UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities exchange Act of
1934
For the quarterly period ended March 31, 2003
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________ to ___________.
Commission File Number: 33-23473
CORDIA CORPORATION
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 2917728
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2500 Silverstar Road, Suite 500, Orlando, Florida 32804
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(Address of Principal Executive Offices)
866-777-7777
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(Issuer's Telephone Number, Including Area Code)
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of May 10, 2003, there were 5,821,211 shares of the issuer's common stock
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
CORDIA CORPORATION
FORM 10-QSB
INDEX
Page No.
PART I. Financial Information.................................................................. 1
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets - March 31, 2003 and
December 31, 2002................................................................. 1
Condensed Consolidated Statements of Operations - Three months ended
March 31, 2003 and 2002........................................................... 2
Condensed Consolidated Statements of Cash Flows - Three months ended
March 31, 2003 and 2002.......................................................... 3
Notes to Financial Statements....................................................... 4
Item 2. Management's Discussion and Analysis or Plan of Operation.............................. 8
Item 3. Controls and Procedures................................................................ 13
PART II. Other Information ..................................................................... 14
Item 6. Exhibits and Reports on Form 8-K....................................................... 14
Signatures ....................................................................................... 15
Certifications ....................................................................................... 16
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
2003 2002
----------- -----------
ASSETS
Current Assets
Cash $ 18,757 $ 234,770
Accounts receivable, less allowance for doubtful accounts of
$56,390 (2003) and $65,000 (2002) 303,905 507,920
Investments 5,600 3,685
Prepaid expenses and other current assets 29,200 64,817
Other loans receivable - 33,649
----------- -----------
TOTAL CURRENT ASSETS 357,462 844,841
----------- -----------
Property and equipment, at cost
Office equipment 13,228 230,660
Equipment - capital leases - 58,567
Vehicles - 16,743
Furniture and fixtures - 98,376
----------- -----------
13,228 404,346
Less: Accumulated depreciation 3,882 141,140
----------- -----------
NET PROPERTY AND EQUIPMENT 9,346 263,206
----------- -----------
Other Assets
Notes Receivable 750,000 -
Security Deposits 61,850 60,904
----------- -----------
TOTAL OTHER ASSETS 811,850 60,904
----------- -----------
TOTAL ASSETS $ 1,178,658 $ 1,168,951
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Book Overdraft $ - $ 90,946
Accounts payable and accrued expenses 576,746 1,782,184
Obligation under capital lease, current portion - 25,672
Unearned income 105,861 93,237
Loans payable to affiliates - 9,744
Loans payable-other 23,491 36,103
----------- -----------
TOTAL CURRENT LIABILITIES 706,098 2,037,886
----------- -----------
Noncurrent Liabilities
Obligation under capital lease, less current portion - 7,404
----------- -----------
TOTAL NONCURRENT LIABILITIES - 7,404
----------- -----------
Stockholders' Equity (Deficit)
Preferred stock, $.001 par value; 5,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value; 20,000,000 shares authorized,
5,761,211 (2003) and 5,701,211 (2002) shares issued and outstanding 5,761 5,701
Additional paid-in capital 4,071,079 3,956,739
Common stock subscribed 44,500 60,000
Accumulated deficit (3,623,780) (4,873,779)
------------ -----------
497,560 (851,339)
Less Treasury stock, 10,000 common shares at cost (25,000) (25,000)
----------- ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 472,560 (876,339)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,178,658 $ 1,168,951
=========== ===========
Note: The balance sheet at December 31, 2002 has been derived from audited
financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting
principles in the United States.
See notes to consolidated financial statements.
