for all internal audit and corporate compliance with
specific responsibility for corporate development programs. Prior to joining
Bank of America, Mr. Ko was a senior supervising auditor and computer audit
specialist for KPMG, Honolulu, Hawaii and as staff auditor for Coopers, Lybrand
in Seattle, Washington.


Item 10. Executive Compensation:

          Giuseppe Cala, Cala Corporation's Chairman, President and CEO is paid
an annual salary of $150,000. Part of that compensation was paid in cash with
the balance being paid in restricted common stock.

          Stephen Ko, Interim Financial Officer has been paid 24,000 shares of
common stock for his services in 2000.



Item 11. Security Ownership of Certain Beneficial Owners and Management:

A.       Security Ownership of Certain Beneficial Owners

      Name                       Shares                 Percentage
      ----                       ------                 ----------
Giuseppe Cala                  14,052.319                 49.38%
2 First Street 325
San Jose, Ca. 95113







B.       Security Ownership of Management


                           Name of        Beneficially Owned   Numbers of Shares
  Title of Class       Beneficial Owner    as of 12/31/2000         Per Class
  --------------       ----------------    ----------------         ---------
 Cala Corporation       Giuseppe Cala         14,052.319               Common


(1)        Except as otherwise described herein, each beneficial owner has sole
           voting and investment power with respect to the shares listed.

(2)        Percent of class is based on the shares of Cala Corporation Common
           Stock outstanding as reflected on the Company's books as of
           12/31/2001 and is calculated without regard to the Cala Corporation
           common shares issuable upon exercise of outstanding warrants or any
           stock options, if any or upon conversion of the Company's convertible
           securities except that any shares a person is deemed to own by having
           the right to acquire by exercise of a warrant of option or the
           conversion of a convertible security are considered to be outstanding
           solely for the purposes of calculating such person's percentage of
           ownership.

(3)        Mr. Cala beneficially owns 14,052.319 shares of Cala Corporation
           common stock. Such amount excludes (a) 308,855 shares held by Sandra
           Olga Acevedo (b) shares held by the Alexis Cala Trust for which
           Sandra Acevedo is Trustee (c) 160,000 shares held by the Filippo Cala
           Trust for which Sandra Acevedo is Trustee.

           The following table sets forth the Cala Corporation common stock
ownership of all directors and officers as a group as of December 31, 2001:

                               Number of Shares                 Percent of
     Name                    Beneficially Owned (1)                Class
     ----                    ----------------------                -----
     Giuseppe Cala                14,052.319                       49.38%


Item 12. Certain Relationships and Related Transactions:
<PAGE>





Item 13. Exhibits and Reports:

          Audited financial statements for the company follow.



Signatures:

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

                   Cala Corporation


                   By: /s/ Giuseppe Cala
                   ---------------------
                           Giuseppe Cala, Chairman, President, CEO

 Dated May 15, 2002


          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on May 15, 2002.


                  /s/ Giuseppe Cala
                  -----------------
                     Giuseppe Cala, Chairman, CEO, Director
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS


     Independent Auditor's Report.......................................  F-1
     Balance Sheet......................................................  F-2
     Statement of Income................................................  F-3
     Statement of Cash Flow.............................................  F-4
     Statement of Stockholders Equity...................................  F-5
     Notes to Financial Statements......................................  F-6-8


<PAGE>





                          INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
CALA CORPORATION

We have audited the accompanying balance sheet of CALA CORPORATION as at
December 31, 2001 and 2000, and the related statements of operations,
stockholders' equity (deficit),and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we 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. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CALA CORPORATION as at December
31, 2001 and 2000, 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 6, the Company is
in development stage and has limited assets, limited working capital, and has
sustained losses which together raise substantial doubt about its ability to
continue as a going concern. Management plans regarding those matters are also
described in Note 6. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


Rogelio G. Castro
Certified Public Accountant

Oxnard, California
May 15, 2002

                                       F-1

<PAGE>


                                CALA CORPORATION
                                 Balance Sheets
                                                         December 31,
                                                      2001          2000
                                                  --------------------------
                             ASSETS

