SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10QSB



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


                        For the quarterly period ended
                                 March 31,2004


                         Commission file number 01-15109

                                CALA CORPORATION
              ---------------------------------------------

                               Oklahoma 73-1251800
                       ------------------------------
                          1314 Texas Ave., Suite 410
                            Houston, Texas 77002
                      ------------------------------------

                              (713) 302 8689
                          ---------------------



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 ___

Indicate the number of shares outstanding of each of
the issuer's classesof common stock, as of the latest practicable date.





<TABLE>

<S>                                     <C>
Common Stock                         44,913,637
Par Value $0.005               Shares outstanding as of
per share                            March 31,2003

</TABLE>


Transitional Small Business Disclosure Format Yes __  No _X_





                                   <PAGE>






                            CALA CORPORATION
                          FINANCIAL STATEMENTS
                            MARCH 31, 2004
                               UNAUDITED
             REVIEW REPORT OF INDEPENDENT REGISTERED
                       PUBLIC ACCOUNTING FIRM








                          CALA CORPORATION

                             CONTENTS




Report of Independent Registered Accountant			1

Balance Sheets							2

Statements of Operations					3

Statements of Cash Flows					4

Notes to Financial Statements				      5-8



                                <PAGE>




                          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 reviewed the accompanying balance sheet of Cala Corporation as of
March 31, 2004, and the related statement of operations for the three
month period ended March 31, 2004 and  2003 and the statement of cash
flows for the three months ended March 31, 2004 and 2003.  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 review.

I conducted my review in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with auditing standards
generally accepted in the United States, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to be
in conformity with accounting principles generally accepted in the United
States.

As discussed in Note 2, certain conditions raise substantial doubt that
the Company may be able to continue as a going concern. The accompanying
financial statements do not include any adjustments to the financial
statements that might be necessary should the Company be unable to continue
as a going concern.




George Brenner
Certified Public Accountant
Los Angeles, California
July 27, 2004

                                <PAGE>





                                 CALA CORPORATION
                                  BALANCE SHEET
                                  MARCH 31, 2004
                                      UNAUDITED

<CAPTION>
<TABLE>


<S>                                                         <C>
ASSETS

Current Assets:
 	Cash		                       	        $  1,434
	Brokerage Account, at market value	             580
                                                           -----
Total Assets		               			$  2,014
                                                        ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
	Common stock payable			       $     --
Accounts payable 				         85,020
	Loan payable - officer				 16,178
	Accrued salary - officer		        528,060
                                                        -------
		Total Current Liabilities	        629,258
                                                        =======

Stockholders' Deficit
	Common stock, par value $.005
	   50,000,000 shares authorized
   49,918,637 issued and outstanding			249,593
Additional paid-in capital			      8,962,048
Accumulated (Deficit)				     (9,838,885)
                                                      ---------
	Total Deficit			               (627,244)
                                                       ========

Total Liabilities and Stockholders' Deficit	        $ 2,014
                                                        =======
</TABLE>

See Notes to Financial Statements and Registered Accountant's Review Report
                               <PAGE>





                                 CALA CORPORATION
                            STATEMENTS OF OPERATIONS
                                    UNAUDITED

<CAPTION>
<TABLE>

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

						      Three Months Ended
							   March 31,
Operating Expenses:				     2004	     2003

General and Administrative Expenses	          $ 1,583	  $ 20,000
Other Income				           10,000	        --
	                                            -----           -------
Income (Loss) from Continuing Operations
   Before Provision for Income Taxes	            8,417	   (20,000)

Provision for Taxes				       --	        --
                                                    -----          -------
Net Income (Loss) from Continuing Operations 	    8,417	   (20,000)

Net (Loss) from Discontinued Operations		       --	   (82,522)
                                                    -----           ------
Net Income (Loss)			          $ 8,417	 $(102,522)
                                                   ======          =======
Basic and Diluted Income (Loss) Per
   Common Share:

Continuing Operations				 $ 0.0002	 $(0.0004)

Discontinued Operations				      --	  (0.0018)
                                                   ------          ------
(Loss) Per Share				 $(0.0002)	 $(0.0022)
                                                   ======          ======
Basic and Diluted Weighted Average
   Common Shares Outstanding		       48,313,142      44,913,637
                                               ==========      ==========
</TABLE>
See Notes to Financial Statements and Registered Accountant's Review Report
                               <PAGE>




                           CALA CORPORATION
                       STATEMENTS OF CASH FLOWS
                              UNAUDITED

<CAPTION>
<TABLE>

<S>                                                        <C>    <C>  <C>
							  Three Months Ended
										  March 31,
							   2004	       2003
Cash flows from operating activities
	Income (Loss) from continuing operations	$ 8,417	   $(20,000)

Adjustments to reconcile net (loss) to net cash
	Loan payable - officer			           (500)	--
	Accrued salary - officer		        (11,940)     20,000
                                                         ------      ------
Cash required by operations			         (4,023)         --
                                                         ------      ------
Cash flows from investing activities		            --	         --

Cash flows from financing activities:
	Shares issued				         5,000	         --
                                                         -----       ------
Cash increase (decrease)			           977	         --