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
March 31,
-----------------------------
2003 2002
----------- -----------
Revenues
Telecommunications revenue $ 612,592 -
Other 10,000 76,409
----------- -----------
622,592 76,409
----------- -----------
Operating Expenses
Resale and wholesale line charges 297,191 -
Payroll and payroll taxes 161,117 108,751
Advertising and promotion 71,164 7,857
Professional and consulting fees 112,762 172,563
Depreciation 1,248 437
Insurance 18,066 5,084
Office expense 8,578 2,166
Telephone 13,769 1,606
Rent and building maintenance 13,771 6,000
Other selling, general and administrative 94,603 8,222
----------- -----------
792,269 312,686
----------- -----------
Operating Loss (169,677) (236,277)
----------- -----------
Other Income (Expenses)
Income (loss) on investments 2,800 (31,343)
Other income 3,633 -
Interest expense (337) (727)
----------- -----------
6,096 (32,070)
----------- -----------
Loss From Continuing Operations (163,581) (268,347)
----------- -----------
Income (Loss) from Discontinued Operations
Loss from operations of discontinued segments (140,726) (339,175)
Gain on disposal 1,554,306 -
----------- -----------
1,413,580 (339,175)
----------- -----------
Net Income (Loss) $ 1,249,999 $ (607,522)
=========== ===========
Income (Loss) per Share $ 0.22 $ (0.11)
=========== ===========
Weighted Average Shares Outstanding 5,722,537 5,461,713
=========== ===========
See notes to consolidated financial statements.
2
CORDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended
March 31,
2003 2002
----------- ---------
Cash Flows From Operating Activities
Net income (loss) $ 1,249,999 $(607,522)
Adjustments to reconcile net loss to net cash
used by operations
(Gain) on disposal of subsidiaries (1,554,308) -
(Gain) loss on investments (2,800) 52,349
Consulting expense 60,400 136,509
Professional fees - 11,000
Depreciation expense 1,249 24,941
Non cash expenses of discontinued business segments 13,919 -
(Increase) decrease in assets
Accounts receivable 36,409 (110,398)
Prepaid expenses and other current assets (21,111) (36,698)
Security deposits (28,085) -
Increase (decrease) in liabilities
Book overdraft 182,236 -
Accounts payable and accrued expenses (95,388) 526,253
Unearned income 179,290 259,451
----------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 21,810 255,885
----------- ---------
Cash Flows From Investing Activities
(Increase) in loans receivable from affiliates (9,104) (157,334)
Decrease in loans receivable from affiliates 1,750 128,500
Decrease in cash of sold subsidiaries (241,055) -
Proceeds from sale of investments - 26,546
Decrease in securities sold but not purchased - (66,790)
Purchase of property and equipment (5,419) (66,336)
----------- ---------
NET CASH (USED) BY INVESTING ACTIVITIES (253,828) (135,414)
----------- ---------
Cash Flows From Financing Activities
Proceeds from issuance and subscription of common stock 38,500 35,000
Payment of capital lease obligation (9,884) (4,531)
Payment of notes payable - (993)
Proceeds from loans payable to affiliates - 9,000
Payment of loans payable to affiliates - -
Proceeds from other loans payable 25,468 10,599
Payment of loans payable other (38,079) -
----------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,005 49,075
----------- ---------
Increase (Decrease) in Cash (216,013) 169,546
Cash, Beginning 234,770 185,348
----------- ---------
Cash, Ending $ 18,757 $ 354,894
=========== =========
See notes to condensed consolidated financial statements.
3
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
Note 1: Basis of Presentation
Our unaudited condensed financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles. Therefore,
these financial statements should be read in conjunction with the financial
statements and related footnotes included in our Annual Report on Form 10-KSB
for the most recent year-end. These financial statements reflect all adjustments
that are, in the opinion of management, necessary to fairly state the results
for the interim periods reported. The results of operations for the three-month
period ended March 31, 2003 are not necessarily indicative of the results to be
expected for the full year.
The consolidated financial statements include our accounts and the accounts of
Cordia Communications Corp. for the years ended December 31, 2002 and for the
three months ended March 31, 2003 and 2002. The consolidated financial
statements also include the accounts of its discontinued business ISG Group,
Inc. ("ISG") and its subsidiaries (Universal Recoveries, Inc. and U.L.A.E.,
Inc., both wholly-owned) as of December 31, 2002, and for the three months ended
March 31, 2002 and the period January 1, 2003 through March 3, 2003 (date of
disposal). The consolidated financial statements also include the accounts of
our discontinued business segment, RiderPoint, Inc. ("RiderPoint") and
subsidiary, for the three months ended March 31, 2002. All material intercompany
balances and transactions have been eliminated.
