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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
March 3, 2003
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(Date of Report: Date of earliest event reported)
Cordia Corp.
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(Exact name of registrant as specified in its charter)
Nevada 33-23437 2917728
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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 2 - ACQUISITION OR DISPOSITION OF ASSETS
After carefully evaluating the future business prospects for each of Cordia's
operating subsidiaries and in consideration of the limited operating capital
available to the Company, the Board of Directors, in an effort to enhance
shareholder value, approved a transaction which would result in the sale of
Cordia's insurance related operating subsidiaries, I.S.G Group, Inc. ("ISG")
and U.S. Direct Insurance Agency, Inc. ("US Direct"). In the process of
evaluating the transaction, the Board of Directors received and considered an
independent valuation of ISG and US Direct. In addition, the Board also
received and evaluated a separate fairness opinion.
This transaction was entered as a result of Cordia's decision to focus its
attention and financial resources on the development and promotion of its
technology and telecommunications business. In an effort to find a buyer for
its insurance division, Cordia approached West Lane Group, Inc. ("West Lane"),
which is controlled by the current management of ISG. The owners of West Lane
and/or West Lane is a major shareholder of Cordia.
After further negotiations between West Lane and Cordia, West Lane and Cordia
have agreed to transfer 100% of the ownership interest of ISG and US Direct to
West Lane in exchange for a purchase price of $750,000 represented by a
promissory note in that amount, with a term of two years bearing interest at
6% annually and secured by Cordia Corporation shares owned by West Lane.
Cordia also licensed certain software to West Lane for a license fee of
$250,000.
The closing occurred on March 3, 2003.
ITEM 7. EXHIBITS
The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Documents Location
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10.1 10 Agreement and Plan of
Reorganization and Corporate
Separation This Filing
10.2 10 Promissory Note-West Land This Filing
10.3 10 License Agreement 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: March 5, 2003 Patrick Freeman, Chief Executive
Officer