UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
General Form for Registration of Securities of Small Business Issuers Under Section 12(g) of the Securities Exchange Act of 1934
Cordia Corporation
(Exact Name of Company as Specified in its Charter)
Nevada |
| 33-148545 |
(State of Incorporation) |
| (I.R.S. Employer Identification No.) |
|
|
|
401 Ryland St. Reno, Nevada |
| 89502 |
(Address of Principal Executive Offices) |
| (ZIP Code) |
Company’s Telephone Number, Including Area Code: (213)-915-6673
Securities to be Registered Under Section 12(g) of the Act: Common Stock, $0.001
(Title of Class)
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ | Smaller reporting company ☒ |
(Do not check if a smaller reporting company) | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
TABLE OF CONTENTS
Item |
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ITEM 1. |
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| 2 | |
ITEM 1A. |
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| 4 | |
ITEM 2. |
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| 8 | |
ITEM 3. |
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| 10 | |
ITEM 4. |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
| 10 |
ITEM 5. |
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| 10 | |
ITEM 6. |
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| 11 | |
ITEM 7. |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
| 11 |
ITEM 8. |
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| 11 | |
ITEM 9. |
| MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
| 11 |
ITEM 10. |
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| 12 | |
ITEM 11. |
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| 12 | |
ITEM 12. |
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| 13 | |
ITEM 13. |
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| 14 | |
ITEM 14. |
| CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
| 23 |
ITEM 15. |
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| 23 |
1
ITEM 1. DESCRIPTION OF BUSINESS
Some of the statements contained in this registration statement on Form 10 of Cordia Corporation. (hereinafter the “Company”, “we” or the “Company”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this registration statement, forward-looking statements are generally identified by the words such as “anticipate”, “plan”, “believe”, “expect”, “estimate”, and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company’s securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this Registration Statement. Important factors that may cause actual results to differ from projections include, for example:
●the success or failure of Management’s efforts to implement the Company’s plan of operation;
●the ability of the Company to fund its operating expenses;
●the ability of the Company to compete with other companies that have a similar plan of operation;
●the effect of changing economic conditions impacting our plan of operation;
●the ability of the Company to meet the other risks as may be described in future filings with the SEC.
History of Our Company
Cordia Corporation ("Cordia" or the “Company”), formerly CyberOpticLabs, Inc., was organized on June 22, 1988. Between 2001 and late 2010, Cordia Corporation operated as a long-distance provider, VoIP provider and value-added service provider on a domestic and international scale. The company ceased operations in 2010.
On July 22, 2019, Churchill Schwartz, LLC, a Wyoming corporation, was appointed the custodian of the Company by the Nevada Eight Judicial District Court, Case No. A-19-794507-B. Peter Klamka is the managing member of Churchill Schwartz, LLC.
On September 26, 2019, the Company filed a certificate of reinstatement with the state of Nevada.
On November 11, 2019 at a shareholders meeting, the Company appointed Peter Klamka as its Chief Executive Officer and Chief Financial Officer after a meeting of shareholders.
On February 28, 2020, the Nevada Eight District Judicial Court issued an order discharging the custodian.
The Company has fully impaired all assets since the shutdown of its operations in 2010. and recorded the effects of this impairment as part of its discontinued operations.
Since the custodial proceedings, the Company the company has entered into the hospitality and restaurant industry. It operated a restaurant in Las Vegas, Nevada from May 2020 until September 30, 2020. Full service restaurant operations were discontinued due to pandemic related decline in business.
The company has developed a subscription based virtual restaurant business since the termination of the custodianship. The company will attempt to build out its virtual restaurant business.
A virtual restaurant is a food service business that serves customers exclusively by delivery based on phone orders or online food ordering. It is a separate food vendor entity that operates out of an existing restaurant's kitchen. By not having a full-service restaurant premise with a storefront and dining room, virtual restaurants can economize by occupying cheaper real estate.