Note 2: Investments
At March 31, 2003 and December 31, 2002, investments included common shares of
eLEC Communications Corp. ("eLEC"). All investments are classified as trading
securities and accordingly, stated at fair value, which is based on market
quotes. Adjustments to fair value of the equity securities are recorded as an
increase or decrease in investment income in the accompanying statements of
operations.
During June 2002, we sold all of our common shares of RiderPoint and its
subsidiary, RP Insurance Agency Inc. ("RP Insurance Agency"), and our entire
membership interest in Webquill Internet Services, LLC ("Webquill") for $1,000.
We recognized a gain of $322,796 in connection with such sale. The results of
operations of RiderPoint, RP Insurance Agency and Webquill are presented as
losses from operations of discontinued segments in the accompanying condensed
consolidated statements of operations.
On March 3, 2003, we sold our equity interests in ISG to West Lane Group Inc.
("West Lane Group"), a company owned by the then-current management of ISG. The
$750,000 selling price of ISG is evidenced by a promissory note bearing interest
at the rate of 6% per annum. The principal obligation of $750,000 under the note
is payable on or before March 3, 2005, and is secured by 700,000 shares of our
common stock owned by West Lane Group.
NOTE 3: Sale of Business Segments
Sale of RiderPoint, Inc. and its subsidiary:
On June 27, 2002, we sold for $1,000 in cash, (a) our common stock equity
interests in RiderPoint, and its subsidiary, RP Insurance Agency, and (b) our
entire membership interest in Webquill. RiderPoint had focused on the
development of technological systems, solutions and processes that would allow
it to become a nationwide distributor of insurance products through the internet
and traditional insurance agents. RP Insurance Agency, Inc. acted as an
insurance broker for individuals purchasing property and liability insurance for
power sports vehicles. Webquill provided internet hosting services to businesses
and individuals. We recognized a gain of $337,793 on the sale of these
interests. As a result of the sale of these business segments, our net operating
loss for Federal income tax reporting purposes decreased by approximately
$1,940,000.
4
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
Note 3: Sale of Business Segments (cont'd)
The following is a summary of the sale transaction:
RiderPoint,
and subsidiary Webquill Total
-------------- -------- -----
Assets sold $(25,189) $(2,763) $(27,952)
Liabilities sold 412,917 15,701 428,618
Cash payment received 500 500 1,000
Write-off of inter-company
receivables and payables (63,873) -0- (63,873)
-------- ------- --------
Gain on sale $324,355 $13,438 $337,793
======== ======= ========
Sale of ISG:
The following is a summary of the sale transaction of ISG (unaudited):
Assets sold $ (778,529)
Liabilities sold 1,658,917
Note received 750,000
Write-off of inter-company receivables and payables (76,082)
---------
Gain on sale, before income taxes $1,554,306
==========
Our net operating losses are expected to offset the gain on the sale of ISG.
As a result of the sale of ISG, (a) employee stock options to purchase 83,000 of
our common shares at $7.50 per share expired, and (b) our net operating loss
carry-forward for Federal income tax reporting purposes, on a pro-forma basis
giving retroactive effect to the sale of ISG as of December 31, 2002, would have
been approximately $2,220,000.
5
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
Note 3: Sale of Business Segments (cont'd)
The accompanying consolidated balance sheet at December 31, 2002 include the
following assets and liabilities of the ISG discontinued business segments:
2002
----
Current Assets
Cash $ 164,527
Accounts receivable, net 377,568
Investments 886
Prepaid expenses and other current assets 17,512
Loans receivable from affiliates 31,899
Loans receivable from parent and subsidiaries* -
----------
Total current assets 592,392
----------
Property and equipment
Office equipment 218,015
Equipment - capital leases 58,567
Vehicles 16,743
Furniture and fixtures 98,376
----------
391,701
Less: Accumulated depreciation 138,506
----------
253,195
----------
Other assets
Security deposits 27,139
----------
Total assets $ 872,726
==========
Current Liabilities
Book overdraft $ 90,946
Accounts payable and accrued expenses 1,319,207
Obligation under capital lease, current portion 25,672
Unearned income 83,333
Loans payable to affiliates 9,744
Loans payable to parent and subsidiaries* 76,082
----------
Total current liabilities 1,604,984
----------
Obligation under capital lease, less current potion 7,404
----------
Accumulated deficit (739,662)
----------
Total liabilities and accumulated deficit $ 872,726
==========
*Eliminated in consolidation.
