SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10QSB
[ X ] QUARTELY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
Commission file number 0115109
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CALA CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 731251800
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 N. Broadway, Suite 1890 Oklahoma City, Oklahoma 73102
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(Address of principal executive offices)
(405) 2354960
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(Registrant's telephone number, including area code)
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
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock 47,933,268
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Par Value $0.005 Shares outstanding as of
per share June 30, 2000
Transitional Small Business Disclosure Format Yes No X
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<PAGE>
Cala Corporation
Balance Sheet
June 30, 2000
ASSETS
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<TABLE>
<CAPTION>
CURRENT ASSETS
<S> <C> <C>
Cash and Cash Equivalents $ 12,924
Accounts Receivable 195,698
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Total Current Assets 208,622
PROPERTY AND EQUIPMENT, net 65,164
OTHER ASSETS
Deposits 7,550
Other Investments 1,682,545
Total Other Assets 1,690,095
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TOTAL ASSETS $ 1,963,881
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 31,270
Accrued Expenses 5,235
Taxes Payable 90,503
Note Payable 163,376
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Total Current Liabilities 290,384
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STOCKHOLDERS' EQUITY
Series A 10% cumulative preferred stock, Par value
$.01; 250,000 share authorized, issued,
and outstanding
Series AA 6% cumulative convertible preferred stock,
Par value $.01; 10,000 share authorized,
1,485 shares issued and outstanding 138,500
Common StockPar value $.005; 50,000,000 shares
authorized, 47,933,268 shares issued and
outstanding 261,435
Additional PaidIn Capital 9,298,138
Retained Earnings (deficit) (8,023,374)
Less: Treasury Stock 4,530 shares at cost (1,202)
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Total Stockholders' Equity 1,673,497
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,963,881
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</TABLE>
See Accountant's Compilation Report.
<PAGE>
<TABLE>
<CAPTION>
Cala Corporation
Statement of Operations
For the Quarters ended March 31 & June 30, 2000 and
the Six Months ended June 30, 2000
Quarter Quarter Six Months
Ended 3/31/00 Ended 6/30/00 Ended 6/30/00
--------- --------- ---------
<S> <C> <C> <C>
REVENUES $ 140,284 $ 155,877 $ 296,161
COST OF SALES 89,217 63,397 152,614
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GROSS PROFIT 51,067 92,480 143,547
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OPERATING COSTS AND EXPENSES
General, selling, and administrative 173,037 172,931 345,968
Maintenance and Operation 49,267 (2,930) 46,337
Depreciation 9,718 9,717 19,435
Amortization 24,999 16,666 41,665
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TOTAL EXPENSES 257,021 196,384 453,405
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NET (LOSS) before Extraordinary Items and Other E $(205,954) $(103,904) $(309,858)
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EXTRAORDINARY ITEMS & OTHER
Gain on Sale of Restaurant 96,229 96,229
Gain (Loss) on Abandoned Projects (27,656) 37,926 10,270
Interest Expense (107,858) 13,250 (94,608)
Forgiveness of Debt 3,000 -- 3,000
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TOTAL EXTRAORDINARY ITE (36,285) 51,176 14,891
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NET (LOSS) AFTER EXTRAORDINARY ITEMS $(242,239) $ (52,728) $(294,967)
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Loss per Share $ (0.0054) $ (0.0011) $ (0.0162)
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Fully Diluted Loss Per Share $ (0.0054) $ (0.0011) $ (0.0062)
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See Accountant's Compilation Report.