The company is developing concepts and menus to license to existing restaurants and expects to collect revenues from subscriptions to its menus and concepts and ingredient sales.
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The Company’s common stock is subject to quotation on the OTC Pink Sheets under the symbol CORG. There is currently only a limited trading market in the Company’s shares nor do we believe that any active trading market has existed for approximately the last 10 years. There can be no assurance that there will be an active trading market for our securities following the effective date of this registration statement under the Exchange Act. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Form S-8
If a company ceases to be a Shell Company, it may use Form S-8 sixty calendar days after it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months or for such shorter period that it has been required to file such reports and materials after the company files "Form 10 information," which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act.
Unavailability of Rule 144 for Resale
Rule 144(i) “Unavailability to Securities of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale of securities initially issued by an issuer that was previously a Shell Company. We have previously identified our company as a Shell Company and, therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until the Company has filed all requisite periodic reports under the Exchange Act for the period of twelve (12) months.
As a result of our previous classification as a Shell Company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we ceased to be a Shell Company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
Very Limited Liquidity of our Common Stock
Our common stock trades on the OTC Pink Sheet Market under the symbol CORG. As a result, there is only limited liquidity in our common stock.
Our auditors have expressed substantial doubt about our ability to continue as a going concern
Our audited financial statements for the years ended December 31, 2019 and 2020, were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. There is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company’s shares of common stock.
Competition
Our market is a highly competitive market. We compete with established restaurants, national chain restaurants, other franchise opportunities, other virtual restaurants, meal delivery services, and independent restaurants.
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Employees
Peter C. Klamka, our Chief Executive Officer, is our sole executive officer. Mr. Klamka is not obligated to devote any specific number of hours per week and, in fact, intends to devote only as much time as he deem reasonably necessary to administer the Company’s affairs. The amount of time he will devote in any time period will vary based on his availability.
Conflicts of Interest
The Company’s Management is not required to commit its full time to the Company’s affairs. Management is not precluded from serving as an officer or director of any other entity that is engaged in business activities similar to those of the Company. In the future, Management may become associated or affiliated with entities engaged in business activities similar to those we intend to conduct. Management will act in what it believes will be in the best interests of the shareholders of the Company.
Forward-Looking Statements
This registration statement on Form 10 contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our Management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects”, “anticipates”, “targets”, “goals”, “projects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements.
Any investment in our shares of common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this annual report before you decide to invest in our common stock. Each of the following risks may materially and adversely affect our business objective, plan of operation and financial condition. These risks may cause the market price of our common stock to decline, which may cause you to lose all or a part of the money you invested in our common stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business plan. In addition to other information included in this annual report, the following factors should be considered in evaluating the Company’s business and future prospects.
The Company has a limited operating history and very limited resources.
Since being acquired through custodial proceedings, the Company’s operations have been limited. The Company has had modest experience in the restaurant industry and management has minimal experience developing virtual restaurants.
Our auditors have expressed substantial doubt about our ability to continue as a going concern.
As of December 31, 2020, we had $3,035 in cash and cash equivalents and an accumulated deficit of $nil. As of December 31, 2019, we had $0 cash and cash equivalents and an accumulated deficit of $8,281,740. Our audited financial statements for the years ended December 31, 2020 and December 31, 2019, were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
There is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue
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as a viable entity, our stockholders may lose some or all of their investment in the Company’s shares of common stock.
Unspecified and unascertainable risks
There is no basis for shareholders to evaluate the possible merits or risks of the Company’s business. To the extent that the Company develops and markets virtual restaurants, the Company will become subject to numerous risks. Although Management will endeavor to evaluate the risks inherent in the virtual restaurant business, there can be no assurance that Management will properly ascertain or assess all such risks.
Dependence on key personnel
The Company is dependent upon the continued services of Management. To the extent that his services become unavailable, the Company will be required to obtain other qualified personnel and there can be no assurance that it will be able to recruit qualified persons upon acceptable terms.