License Agreement
On March 3, 2003, we entered into a licensing agreement with ISG whereby ISG
purchased an unlimited license to certain of our software. The license agreement
provides for ISG to pay us $100,000 on execution of the license agreement, plus
$6,000 per month (including interest) for a period of twenty-five months. We
agreed to provide software updates and maintenance as necessary, during this
twenty-five month period.
Loss from operations of discontinued business segments includes the following:
Three months ended March 31,
----------------------------
2003 2002
--------- ----------
Revenues:
Subrogation Service Revenue, net $ 631,361 $ 559,695
Claims Administration income 197,667 667,374
Other - (761)
--------- ----------
Total Revenues: $ 829,028 $1,226,308
========= ==========
Loss before income taxes $ 140,726 $ 339,175
========= ==========
The accompanying 2002 statement of operations was reclassified to show the
results of operations for the RiderPoint and ISG business segments as
discontinued.
6
CORDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
Note 4: Stockholders' Equity
During June 2002, we approved a 5-for-1 reverse split of our common stock with
no change in its par value of $.001. All references in the consolidated
financial statements and in the notes to consolidated financial statements with
respect to the number of common shares and per share amounts have been restated
to reflect the stock split.
During September 2000, we issued warrants to purchase 22,400 shares of our
common stock. The warrants had an exercise price of $12.50 per share and expired
during the period from July through September 2002. No warrants were exercised
prior to expiration.
Effective January 5, 2001, we established our 2001 Equity Incentive Plan (the
"Plan"). The total number of shares of our common stock issuable under the Plan
is 1,000,000, subject to adjustment for events such as stock dividends and stock
splits. The Plan is administered by a committee of the Board of Directors having
full and final authority and discretion to determine when and to whom awards
should be granted. The committee will also determine the terms, conditions and
restrictions applicable to each award.
Transactions under the Plan are summarized as follows giving retroactive effect
to the reverse stock split:
Stock Options Exercise Price
------------- --------------
Balance, December 31, 2002 146,000 $ 7.50 to 11.25
Granted: 615,000 $ .60
Exercised - $
Expired (83,000) $ 7.50
----------- ---------------
Balance, March 31, 2003 678,000 $ .60 to 11.25
Note 5: Commitments
We have no commitments for annual rentals under noncancelable operating leases.
7
Item 2. Management's Discussion and Analysis or Plan of Operation.
Certain statements in this Report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that might
cause such a difference include, among others, uncertainties relating to general
economic and business conditions; industry trends; changes in demand for our
products and services; uncertainties relating to customer plans and commitments
and the timing of orders received from customers; announcements or changes in
our pricing policies or that of our competitors; unanticipated delays in the
development, market acceptance or installation of our products and services;
changes in government regulations; availability of management and other key
personnel; availability, terms and deployment of capital; relationships with
third-party equipment suppliers; and worldwide political stability and economic
growth. The words "believe", "expect", "anticipate", "intend" and "plan" and
similar expressions identify forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date the statement was made.
Overview
Cordia Corporation is a business services holding company that provides
Internet-enabled software systems, outsourcing solutions and services to
businesses and organizations. We have historically focused substantially all of
our efforts and resources on providing outsourced solutions for the insurance
industry. However, during 2001, we began developing proprietary software systems
and related outsourced solutions for the telecommunications industry. In
addition, during the second quarter of 2002, we began providing
telecommunications services through our wholly-owned subsidiary, Cordia
Communications Corp.
We believe the growing use by businesses and other organizations of strategic
outsourcing to expert organizations and the rapid global development and
acceptance of Internet-based applications and technology have created
opportunities for us to address the business services needs of certain
industries. Due to the specialized expertise often developed by business
services companies and the significant economies of scale that can be achieved
by providing specialized services for a number of customers, we believe
companies that provide outsourced services are often able to deliver such
services at lower costs and with higher quality than their customers can produce
internally. In addition, we believe the rapid growth and acceptance of the
Internet as a global medium for communication, information and commerce has
created a tremendous opportunity to perform business functions more efficiently
and effectively through the utilization of standardized Internet technologies,
databases and applications.
