Mail Stop 0407
July 12, 2005
Joel Dupre
Chief Executive Officer
Cordia Corporation
445 Hamilton Avenue, Suite 408
White Plains, New York 10601
Re: Cordia Corporation
Amendment No. 1 to Registration Statement on Form SB-2
Filed July 5, 2005
333-124996
Amendment No. 1 to Form 10-KSB for the year ended
December
31, 2004
Filed June 17, 2005
Amendment No. 1 to Form 10-QSB for the quarter ended
March
31, 2005
Filed June 17, 2005
File No. 0-51202
Dear Mr. Dupre:
We have reviewed your filings and have the following
additional
comments. Amend your Form SB-2 in response to our comments. In
some
of our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.
We welcome any questions you may have about our comments or
on
any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of this letter.
Amendment No. 1 to Form SB-2
Registration Fee Table
1. In the first sentence of footnote 3 to the fee table, you refer
to
Warrant A, however, it appears that you are intending to refer to
Warrant B. Please revise.
Risk Factors, page 2
Our dependency on underlying service providers . . ., page 3
2. We note your disclosure that "[o]ur costs associated with
providing service will increase initially by approximately 10% and
continue over the term of the Verizon agreement to over 20%.
Please
also quantify the amount of these additional costs in addition to
the
percentage increases. Also, please see comment 7 and disclose the
term and termination provisions of your agreement with Verizon.
In
addition, please delete the last sentence of this risk factor
since
it is mitigating language.
Our reliance on our underlying carrier . . ., page 3
3. We note the disclosure you have added in response to prior
comment
7. Briefly describe the services that "are not always made
readily
available" to Cordia. Also, with regard to the processing of new
orders and repair issues, please clarify whether your agreements
and/or regulations govern these matters. In this regard, in order
to
add context and assist investors in understanding the magnitude of
this risk, please briefly describe the particular difficulties you
have experienced with regard to "the underlying carrier`s
timeliness
in processing new orders, addressing repair issues, and installing
new lines."
The warrants are subject to certain conditions . . ., page 5
4. The disclosure regarding the adjustment of the exercise price
of
the warrant is not clear. How can the warrant price "be reduced
proportionately by 0%..?" Please revise to clarify. In addition,
provide some indication as to whether the company expects to meet
the
EBITDA targets for 2005.
Use of Proceeds, page 6
5. Qualify your disclosure of the aggregate proceeds to the
company
if all the outstanding warrants are exercised to make clear that
the
total amount could be reduced if the company`s annual EBITDA is
below
$.25 per share.
Description of Securities, page 12
6. We note the disclosure you have added in response to prior
comment
18. Please expand to describe how the selling security holder`s
right of first refusal works. For example, does the investor have
the right with respect to any type of financing? In addition,
please
disclose the names of the officers and directors that are
considered
"insiders" under the agreement and disclose the total number of
shares that are restricted.
Description of Business, page 15
7. We note your response to prior comment 25, however,
notwithstanding a confidentiality provision between the parties,
you
must file all material agreements under Item 601(b)(10) of
Regulation
S-B and disclose all information that is required to be disclose
under the Commission`s rules and forms. You may not agree to
waive
the disclosure requirements of the federal securities rules.
Accordingly, please file this agreement or provide us with your
analysis regarding why you do not believe this is a material
agreement under Item 601(b)(10) of Regulation S-B. Also, please
describe the material terms of your agreement with Verizon as
requested in prior comment 25.
If appropriate, you may request confidential treatment for certain
portions of your agreement with Verizon. For guidance on the
requirements a registrant must satisfy when requesting
confidential
treatment of information that otherwise is required to be
disclosed
in registration statements, periodic reports and other documents
filed with the Commission, please see Staff Legal Bulletin No. 1
(February 28, 1997).
8. We note the disclosure you have added regarding your agreement
with Verizon and Qwest. Please quantify, if possible, in MD&A the
extent to which these new agreements will impact your gross
margins
and profitability.
9. We note your response to prior comment 27, however, please
address
the publicized problems with VoIP service (e.g., inconsistent 911
service and outages) as requested in our prior comment.
Executive Compensation, page 32
10. We note the option value table you have added in response to
prior comment 41. Please revise the last column to disclose the
dollar value of the unexercised in-the-money options. Please see
Item 402(d) of Regulation S-B.
Exhibits
General
11. Please provide an updated consent from your independent
registered public accounting firm in an amended filing.
Amendment No. 1 to Form 10-K for the year ended December 31, 2004
Controls and Procedures
12. We note your disclosure that "since the date of his/her
evaluation . . . there have been no changes in internal controls
or
in other factors that could materially affect, or is reasonably
likely to materially affect, our internal control over financial
reporting." (emphasis added) Item 308(c) of Regulation S-K
requires
the disclosure of any change in your internal control over
financial
reporting identified in connection with an evaluation thereof that
occurred during your last fiscal quarter (or your fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting. Please confirm for us in your
response letter that there was no change in your internal control
over financial reporting that occurred during your fourth fiscal
quarter in 2004 and during your first quarter of 2005 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and provide the
disclosure required by Item 308(c) of Regulation S-K in future
filings.
* * * *
As noted, please amend your Form SB-2 in response to our
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Claire DeLabar, Staff Accountant, at (202)
551-
3349 or Carols Pacho, Senior Assistant Chief Accountant, at (202)
551-3835 if you have questions regarding comments on the financial
statements and related matters. Please contact Albert Pappas,
Staff
Attorney, at (202) 551-3378, or me at (202) 551-3810 with any
other
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Joel Dupre
Cordia Corporation
July 12, 2005
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