The Company’s sole officer and director does allocate his time to other businesses activities, thereby causing conflicts of interest as to how much time to devote to the Company’s affairs. This could have a negative impact on the Company’s ability to consummate a business combination in a timely manner, if at all.
The Company’s officer and director is not required to commit his full time to the Company’s affairs, which may result in a conflict of interest in allocating his time between the Company’s business and other businesses. Management of the Company is engaged in other business endeavors and is not obligated to contribute any specific number of his hours per week to the Company’s affairs.
If Management’s other business affairs require him to devote more time to such affairs, it could limit his ability to devote time to the Company’s affairs and could have a negative impact on the Company’s ability to succeed. Furthermore, we do not have an employment agreement with Mr. Klamka.
The Company may be unable to obtain additional financing which could compel the Company to restructure or cease operations entirely.
Financing requirements to fund operations associated with reporting obligations under the Exchange Act.
The Company has no revenues and is dependent upon the willingness of the Company’s Management to fund the costs associated with the reporting obligations under the Exchange Act, other administrative costs associated with the Company’s corporate existence and expenses related to the Company’s business objectives. The Company believes that it will have available sufficient financial resources available from its Management to continue to pay accounting and other professional fees and other miscellaneous expenses that may be required until the Company commences business operations following a business combination.
We are dependent upon interim funding provided by Management or an affiliated party to pay professional fees and expenses. Our Management has provided funding, without formal agreement, as has been required to pay for accounting fees and other administrative expenses of the Company.
Our operations have been funded through advances from our management and we expect those advances to continue.
Based on Mr. Klamka’s resource commitment to fund our operations, we believe that we will be able to continue as a going concern until such time as we secure outside financing or generate sufficient revenues from operations.
The Company has no “Independent Director”, so actions taken and expenses incurred by our officer and director on behalf of the Company will generally not be subject to “Independent Review”.
Our director owns shares of our common stock and does not receive compensation for services rendered prior to or in connection with our business, he may receive reimbursement for out-of-pocket expenses incurred by him in connection with activities on the Company’s behalf. There is no limit on the amount of these out-of-pocket expenses and there
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will be no review of the reasonableness of the expenses by anyone other than our board of director, which consist of one directors who may seek reimbursement. If our director will not be deemed “independent,” he will generally not have the benefit of independent director examining the propriety of expenses incurred on our behalf and subject to reimbursement. Although the Company believes that all actions taken by our director on the Company’s behalf will be in the Company’s best interests, the Company cannot assure the investor that this will actually be the case. If actions are taken, or expenses are incurred that are actually not in the Company’s best interests, it could have a material adverse effect on our business and plan of operation and the price of our stock held by the public stockholders.
General Economic Risks.
The Company’s current and future business objectives and plan of operation are likely dependent, in large part, on the state of the general economy. Adverse changes in economic conditions may adversely affect the Company’s business objective and plan of operation. These conditions and other factors beyond the Company’s control include also, but are not limited to regulatory changes.
Risks Related to Our Common Stock
The Company’s shares of common stock are traded from time to time on the OTC Pink Sheet Market.
Our common stock is traded on the OTC Pink Sheet Market from time to time. There can be no assurance that there will be a liquid trading market for the Company’s common stock following a business combination. In the event that a liquid trading market commences, there can be no assurance as to the market price of the Company’s shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Our common stock is subject to the Penny Stock Rules of the SEC and the trading market in our common stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our common stock.
The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 require:
●that a broker or dealer approve a person’s account for transactions in penny stocks; and
●the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
●obtain financial information and investment experience objectives of the person; and
●make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
●sets forth the basis on which the broker or dealer made the suitability determination; and
●that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
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Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
State blue sky registration; potential limitations on resale of the Company’s common stock
The holders of the Company’s shares of common stock registered under the Exchange Act and those persons who desire to purchase them in any trading market that may develop in the future, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell the Company’s securities. Accordingly, investors should consider the secondary market for the Company’s securities to be a limited one.