<PAGE>
Cala Corporation
Statement of Operations
For the Year Ended December 31, 1999 and the six months Ended June 30, 2000
Unaudited
June 30, 2000 December 31, 1999
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REVENUES $ 296,161 $ 978,322
COST OF SALES 152,614 365,103
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GROSS PROFIT 143,547 613,219
OPERATING COSTS AND EXPENSES
General, selling, and administrative 345,968 474,544
Maintenance & Operations 46,337 580,058
Depreciation 19,435 63,331
Amortization 41,665 27,670
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Total Expenses 453,405 1,145,603
Net Loss (before extra-ordinary items) (309,858) (532,384)
EXTRA-ORDINARY ITEMS
Gain on sale of Restaurant 96,229 --
Gain (Loss) on Abandoned Projects 3,000 --
Interest Expense (94,608) --
Forgiveness of Debt 10,270 --
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Net Loss (after extra-ordinary items) $ (294,967) $ (532,384)
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Loss per share $ (0.0062) $ (0.02)
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Fully Diluted Loss Per Share $ (0.0061) $ (0.02)
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cala Corporation
Statement of Stockholders' Equity
For the 6 Months Ended June 30, 2000
Unaudited
Series A Series AA
Preferred Preferred Common Stock Retained
---------------------------- Paid-in Earnings Treasury
Stock Stock Shares Amount Capital (Deficit) Stock
------------ ------------ ------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance, 1/1/00 $ 2,500 $ 149 $ 24,662,156 123,311 $ 7,446,903 (7,724,384) $ (1,202)
Common stock issued for
Payment of expense debt
And debt financing 23,271,112 136,312 1,704,696
Prior Period Adjustment 148,351 1,812 146,539 (4,023)
Preferred stock exchanged
2,500 for common
Net (Loss) (2,500) (10,000) (294,967)
------------ ------------ ------------ ------------ ------------ ----------- ------------
Ending Balance, 6/30/00 $ -- $ 138,500 $ 47,933,268 261,435 $ 9,298,138 (8,023,374) $ (1,202)
============ ============ ============ ============ ============ =========== ============
See accountants' report and notes to financial statements.
</TABLE>
<PAGE>
(a) Statement re: Computation of Earnings Per Share.
SIX MONTHS ENDED SIX MONTHS ENDED
June 30, 2000 June 30, 1999
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2000 1999
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Net income (loss) for computing
earnings per common share (294,967) (243,770)
Weighted average number of
common shares outstanding
during each period without
dilution 47,933,268 11,498,076
Addition from assumed exercise
of Common Stock warrants 245,000 --
Addition from concession of
Series AA 6% cumulative
Convertible Preferred 300,000 300,000
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Net income per common share 48,478,268 11,798,076
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Without Dilution $ (0.0062) $ (0.02)
Fully diluted $ (0.0061) $ (0.02)
<PAGE>
Cala Corporation
Notes To Consolidated Financial Statements
Item 1. Business:
In the opinion of the Company, the accompanying unaudited financial
statements contain adjustments (including normal, recurring accruals and
onetime, nonrecurring adjustments) necessary to present the financial position
as of June 30, 2000 and the results of operations and statements of cash flow
for the six months ending June 30, 2000. These results are not necessarily
indicative of the results to be expected for the full year.
A. Presentation of Prior Year Information:
As of December 31, 1999, the Company owned and operated the
following businesses:
Two Ground Floor Cafe Restaurants located in Oklahoma
City
For further discussion, see form 10KSB for December 31, 1999
B. Accounting Policies:
During interim periods the Company follows the
accounting policies set forth in its consolidated financial
statements included in its annual report on Form 10KSB.
Reference should be made to these financial statements for
information on such accounting policies and further financial
details.
Item 2: Management's Discussion and Analysis of Plan of Operation:
A. Operations:
Plans for the Undersea Resort and Casino previously
announced on January 19, 2000 continue to develop. Economic
Research Associates of San Francisco, California is preparing
an economic feasibility report on 13 possible worldwide sites.
That report is due to be delivered in August, 2000.
The plans and specifications for the Italian bakery
and coffee shop are being coordinated by Vincenzo Cala of
Milan, Italy were completed and delivered to a prospective
landlord in Lexington, Kentucky in late July, 2000.
<PAGE>
Prospective sites for the first bakery and coffee shop in the
U.S. are being evaluated in Oklahoma City and San Francisco.
On June 6, the Company announced its plan to
discontinue development of the Cascina Restaurant previously
reported as under development by Cala Corporation. Cascina was
acquired from Guisippe Cala and Gary Modafferi in exchange for
5.8 million shares of restricted common stock. Upon the
discontinuance of this project, those shares were surrendered
to the Company.
On May 18, 2000 the Company announced obtaining
preliminary approval to purchase Costanzo Industries, a large
construction company currently operating under the direction
of Prefetto Santoro of the Italian government in Rome.