Our strategy is to accelerate our growth and increase our profitability through
the acquisition and internal development of businesses that provide either
industry-specific expert services or specialized business functions. We plan to
utilize internally developed proprietary software systems that take advantage of
standardized Internet technologies to enhance both the quality and efficiency of
our services. We believe that properly designed and developed systems and
applications can allow us to leverage the expertise of our employees and to
deliver a superior service to our customers, which should give us a competitive
advantage over expert organizations that seek to provide their services through
traditional means.
Cordia Communications Corp.
During 2001, we began to focus some of our resources on the development of
telecommunications services. In July 2001, we formed Cordia Communications Corp.
and began the development of an integrated software system designed to support
providers of telecommunications services. We refer to these software systems as
"Telecom Workspaces" or "Workspaces". During 2002, we began to design a suite of
services that utilize Workspaces to provide outsourced solutions to
telecommunications providers. In addition, during 2002, Cordia Communication
Corp. became a licensed provider of local and long distance telephone services
in multiple states.
8
We believe recent wholesale price reductions for telephone services have created
significant opportunities to develop a profitable Competitive Local Exchange
Carrier (CLEC) business utilizing a network platform commonly referred to as
unbundled network elements-platform, or UNE-P. With UNE-P, we are able to lease
all of the network elements required to provide local telecommunications
services from the Incumbent Local Exchange Carrier (ILEC) on a month-to-month
basis. UNE-P allows us to avoid the large capital expenditures required to build
an independent network, closely match our network capacity to utilization and
earn significant gross margins.
In order to provide our telecommunications services, we have entered into
interconnection agreements with facilities-based local (ILECs) and long distance
providers. We utilize our Workspaces system as a middleware layer that connects
our employees, agents, wholesale and retail customers through Web interfaces to
the provisioning, repair, billing and enhanced services functions of our
underlying carriers. Through the constant development and improvement of our
Workspaces system, we continually focus on the most efficient and effective
underlying processes in the performance of each core function of the services we
provide and adapt our systems to those processes. We believe this development
strategy is far more favorable than the alternative methodology, in which the
limitations of the software system lead to an adaptation of the process that is
less than optimal in order to work within the confines of the software system.
We have identified the following three strategies that we intend to utilize,
through our Workspaces system in order to profit from these developments in the
domestic telecommunications market.
Retail Telecommunication Services. As of April 10, 2003, Cordia Communications
Corp. was approved to provide local and long distance telecommunications
services in Florida, New York, New Jersey, Illinois and Pennsylvania. Of these
states, Cordia Communications Corp. has been actively marketing retail services
to end users primarily in New York and New Jersey. We expect to expand our
retail service offerings into Illinois and Pennsylvania during the remainder of
2003. We have focused on these states because management believes they offer the
most attractive opportunities due to the relative size of their
telecommunications markets and relatively low wholesale prices as compared to
anticipated average retail revenue, which management believes will provide
significant retail gross margins.
Wholesale Telecommunications Services. During November 2002, Cordia
Communications Corp. began to offer wholesale telecommunications services to
other telecommunications providers. Taking advantage of our Workspaces software
system, Cordia Communications Corp. is able to provide wholesale customers with
internet access to our systems and data. We believe our systems and our focus on
process engineering have created outsourced solutions and services that will
greatly facilitate the entry of our wholesale customers into the CLEC business.
We believe our wholesale customers will be able to provide telecommunications
services with less investment and greater efficiency and expertise then may be
possible for most CLECs who lack our systems capabilities and the knowledge of
our employees.
Outsourced Telecommunications Systems and Solutions. During the first quarter of
2003, we began to market a suite of outsourced services to telecommunications
providers. These outsourced services are designed around our Workspaces systems.
The services we offer include Billing, New Order Provisioning, Repair, Level I
Customer Service, Secondary Provisioning, Collections and Regulatory services.