It is the intention of the Company’s Management following the consummation of a business combination to seek coverage and publication of information regarding the Company in an accepted publication manual which permits a manual exemption. The manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a nonissuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.
Rule 144 Related Risks
The SEC adopted amendments to Rule 144 which became effective on February 15, 2008. These Rule 144 amendments apply to securities acquired both before and after that date. Generally, under the Rule 144 amendments, a person who has beneficially owned restricted shares for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been an affiliate at the time of, or at any time during the three months preceding, a sale; (ii) we are subject to and are current in the Exchange Act periodic reporting requirements for at least 90 days before the sale; and (iii) if the sale occurs prior to satisfaction of a one-year holding period, provided current information is available at the time of sale.
Persons who have beneficially owned restricted shares for at least six months but who are affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following: (i) 1% of the total number of securities of the same class then outstanding; or (ii) the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.
These Rule 144 related risks are subject to further restrictions in the event that the Exchange Act reporting company was previously deemed to be a Shell Company, such as the Company.
Restrictions on the Reliance of Rule 144 by Shell Companies or Former Shell Companies
Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:
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As a result, it is likely that pursuant to Rule 144, stockholders who receive our restricted securities in a business combination will not be able to sell our shares without registration until one year after we have completed our initial business combination.
Possible Issuance of Additional Securities.
Our Articles of Incorporation authorize the issuance of 105,000,000 shares of common stock, par value $0.001. As of December 31, 2020, we had 13,611,574 shares issued and outstanding. We may be expected to issue additional shares in connection with the development of our business plan. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences.
Dividends unlikely
The Company does not expect to pay dividends for the foreseeable future because it has no revenues or cash resources. The payment of dividends will be contingent upon the Company’s future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will be within the discretion of the Company’s board of directors as then constituted. It is the Company’s expectation that Management will retain any earnings for use in its business operations and accordingly, the Company does not anticipate declaring any dividends in the foreseeable future.
Management’s Plan of Operation
The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.
Overview
The Company’s current business objective is to develop branded virtual restaurants. We intend to use the Company’s limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in developing its business. It may be expected that growing our business will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:
●may significantly reduce the equity interest of our stockholders;
●may adversely affect the prevailing market price for our common stock.
Similarly, if we issued debt securities, it could result in:
●default and foreclosure on our assets if our operating revenues were insufficient to pay our debt obligations;
●acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;
●our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and
●our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.
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Results of Operations during the year ended December 31, 2019 as compared to the year ended December 31, 2020
We generated $74,207 in revenues during the years 2020 and zero revenue in 2019. We had total operating expenses of $14,430 during the years ended December 31, 2020 and $31,228 for the year ended December 31, 2019. We incurred $30,422 in interest expense for year ended December 31, 2020 and nil in December 31, 2019. During the years ended December 31, 2020 we had a net loss of $1,464 and in 2019 we had a net loss of $31,228.
Results of Operations during the Fiscal Quarter Ended December 31, 2020 Compared to the Fiscal Quarter Ended December 31, 2019.
We had no revenues in the three months ended December 31, 2020 and 2019, and we sustained net losses of $822 and $31,190, respectively, in those periods. Our expenses consisted primarily of general and administrative costs during these periods.
Liquidity and Capital Resources
As of December 31, 2020, the Company has limited business operations and $3,035 in cash. We are dependent upon interim funding provided by Management or an affiliated party to pay professional fees and expenses. Our Management and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company. The Company would be unable to continue as a going concern without interim financing provided by Management. As of December 31, 2020, we had $3035 in cash. As of December 31, 2019, we had $0 in cash.
If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by Management and an affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company has no financial resources to pay for such services.
During the next 12 months we anticipate incurring costs related to business development and public company reporting. We estimate that these costs will be in the range of five to six thousand dollars per month and that we will be able to meet these costs as necessary, to be advanced/loaned to us by Management and/or an affiliated party.