Costanzo Industries is a leading contractor in Southern Italy.
In a related announcement, the Company became the
primary bidder on a 23story office complex located in the
heart of the financial district in Naples, Italy. The building
is in government receivership and has a reported occupancy of
99% and approximately $2 million in gross annual revenues.
On May 31 and June 1 respectively, Cala Corporation
announced signing agreements to codevelop, along with the
Italian architectural firm AGS, srl., a $150 million hotel and
a $247 million water treatment plant in Istanbul, Turkey. Mr.
Cala will work closely with the principals of AGS, srl. to act
as the coordinating developer on these fee generating
projects.
On June 6, Cala Corporation reported the purchase of
51% of the 50yearold San Giuseppe Molino Mill and bakery
located in Sicily. The mill at San Giuseppe is famous for its
"farina" formulation of flour. Mr. Cataldo Riggi was issued
500,000 shares of restricted common stock as compensation for
the transaction. Plans call for exporting of the mills' flour
to the United States for sale to bakeries and for use in the
Company's bakery and coffee shop operation.
On June 7, 2000, Cala Corporation announced its plan
to purchase a 51% interest in BTec of Italy. BTec of Italy is
the licensee of ETec, U.S.A., the maker of 28 types of
batteries. Cala Corporation's plans call for BTec's technology
to be evaluated by Dottore Allessandro Aitala for submission
as a unique process of battery manufacture that will qualify
for government funding sufficient to equip and build a plant
in San Cataldo, Sicily. As of this writing, the technology is
<PAGE>
still being evaluated. If the plant is constructed, it plans
to employ approximately 600 people and can produce up to 4.5
million battery units per year.
On June 8, the Company announced its plan for a 1.0
million share buy back of Cala Corporation's common stock.
June 29, the Company reported the voluntary return,
cancellation and buy back of the Company's common stock
totaling 9.7 million shares.
On June 19, 2000, Standard and Poors Corporate
Records publication, a 75yearold, widely respected
authoritative source of information about publicly held
companies, approved Cala Corporation for inclusion in its
publication. Corporate Records Publications serves as a
recognized securities manual in 35 states for Blue Sky/Manual
Exemption trading.
In June 2000, Mr. Cala retired $258,230 in notes
payable in exchange for 11,863,486 shares of restricted common
stock. These notes were generated as a result of the debt
retirement of notes owed to former noteholders.
As of June 30, 2000, the Company operated the Ground
Floor Cafe located in Nichols Hills Plaza in Oklahoma City,
Oklahoma.
Revenues for the six months ended June 30, 2000, were
$296,161 vs. $993,823 for the same period in 1999. The
decrease in revenue in 2000 vs. 1999 is due to the two
Crocketts BBQ Restaurants operated in 1999 being sold in
August and September 1999 and one Ground Floor Cafe
(Leadership Square OKC) sold by the Company on December 31,
1999. Cost of goods sold for the six months were $152,614 or
51.5% vs. $421,185 or 42.3% for the same period in 1999. The
increase in the cost of goods percentage from 1999 to 2000 is
due primarily to increased ingredient costs at the Ground
Floor Cafe in Nichols Hills, OK.
General and Administrative costs for the six months
ended June 30, 2000, were $345,968 vs. $635,334 for the same
period in 1999. This decrease is due primarily to the fact
that no shares were issued in the June, 2000 period as
incentives to noteholders to renew their notes. Almost all of
the notes have been retired. Notes payable on December 31,
1999 were $893,635 have been reduced to $163,376 on June 30,
2000. Of the $163,376 notes payable on 6/30/2000, Mr. Cala is
owed $51,730.
<PAGE>
B. Liquidity
The Company had a working capital deficit of $81,762
as of June 30, 2000 compared to a deficit of 1,131,742 as of
December 31, 1999. The reduction in working capital deficit is
due primarily to the company's success in converting debt into
its shares of common stock.
Part II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8K
The following exhibits are included herein:
(a) Statement re: Computation of Earnings Per Share
(27) Exhibit 27
(b) The Company did not file any reports on Form 8K
during the quarter.
<PAGE>
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
Dated: 8-11-00 By: /s/ Joseph J. Johnston
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Joseph J. Johnston,
Vice President
