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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 6, 2004
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(Date of Report: Date of earliest event reported)
Cordia Corporation
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(Exact name of registrant as specified in its charter)
Nevada 33-23473 112917728
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(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
2500 Silverstar Road, Suite 500, Orlando, Florida 32804
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(Address of principal executive office)
Registrant's telephone number, including area code: 866-777-7777
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NA
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 6, 2004, Cordia Corporation entered into a "Mutual Release
and Satisfaction of Promissory Note and License Agreement" (the "Agreement")
with West Lane Group, Inc. Under the terms of the Agreement, Cordia has agreed
to release West Lane of its promissory note and licensing obligations in
exchange for the return of shares of Cordia's common stock. West Lane owed
Cordia $720,000 under the terms of a promissory note and $96,000 of future
obligations under the terms of a licensing agreement. By agreeing to the
settlement, Cordia will release West Lane from all further obligations under
the promissory note and licensing agreement. Additionally, Cordia will
transfer all ownership interest to the technology and source codes of SUBRO
AGS software to West Lane. At September 30, 2003, Cordia's balance sheet
included the promissory note at $585,000 (net of a $165,000 impairment
reserve) and the unearned portion of the licensing revenue at $54,000. By
entering into this settlement, Cordia will reduce its assets by the net value
of the Promissory Note, reduce its liabilities by the remaining unearned
revenue and record the acquisition of treasury stock at the fair market value
on the date of this transaction.
In return for the settlement, West Lane will transfer 1,412,500 shares of
Cordia's issued and outstanding common stock back to Cordia for cancellation.
Additionally, West Lane has agreed to grant Cordia an option to purchase
another 100,000 shares of Cordia's common stock at a price of forty cents
($0.40) per share. The option will be for a period of fifteen months.
Prior to this settlement, West Lane satisfied interest payments on the
Promissory Note and License Agreement by executing two separate stock transfer
agreements in which West Lane agreed to transfer a total of 212,500 shares of
Cordia's common stock valued at $0.30 per share to Cordia to fulfill interest
payments due in the amount of $30,000 and $33,750 respectively. West Lane
executed a third stock transfer agreement in which West Lane agreed to
transfer 100,000 shares of Cordia's common stock valued at $0.30 per share to
Cordia to satisfy $30,000 worth of principal on the Promissory Note.
ITEM 7. EXHIBITS
The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
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99.01 99 Mutual Release and Satisfaction
Of Promissory Note and
License Agreement This Filing
99.02 99 Stock Option Agreement This Filing
99.03 99 Press Release on Settlement This Filing
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
Cordia Corp.
By: /s/
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Date: February 12, 2004 Lorie Guerrera, Chief Accounting
Officer, Duly Authorized Officer