Customers for these services are required to subscribe to Workspaces systems,
usually hosted within our facilities. Once a customer is using Workspaces, we
are able to provide all or some of these specialized functions on an outsourced
basis. We believe customers will be attracted to these services and adopt and
utilize those functions that they believe are deficient within their own
organizations. In addition to long term outsourcing service, we will also be
offering emergency backup and transitional services that will allow our
customers to outsource these functions during times of unplanned facilities
outages, loss of key personnel or rapid growth.
Insurance Solutions Group
We operated our insurance services business primarily through ISG Group, Inc.,
our wholly-owned subsidiary that conducted business under the name Insurance
Solutions Group ("ISG"). As discussed below, we sold all of our equity interests
in ISG in March 2003. ISG provided comprehensive insurance solutions to
insurance companies, state insurance departments and self-insured entities in
conjunction with Universal Recoveries, Inc., a wholly-owned subsidiary of ISG
doing business as Subrogation Partners ("Subrogation Partners"); U.L.A.E., Inc.,
a wholly-owned subsidiary of ISG doing business as Claim Partners ("Claim
Partners"); and US Direct Agency, Inc.
9
Subrogation Partners. Subrogation Partners provided subrogation services for
property and casualty and healthcare insurance providers. Subrogation services
included the identification, investigation and recovery of accident-related
payments made by insurance providers on behalf of other insureds, but for which
other persons or entities are primarily responsible. By contract and state law,
insurance providers are generally entitled to certain rights with respect to
paid claims that may be the primary obligation of other insurance carriers or
parties. These recovery rights include the right of subrogation, which allows
the insurance provider to recover accident-related claims directly from the
responsible party or the responsible party's insurance carrier. Subrogation
Partners actively served over 40 insurance carriers.
Claim Partners. Claim Partners was a claims administrator that provided claim
management solutions to insurance companies. ISG launched Claim Partners
business during 2001 and has experienced a rapid growth rate, due to the
cross-selling opportunities for claims services into the existing customer base
of Subrogation Partners. Claim Partners focused on large-scale claim outsourcing
opportunities.
During the first quarter of 2003, we undertook an evaluation of the relative
potential opportunities of our communications and insurance businesses. As part
of this evaluation, we took into consideration the limited capital resources
available to our company and the continued losses of ISG despite its rapid
growth over the last two years, as well as ISG's negative equity and working
capital position. As a result of this evaluation, we determined that it was in
the best interest of our shareholders to exit the operating portions of our
insurance-related subsidiaries and to reduce the significant infrastructure and
operating costs associated with those businesses. On March 3, 2003, we sold our
equity interest in ISG to West Lane Group Inc. ("West Lane Group") for a selling
price of $750,000. West Lane Group was owned by the management of ISG at the
time of sale. In addition, we entered into a licensing and services agreement
for our SubroAGS software with West Lane Group that is expected to generate a
minimum of $250,000 in revenue for us over the next two years. The transaction
is discussed in Note 3 to our financial statements for the three-month period
ended March 31, 2003.
Results of Operations
Three Months Ended March 31, 2003 vs. March 31, 2002
Operating Revenues
Three Months Ended March 31,
----------------------------
2003 2002
-------- --------
Telecommunications revenue $612,592 -
Other 10,000 76,409
-------- ---------
$622,592 $ 76,409
======== ========
Revenues for the three months ended March 31, 2003 increased by approximately
$546,000 to approximately $623,000 as compared to approximately $76,000 reported
during the three months ended March 31, 2002.
Telecommunications Revenue
=========================================
2003-2002 $ 612,000 -N/A% change
=========================================
Telecommunications revenue is earned from the provisioning of services
to business, residential and wholesale customers for basic telephone service,
including local and long distance service, as well as ancillary services, such
as voice messaging and call waiting. Of the revenues reported for the three
months ended March 31, 2003, approximately $390,000 was generated from retail
telecommunications services, approximately $112,000 was generated from wholesale
services and approximately $110,000 was generated from Carrier Access Billing
(CABS) services. As we reported no telecommunications revenue for the three
months ended March 31, 2002, all of our 2003 revenue was derived from our
efforts to grow our customer base. We anticipate a steady and continued growth
rate in the customer base of our telecommunications operations.