On December 31, 2020 and December 31, 2019, we have had $3,035 in current assets and $0 in current assets, respectively.
We had a negative cash flow from operations of $(1,247) during the twelve months ended December 31, 2020. We financed our negative cash flow from operations during the twelve months ended December 31, 2020 through advances made by our CEO.
The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors have unqualified audit opinion for the years ended December 31, 2020 and 2019 with an explanatory paragraph on going concern.
Off-Balance Sheet Arrangements
As of December 31, 2020 and 2019, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.
Contractual Obligations and Commitments
As of December 31, 2020 and 2019, we did not have any contractual obligations.
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Critical Accounting Policies
Our significant accounting policies are described in the notes to our financial statements for the twelve months ended December 31, 2020 and 2019, and are included elsewhere in this registration statement.
ITEM 3. DESCRIPTION OF PROPERTY
The company does not currently lease any property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2020. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group.
Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
Name of Beneficial Owner |
| Common Stock |
| Percentage of |
Peter Klamka |
| 61,000 |
| .004% |
|
|
|
|
|
Geils & Co 1866 |
| 2,295,000 |
| 16.86% |
|
|
|
|
|
Geils Ventures LLC |
| 2,000,000 |
| 14.69% |
|
|
|
|
|
Melanie Minella 19 |
| 850,000 |
| 6.24% |
Applicable percentage ownership is based on 13,611,574 shares of common stock outstanding as of December 31, 2020. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of December 31, 2020 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Peter Klamka, 50, has been CEO and Chairman of the Company since November 11, 2019. Mr. Klamka is a private investor who brings twenty-five (25) years of business experience. Peter has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and corporate fundraising.
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Other expertise includes early stage company capital restructuring, product licensing, cryptocurrency development, marketing, debt financing, and mergers and acquisitions.
Mr. Klamka was selected to serve as a director due to his extensive knowledge of the capital markets, abilities in assessing business strategies and possible risks, and his expertise with early stage ventures.
Our director holds office until the next annual meeting of stockholders and until his successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We do not compensate our directors. Officers are appointed annually by the Board of Directors and each executive officer serves at the discretion of the Board of Directors. We do not have any standing committees at this time.
Our director, officer or affiliates have not, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.
Section 16(a) Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Company’s Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Section 16(a). Once the Company becomes subject to the Exchange Act of 1934, our office and director has informed us that he intends to file reports that may be required to be filed under Section 16(a).
ITEM 6. EXECUTIVE COMPENSATION
No executive compensation was paid during the fiscal years ended December 31, 2019, and 2020. The Company has no employment agreement with any of its officers and directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The company has received advances totaling $12,010 from Peter Klamka, our sole officer/director. These advance are non interest bearing and payable on demand.
None.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is currently quoted on the OTC Markets under the symbol CORG. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
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|
| Price Range | ||
Period |
| High |
| Low |
Year Ended December 31 2019: |
|
|
|
|
First Quarter |
| $0.001 |
| $0.002 |
Second Quarter |
| $0.001 |
| $0.018 |
Third Quarter |
| $0.015 |
| $0.038 |
Fourth Quarter |
| $0.019 |
| $0.078 |
Year Ended December 31, 2020 |
|
|
|
|
First Quarter |
| $0.017 |
| $0.235 |
Second Quarter |
| $0.024 |
| $0.135 |
Third Quarter |
| $0.079 |
| $0.251 |
Fourth Quarter |
| $0.078 |
| $0.395 |
As of December 31, 2020 our shares of common stock were held by approximately 161 stockholders of record. The transfer agent of our common stock is Colonial Stock Transfer with the telephone number of (801) 355-5740.
Dividends
Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
No equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal years ended December 31, 2020 and 2019.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
None
ITEM 11. DESCRIPTION OF COMPANY’S SECURITIES TO BE REGISTERED
The following statements relating to the capital stock set forth the material terms of the Company’s securities; however, reference is made to the more detailed provisions of our Certificate of Incorporation and by-laws, copies of which are filed herewith.