CURRENT ASSETS
     Cash                                         $     351       $    1,148
     Notes receivable                                     -           82,000
                                                   --------       ----------
        Total Current Assets                            351           83,148
                                                   --------       ----------
          Total Assets                            $     351       $   83,148
                                                   ========       ==========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
     Accounts payable                             $  4,250        $  165,633
     Accrued expenses                                    -             5,625
     Notes payable and contracts payable                 -           288,499
     Loans payable to officer                      290,000                 -
                                                   -------          --------
         Total current liabilities                 294,250           459,757
                                                   -------          --------

STOCKHOLDERS' DEFICIT
     Series AA 6 % cumulative convertible
     preferred stock, par value $0.01
       10,000 shares authorized,
       1,485 shares issued and outstanding               -           138,500
     Common Stock, par value $.005,
        50,000,000 shares authorized,
        49,850,000 and 48,702,292 shares
         issued and outstanding, respectively      249,250           243,512
     Additional paid-in capital                  8,928,050         8,395,173
     Retained Earnings (deficit)                (9,419,997)       (9,152,592)
         Less:  Treasury stock -  at cost          (51,202)       (    1,202)
                                                 ---------         ---------
         Total Stockholders' Deficit              (293,899)         (376,609)
                                                  --------         ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT      $     351        $   83,148
                                                  ========         =========

           See accountants' report and notes to financial statements.



                                       F-2

<PAGE>

                                CALA CORPORATION
                            Statements of Operations

                                                     For the years ended
                                                         December 31,
                                                       2001       2000
                                                   -------------------------
Sales                                             $       -       $        -

Cost of Sales                                             -                -
                                                   --------        ---------

Gross Profit                                              -                -

Operating Expenses                                  267,405         1,883,105
                                                    -------        ----------
Net loss from continuing operation                 (267,405)       (1,883,105)
                                                    -------        ----------

Discontinues operation:
   Income from operations of
      discontinued segments                               -           482,305
   Loss on disposal of discontinued
      segments                                            -         (  27,408)
                                                    -------        ----------
Net loss                                          $(267,405)      $(1,428,208)
                                                    =======        ===========

Loss per share                                     $  (.01)         $   (0.03)
                                                     ======         =========

Fully Diluted Loss Per Share                       $  (.01)         $   (0.03)
                                                     ======         ===========

Weighted average shares outstanding               49,850,000         48,702,262
                                                  ==========        ===========

           See accountants' report and notes to financial statements.

                                       F-3

<PAGE>

                                CALA CORPORATION
                            Statements of Cash Flows

                                                     For the years ended
                                                         December 31,
                                                       2001        2000
                                                   -------------------------
  CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                        $(267,405)      $(1,428,208)
  Adjustments to reconcile net loss to
      net cash used by operating activities:
      Depreciation & amortization                                      69,851
      Stocks issued for services                                       49,282
      Increase in inventory                                            16,069
      Increase in notes receivable                   82,000           (82,000)
      Decrease in other assets                                        999,752
      Increase (decrease) in accounts payable      (161,383)           83,400
      Increase (decrease) in accrued expenses         5,625          (263,017)
      Loan payable related party                    290,000
                                                    -------           -------
NET CASH USED BY OPERATING ACTIVITIES               (51,163)         (554,871)

CASH FLOWS FROM INVESTING ACTIVITIES
  Disposal of property and equipment                                   37,619
  Acquisition of long-term lease                                      706,022
                                                    -------           -------
NET CASH USED BY INVESTING ACTIVITIES                     -           743,641
                                                    -------           -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Notes and contracts payable                      (288,499)         (975,399)
  Stocks issuance                                   388,865           691,078
  Treasury stock                                    (50,000)
                                                    -------           -------
NET CASH PROVIDED BY FINANCING ACTIVITIES            50,366          (284,321)
                                                    -------           -------

INCREASE (DECREASE) IN CASH                            (797)          (95,551)

BEGINNING CASH                                        1,148            96,699
                                                    -------        ----------
ENDING CASH                                       $     351       $     1,148
                                                    =======        ==========



Supplemental cash flow information:
Cash paid during the year for interest                              $  108,883
                                                                    ===========

           See accountants' report and notes to financial statements.