Cash at beginning of period				   457	         --
                                                         -----       ------
Cash at end of period				        $1,434	    $    --
                                                         =====       ======
Supplemental cash flow Information
	Income taxes paid			       $    --	    $    --
                                                        ======       ======
	Interest paid				       $    --	    $    --
                                                        ======       ======
Non Monetary Transaction:
	Issuance of 2,500,000 shares of common
   stock for the elimination of a liability	      $ 12,500	    $    --
                                                        ======       ======

</TABLE>

See Notes to Financial Statements and Registered Accountant's Review Report


                                    <PAGE>





                                CALA CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  MARCH 31, 2004
                                    UNAUDITED

NOTE 1 - Organization - Nature of Operations

Business

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.  The Company's new business model is to
construct and operate undersea resorts.  This business has not as yet
begun.

In the opinion of the Company, the accompanying unaudited financial
statements contain the adjustments (consisting of normal recurring
accruals) necessary to present the financial position as of March 31,
2004 and the results of operations and statements of cash flows for the
three months ended March 31, 2004 and it is not necessarily indicative of
the results to be expected for the full year.


Basis of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States for interim financial information and the instructions for
Form 10-QSB and Regulation S-B.  Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.
All adjustments that, in the opinion of management, are necessary for a
fair presentation of the results of operations for the interim periods
have been made and are of a recurring nature unless otherwise disclosed
herein.  The results of operations for the quarter ended March 31, 2004,
are not necessarily indicative of the results that will be realized for a
full year.  For further information, refer to the financial statements and
notes thereto contained in the Company's Annual Report on Form 10-KSB for
the year ending December 31, 2003.

NOTE 2 - Going Concern


For the fiscal year ended December 31, 2003, the independent auditor's
report included an explanatory paragraph calling attention to a going
concern issue.  The accompanying financial statements have also been
prepared assuming that Cala Corporation will continue as a going concern.
However, the Company's ability to generate sufficient cash flows to meet
its obligations, either through future revenues and/or additional debt or
equity financing, cannot be determined at this time.  In addition, the
Company has suffered recurring losses and at March 31, 2004 has a
stockholders' deficit.  These uncertainties raise substantial doubt
about the Company's ability to continue as a going concern.  Management
plans to raise additional debt and/or equity capital and to initiate
revenues over the balance of this fiscal year.  These financial statements
do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification
of liabilities that might be necessary in the event the Company cannot
continue in existence.

See Registered Accountant's Report



NOTE 3.  Management's Discussion and Analysis of Plan of Operations:
A. Operations:
  The Company discontinued its restaurant operation at the beginning
of 2003.

NOTE 4.  Submission of Matters to a Vote of Security Holders:
There were no matters submitted to a vote of a security holders in this
quarter.

NOTE 5.  Market for Registrants Common Stock and Related Stockholder
Matters:
The Company cancelled 5,000,000 shares from Gisella Mancini and an
additional 400,000 shares were purchased from the open market.

NOTE 6. Management's Discussion and Analysis of Operations:
The company has multiple million dollar lawsuits pending against IMOIL,
Gisella Mancini and Querino Caparrelli regarding merger
frauds.


NOTE 7. Financial Statements:
The financial statements and schedules are unaudited. In order to
increase the company's cash flow and to retire company debt Mr. Cala
invested $50,000.00 of his personnel funds in to the company in
exchange for 5,000,000 shares.

NOTE 8. Directors and Executive Officers of the Registrant:
The directors and officers of Cala Corporation as of March 31, 2003
are identified below. No family relationships exist between or among
any directors or officers of Cala Corporation.
<TABLE>
<S>                  <C>       <C>              <C>
Name                 Age     Position          Since

Joseph Cala          43     CEO/Director        1999

Steven KO            53     Director            1999
</TABLE>

Joseph Cala, 43, is Chairman of the Board, and CEO of Cala Corporation.
Mr. Cala has been an International business owner most of his
professional life.

Steven KO, 53, formerly served as Executive Vice President at Bank of
America and is currently the CFO for a large trust investment company.

NOTE 9. Executive Compensation:
Joseph Cala will accrue an annual salary of US$150,000 for the year
2004.

Steven Ko will receive 50,000 restricted shares for the year 2004.



Part II  Other Information



ITEM 1.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------



The following exhibits are included herein:

(a)The Company did not file any reports on Form 8-k during the
quarter.

31 Rule 13a-14(a)/15d-14(a) Certifications.
32 Certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
By Joseph Cala, Chairman, Chief Executive Officer


Signatures
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
                                   CALA CORPORATION
Date: July 29,2004                 By:/s/Joseph Cala
                                   -----------------
                                   Joseph Cala, Chairman and CEO






Certification


I, Joseph Cala, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cala
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 quarterly 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: July 29, 2004
/s/Joseph Cala ,

Joseph Cala,
Chairman and Chief Executive Officer








Exhibit 32

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 Quarterly Report on Form 10-Q of Cala
Corporation (the "Company") for the quarter ended March 31, 2004
as filed 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: July 29, 2004
/s/ Joseph Cala

Joseph Cala
Chairman and Chief Executive Officer