Common Stock
Our Certificate of Incorporation authorize the issuance of 105,000,000 shares of common stock, par value $0.001. Our holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from legally available funds. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.
12
Dividends
Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly, the board of directors does not anticipate declaring any dividends prior to a business combination transaction, nor can there be any assurance that any dividends will be paid following any business combination.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of Cordia or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada General Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.
Section 145 of the Nevada General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, ( i.e ., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the Nevada General Corporation Law, Article Seven of our articles of incorporation eliminates the liability of a director to us for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:
13
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Cordia Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Cordia Corporation as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2020
Lakewood, CO
April 5, 2021
14
CORDIA CORPORATION
CONSOLIDATED BALANCE SHEETS
|
| December 31, |
| December 31, |
ASSETS |
|
|
|
|
Cash |
| $3,035 |
| $- |
|
|
|
|
|
TOTAL ASSETS |
| $3,035 |
| $- |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Accounts payable and accrued liabilities |
| $3,717 |
| $3,500 |
Note payable - Peter Klamka |
| 12,010 |
| - |
Note payable - other |
| 20,000 |
| 27,728 |
|
| 35,727 |
| 31,228 |
STOCKHOLDERS' DEFICIT |
|
|
|
|
Common stock, $.001 par value, 105,000,00 shares authorized |
| 13,612 |
| 13,612 |
- issued and outstanding - 13,611,574, 2018 - 13,611,574 |
|
|
|
|
Treasury shares - 347,544, 2018 - 347,544 |
| (348) |
| (348) |
Additional paid in capital |
| 8,235,784 |
| 8,235,784 |
Deficit |
| (8,281,740) |
| (8,280,276) |
|
|
|
|
|
Total Stockholders Deficit |
| (32,692) |
| (31,228) |
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $3,035 |
| $- |
See Accompanying Notes
15
CORDIA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
|
| 2020 |
| 2019 |
|
|
|
|
|
SALES |
| $74,207 |
| $- |
|
|
|
|
|
COST OF SALES |
| 30,819 |
| - |
|
|
|
|
|
GROSS PROFIT |
| 43,388 |
| - |
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
Professional fees |
| 5,000 |
| 9,795 |
Rent |
| 6,500 |
| - |
General and administrative |
| 2,930 |
| 21,433 |
|
|
|
|
|
Total Operating Expenses |
| 14,430 |
| 31,228 |
|
|
|
|
|
Operating Income(Loss) |
| 28,958 |
| (31,228) |
|
|
|
|
|
Interest paid |
| (30,422) |
| - |
|
|
|
|
|
Net Income(Loss) |
| (1,464) |
| (31,228) |
|
|
|
|
|
Weighted average number of common shares outstanding |
| 13,611,574 |
| 13,611,574 |
|
|
|
|
|
Net Income(Loss) per common share |
|
|
|
|
- Basic and fully diluted |
| $- |
| $- |
See Accompanying Notes
16
CORDIA CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|
| COMMON STOCK |
| Paid In |
| Accumulated |
|
| ||
|
| # of Shares |
| Amount |
| Capital |
| Deficit |
| TOTALS |
|
|
|
|
|
|
|
|
|
|
|
Balance - January 1, 2019 |
| 13,611,574 |
| 13,612 |
| 8,235,784 |
| (8,249,048) |
| 348 |
|
|
|
|
|
|
|
|
|
|
|
Net income(loss) - December 31, 2019 |
| - |
| - |
| - |
| (31,228) |
| (31,228) |
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2019 |
| 13,611,574 |
| 13,612 |
| 8,235,784 |
| (8,280,276) |
| (30,880) |
|
|
|
|
|
|
|
|
|
|
|
Net income(loss) - December 31, 2020 |
| - |
| - |
| - |
| (1,464) |
| (1,464) |
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2020 |
| 13,611,574 |
| $13,612 |
| $8,235,784 |
| $(8,281,740) |
| $(32,344) |
See Accompanying Notes
17
CORDIA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
|
| 2020 |
| 2019 |
|
|
|
|
|
Cash Flows from Operating Activities |
|
|
|
|
Net loss |
| $(1,464) |
| $(31,228) |
Changes in operating assets and liabilities |
|
|
|
|
Accounts payable |
| 217 |
| 3,500 |
|
|
|
|
|
Net Cash Used in Operating Activities |
| (1,247) |
| (27,728) |
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
Notes payable - net changes |
| 4,282 |
| 27,728 |
|
|
|
|
|
Net Cash Provided by Financing Activities |
| 4,282 |
| 27,728 |
|
|
|
|
|
Net Change in Cash |
| 3,035 |
| - |
|
|
|
|
|
Cash and Cash Equivalents - Beginning of year |
| - |
| - |
|
|
|
|
|
Cash and Cash Equivalents - End of year |
| $3,035 |
| $- |
See Accompanying Notes
18
CORDIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2020