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                                CALA CORPORATION
                       Statement of Stockholders' Deficit
               For the years ended December 31, 2001 and 2000

                                        Number
                           Series AA      of         Common     Additional   Retained
                           Preferred     Shares       Stock      Paid-In-    Earnings   Treasury
                             Stock    Outstanding  at Par Value   Capital    (Deficit)    Stock
Balance,
<S>                         <C>      <C>           <C>         <C>         <C>           <C>
 January 1, 2000            $   149  24,662,156    $123,311    $7,446,903  $(7,724,384)  $(1,202)
Stocks issued for cash                2,319,910      11,600       679,478
Stocks issued for services            9,891,351      49,457        49,796
Stocks issued for
   payments of debt                  11,828,845      59,144       218,996
Stocks retired
Stocks issued for debt     138,351
Net loss,
  December 31, 2000                                                         (1,428,208)
                           -------   ----------     -------     ---------    ---------   ------
Balance,
  December 31, 2000        138,500   48,702,262     243,512     8,395,173   (9,152,592)   (1,202)
Stocks retired            (138,500)                                                      (50,000)
Stocks issued for
  payments of debt                    1,147,738       5,739       532,877
Net loss,
  December 31, 2001                                                           (267,405)
                           -------   ----------     -------     ---------    ---------   -------
Balance,
  December 31, 2001                  49,850,000    $249,250    $8,928,050  $(9,419,997) $(51,202)
                           =======   ==========     =======     =========    =========    ======
</TABLE>

           See accountants' report and notes to financial statements.

                                       F-5

<PAGE>

                                CALA CORPORATION
                          Notes To Financial Statements
                           December 31, 2001 and 2000

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 has been the business of owning, operating, licensing and joint
venturing restaurants.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

C.       Loss per share - Net loss per share is provided in accordance with
         Statement of Financial Accounting Standards No. 128 "Earnings Per
         Share". Basic loss per share reflects the amount of losses for the
         period available to each share of common stock outstanding during the
         reporting period, while giving effect to all dilutive potential common
         shares that were outstanding during the period, such as stock options
         and convertible securities. As of December 31, 2000, the Company had no
         issuable shares qualified as dilutive to be included in the earnings
         per share calculations.

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.


NOTE 2 - RELATED PARTY TRANSACTIONS

Loans payable were advances made by an officer of the Company. Loan is unsecured
and payable upon demand. Interest at the rate of will start accruing on January
2002. Balance of the loan as of December 31, 2001 is $50,000.

The Company accrued $240,000 of compensation to an officer who is also
shareholder of the Company.

Common stocks were issued an officer of the Company in exchanged for services.
The stocks issued were recorded using the fair market value of the services
provided.


NOTE 3 - DISCONTINUED OPERATIONS

During the fourth quarter of fiscal 2000, the Company disposed all its
subsidiaries Summarized results of this business are shown separately as
Discontinued Operations. Combined operating results of these businesses are as
follows:

       Net Sales                $1,592,649
       Net Earnings             $  482,305
       Loss on disposal         $(  27,408)


                                       F-6
<PAGE>


NOTE 4 - NOTES PAYABLE AND LONG-TERM DEBT

Notes payable consist of the following:
                                                             2001      2000
                                                           --------  --------
          Payable to various individuals, 12% interest,
          Unsecured, due various maturity dates            $     -   $288,499
                                                           ========   =======
During the year 2001, loans were retired through issuance of company's stocks.

NOTE 5 - INCOME TAXES

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, The items creating such a timing difference are the
accelerated depreciation of property and equipment for tax purposes as compared
to the straight-line method for financial reporting purposes, and the
amortization of leasehold improvements over a prescribed thirty-nine year period
for tax purposes as compared to the lease terms for financial reporting
purposes.

The Company has a consolidated net operating loss carry-forward of approximately
$9,419,997, which will expire between the years 2001 and 2007. Because of the
uncertainty of the Company's future operations, and because possible
restrictions on the application of the net operating losses against future
profits are being researched due to ownership changes reflected in various stock
issuance, no tax benefits are recorded in these financial statements.


NOTE 6 - 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 not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. It is the intent of
the Company to earn revenues from restaurant services. Until sufficient revenues
are earned to operate profitably, management intends to issue additional shares
of its common stock for cash, services, or expenses paid on behalf of the
Company.

NOTE 7 - SUBSEQUENT EVENT

During the first quarter of 2002, the Company acquired and started its
restaurant operation in downtown San Francisco, California.

                                       F-7