10
Other Revenue
=========================================
2003-2002 ($66,000) (86%) decrease
=========================================
Other revenue consists primarily of revenue earned through our
outsourcing services of data and website technology and our revenue earned as a
result of our licensing agreement. The decrease is primarily due to the shift in
our concentration of time and resources toward the growth of our
telecommunications business during 2002 and 2003. We intend, however, to
continue to offer technology outsourcing to current and potential customers.
Operating Expenses
Three months Ended March 31,
----------------------------
2003 2002
---- ----
Resale and Wholesale Line Changes $ 297,200 $ -
Payroll and Payroll Taxes 161,100 108,800
Advertising and Promotion 71,200 7,900
Professional and Consulting Fees 112,800 172,600
Depreciation 1,200 400
Insurance 18,000 5,000
Office Expense 8,600 2,200
Telephone 13,800 1,600
Rent and Building Maintenance 13,800 6,000
Other Selling, General and Administrative 94,600 8,200
---------- ----------
$ 792,300 $ 312,700
========== ==========
Consolidated operating expenses increased by approximately $479,600, or
approximately 153%, to approximately $792,300 during the three months ended
March 31, 2003, as compared to approximately $312,700 during the comparable
period ended 2003.
Resale and Wholesale Line Charges
=========================================
2003-2002 $297,200 -NA% change
=========================================
Resale and wholesale line charges are direct costs associated with our
telecommunications subsidiary, Cordia Communications Corp., and represent our
network access fees paid in order to provide local and long distance telephone
service to our customers. These expenses will rise or fall in direct correlation
to the size of our telecommunications customer base. We reported no resale and
wholesale line charges for the three months ended March 31, 2002.
Payroll and Payroll Taxes
=========================================
2003-2002 $52,300 48% increase
=========================================
This increase was directly related to the growth of our
telecommunications services. We expect that our payroll costs will continue to
increase over the next 12 months as we continue to expand and grow our customer
base.
Advertising and Promotion
=========================================
2003-2002 $62,300 789% increase
=========================================
Advertising and promotion costs, which consist of advertising,
marketing, travel and telemarketing expenses, increased considerably for the
three months ended March 31, 2003 as compared to the comparable period ended
March 31, 2002, due primarily to our use of telemarketers to grow our customer
base. We had no reported telemarketing expenses for the three months ended March
31, 2002. It is expected that this trend will continue, although not as
dramatically, as our telecommunications business will require the services of
telemarketers to continue to grow our customer base.
11
Professional and Consulting
=========================================
2003-2002 ($59,800) 35% decrease
=========================================
This decrease was principally the result of less non-cash expenses
related to options granted to non-employees for consulting services.
Depreciation
=========================================
2003-2002 $800 200% increase
=========================================
The increase was primarily due to additions of depreciable office
equipment, which were necessary to facilitate the growth of Cordia
Communications Corp.
Insurance
=========================================
2003-2002 $13,000 260% increase
=========================================
This increase was primarily due to our increased staff and equipment
for Cordia Communications Corp., as well as the impact of industry-wide
increases in insurance costs.
Office Expense
Telephone
Rent and Building Maintenance
=========================================
2003-2002 $26,400 269% increase
=========================================
The consolidated increases of office expense, telephone expenses and
rent and building maintenance were due primarily to our efforts to grow our
telecommunications business, as well as the added expense of operating a new
facility in Orlando, Florida.
Other Selling, General and Administrative
=========================================
2003-2002 $86,400 N/A% increase
=========================================
Other selling, general and administrative expenses consist of expenses
such as bad debt, dues and subscriptions, equipment rental, bank and credit card
processing fees, license expense and registration fees, among others. The
increase in these expenses was directly related to the growth and operations of
Cordia Communications Corp., as we reported only nominal expenses for Cordia
Communications Corp. during the three months ended March 31, 2002. We expect
these expenses to increase during the remainder of 2003 as we intend to expand
and grow our telecommunications business.
Liquidity and Capital Resources
At March 31, 2003, we had cash and cash equivalents available of approximately
$18,800, a decrease of approximately $216,000 from amounts reported at December
31, 2002. At March 31, 2003, we had a working capital deficit of approximately
($348,600), which represented a decrease in our working capital deficit of
approximately $844,400 from the amount reported at December 31, 2002. The
decrease in cash and decrease in working capital deficit is directly related to
the sale of ISG and subsidiaries.