1.NATURE OF THE BUSINESS AND BASIS OF PRESENTATION
Description of Business
Cordia Corporation. (the Company) was incorporated in the State of Nevada on April 28, 2000 under the name CyberOpticLabs Inc. On May 25, 2001, the Company filed Articles of Amendment to change the name to Cordia Corporation. The Company is headquartered in Las Vegas, Nevada.
The Company’s focus starting in 2020, is on the emerging field of ghost kitchens and virtual restaurants. The Company seeks to build its business based on meeting customer demand for unique on-premises dining and premises convenience. The Company’s plan is to create a portfolio of virtual restaurants appealing to a broad customer base. The Company is actively seeking to acquire locations for ghost kitchens to meet the growth in app-based ordering.
Virtual Dining Brands, LLC, a wholly owned subsidiary is organizing a network of social media influencers to support each launch. All of its celebrity and brand partners will be contractually required to regularly post on their social channels. Additionally, the company is working with a variety of influencers ranging from micro influencers in specific cities to recognized food accounts with significant followings to promote the company’s menus.
The Company is also developing a TikTok inspired kitchen in Los Angeles which will allow its chefs, influencers and brands to develop short form promotional content for the company’s branded restaurants.
Basis of Presentation
The financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (GAAP).
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $8,281,740 as of December 31, 2019. The Company commenced operations in 2020. The Company cannot be certain that it will be successful in these strategies or whether it will require additional funding, nor is it certain that the required funding will be obtained.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of intangible assets.
19
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, available for-sale debt securities, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of an allowance for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for a fiscal year beginning after December 15, 2018, including interim periods within that fiscal year. Entities apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. As of December 31, 2019, this new standard has no impact on the current financial reporting.
On January 26, 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The new standard eliminates Step 2 from the goodwill impairment test. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. This standard is effective for public business entities in fiscal years beginning after December 15, 2019, and the standard was adopted and applied prospectively by the Company as of December 31, 2019, this new standard has no impact on the current financial reporting.
New Accounting Pronouncement
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, ("ASU 2019-12") which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not expect adoption of this standard to have a material effect on our financial statements.
Cash Equivalents and Short-Term Investments
For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.
Financial Instruments
The FASB issued ASC 820-10, Fair Value Measurements and Disclosures, for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
- Level 1: Quoted prices in active markets for identical assets or liabilities
- Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
- Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
20
Concentrations and Credit Risk
The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, sales and accounts receivable.
Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Foreign Currency Translation
The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate.
Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.
Share-Based Compensation
ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized in the period of grant.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
As of December 31, 2020, and 2019, respectively, there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted. There have been no options granted during the year ended December 31, 2020 and 2019 respectively.
Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were off-set by a 100% valuation allowance, therefore there has been no recognized benefit as of December 31, 2020 and 2019 respectively. Further it is unlikely with the change of control that the Company will have the ability to realize any future tax benefits that may exist.