Net cash provided in operating activities aggregated approximately $21,800 for
the three-month period ended March 31, 2003 as compared to net cash provided of
$255,900 in the three month period ended March 31, 2002. The principal source of
cash provided during the three month period ended March 31, 2003 was the net
profit reported of approximately $1,250,000 which was offset by the one time
gain on the sale of ISG of approximately $1,554,000.
12
Net cash used in investing activities aggregated approximately $253,800 and
$135,400 during the three-month periods ended March 31, 2003 and 2002,
respectively. Cash applied to investing activities consisted primarily of the
decrease in cash from our former subsidiary of approximately $241,000 due to the
sale of ISG, for the three months ended March 31, 2003 and from the purchase of
equipment of approximately $66,000 during the comparable period ended for 2002.
Net cash provided by financing activities aggregated approximately $16,000 and
$49,000 during the three-month periods ended March 31, 2003 and 2002,
respectively. The principle sources of net cash provided by financing activities
in the three-month periods ended March 31, 2003 and 2002 were the proceeds from
the issuance of common stock of approximately $38,500 (2003) and $35,000 (2002),
and proceeds from loans payable of approximately $25,400 (2003) and $10,600
(2002).
We believe our cash and cash equivalent assets at April 10, 2003 may not provide
us with sufficient liquidity to grow our business and carry out many of our
expansion plans. In recognition of the potential need for additional working
capital, management intends to seek additional sources of capital, which sources
may include public and private sales of our securities and additional borrowings
from both affiliates and non-affiliates. Our inability to obtain sufficient
working capital may restrict our ability to carry out our operating plans, which
would result in the continuance of unprofitable operations and would adversely
affect our financial condition and results of operations.
Item 3. Controls and Procedures.
(a) Based upon an evaluation performed within 90 days of this Report, our
Chief Executive Officer ("CEO") and Chief Accounting Officer ("CAO")
have each concluded that our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) are effective to
ensure that material information relating to our company is made known
to management, including the CEO and CAO, particularly during the period
when our periodic reports are being prepared, and that our internal
controls are effective to provide reasonable assurances that our
financial condition, result of operations and cash flows are fairly
presented in all material respects
(b) The CEO and CAO each note that, since the date of his/her evaluation
until the date of this Report, there have been no significant changes in
internal controls or in other factors that could significantly affect
internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.
13
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed herewith.
Exhibit No. Description
99.1 Certification of Cordia Corporation's Principal Executive
Officer, Patrick Freeman, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Cordia Corporation's Principal Financial
Officer, Lorie M. Guerrera, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
We filed a Current Report on Form 8-K, dated January 2, 2003, furnishing
under Items 5 and 7 the letter of resignation of Craig C. Gironda from
his positions as a director and chief executive officer of the Company.
We filed a Current Report on Form 8-K, dated March 3, 2003, furnishing
under Items 2 and 7 the Agreement and Plan of Reorganization and
Corporate Separation, dated March 3, 2003, by and between our company
and West Lane Group, Inc., the Promissory Note, dated March 3, 2003, of
West Lane Group, Inc. in favor of our company and the License Agreement,
dated March 3, 2003, between our company and I.S.G. Group, Inc., d/b/a
Insurance Solutions Group.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CORDIA CORPORATION
Date: May 15, 2003 By: Patrick Freeman
-------------------------------------
Patrick Freeman
President and Chief Executive Officer
Date: May 15, 2003 By: Lorie M. Guerrera
-------------------------------------
Lorie M. Guerrera
Chief Accounting Officer
15
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Patrick Freeman, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CORDIA
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. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and 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. The registrant's other certifying officer and 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 functions):
(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. The registrant's other certifying officer and 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: May 15, 2003 Patrick Freeman
-------------------------------------
President and Chief Executive Officer
16
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Lorie M. Guerrera certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CORDIA
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. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and 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. The registrant's other certifying officer and 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 functions):
(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. The registrant's other certifying officer and 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: May 15, 2003 Lorie M. Guerrera
----------------------------
Chief Accounting Officer
17