21
Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Earnings Per Share
Net income (loss) per share is calculated in accordance with ASC 260, Earnings Per Share. The weighted-average number of common shares outstanding during each period is used to compute basic earnings or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2020 and 2019. Due to net operating loss, there is no presentation of dilutive earnings per share, as it would be anti-dilutive.
Forgiveness of Indebtedness
The Company follows the guidance of AS 470.10 related to debt forgiveness and extinguishment. Debts of the Company are considered extinguished when the statute of limitations in the applicable jurisdiction expire, or when terminated by judicial authority such as the granting of a declaratory judgment. Debts to related parties or shareholders are treated as capital transactions when forgiven or extinguished and credited to additional paid in capital. Debts to non-related parties are treated as other income when forgiven or extinguished.
3.NOTE PAYABLE
Amounts due to Peter Klamka, are unsecured, non-interest bearing and have no fixed terms of repayment.
Amounts due to Lyons Capital Inc. are unsecured, and bear interest at the annual rate of 6%. The loan is due April 27, 2021.
4.INCOME TAXES
Income taxes are provided based upon the liability method. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by accounting standards to allow recognition of such an asset.
Deferred tax assets/liabilities were as follows as of December 31, 2020 and 2019:
Description |
| 2020 |
| 2019 |
|
|
|
|
|
Net operating loss carry forward |
| $8,281,740 |
| $8,280,276 |
Valuation allowance |
| (8,281,740) |
| (8,280,276) |
Total |
| $- |
| $- |
As of December 31, 2020, the Company expected no net deferred tax assets to be recognized, resulting from net operating loss carry forwards. Deferred tax assets were offset by a corresponding allowance of 100%.
22
5.BUSINESS ACQUISITION
On May 6, 2020, the Company entered into an agreement with Rideshare, Las Vegas, LLC a related entity owned by Peter Klamka, for the purchase of a leasehold interest in a restaurant owned by it, known as Blind Pig situated at 4515 Dean Martin Drive, Las Vegas, Nevada.
The restaurant will be generating revenue through the sale of ready to eat meals on premises and for takeout. Revenue will also be generated through the catering services, private party rentals, and merchandise sales.
The purchase price for the leasehold interest is $1,500,000, to be paid for by issuance of a promissory note bearing interest at the rate of 5% per annum. The note calls for principal repayments of $25,000 per month commencing November 1, 2020 over five years. Interest will accrue during the term of note and paid after all principal payments had been made. The promissory note contains the option of conversion into common stock at a price of $0.50 per common share.
Due to COVID-19 pandemic and the significant drop in revenue, it became clear that the Company would not be able to honor its future obligations under the promissory note. On September 30, 2020 by mutual agreement both parties agreed to the cessation of the May 6, 2020 agreement. Consequently, the leasehold interest was returned to Rideshare. Any accrued interest from May 6, 2020 to September 30, 2020 was set up as if paid and shown as a loan to Peter Klamka who is also the owner of Rideshare.
6.SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date of filing the financial statements with OTC Markets, the date the consolidated financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure, other than those noted below:
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
In its two most recent fiscal years, the Company has had no disagreements with its independent accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
2 | Notice of Entry of Order, dated ,July 19, 2019 Case No.: A-19-794507-B |
|
|
3.1 | |
|
|
3.2 | By-laws (Incorporated by reference from Form 10-Q for fiscal year ended March 31, 2000, Exhibit 3.2) |
|
|
3.4 | |
|
|
23 |
23
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 5, 2021
Cordia Corporation |
| |
|
|
|
By: | /s/ Peter Klamka |
|
| Peter Klamka, CEO |
|
24
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form 10 of our report dated April 5, 2021, relating to the financial statements of Cordia Corporation, as of December 31, 2020 and 2019 and to all references to our firm included in this Registration Statement.
Certified Public Accountants
Lakewood, CO
April 5, 2021