<PAGE>



                                                                      EXHIBIT 21



                                 Jurisdiction of            Name Under Which
       Subsidiary                Incorporation        Subsidiary Does Business
       ----------                -------------        ------------------------

Cordia Communications Corp.         Nevada           Cordia Communications Corp.
































                                       22
<PAGE>



                       CORDIA CORPORATION AND SUBSIDIARIES


                           DECEMBER 31, 2002 AND 2001

                                    CONTENTS

                                                                 Page


Independent Auditors' Report                                      F-1

Consolidated Balance Sheets                                       F-2

Consolidated Statements of Operations                             F-3

Consolidated Statements of Stockholders' Equity                   F-4

Consolidated Statements of Cash Flows                             F-5

Notes to Financial Statements                                     F-6 - F-18































                                       23
<PAGE>



INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Cordia Corporation

We have audited the accompanying consolidated balance sheets of Cordia
Corporation and subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cordia Corporation
and subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.










/s/ CIPOLLA SZIKLAY L.L.C.

West Orange, New Jersey
April 2, 2003











                                       F-1
<PAGE>







                       CORDIA CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                            December 31,
                                                                                   -----------------------------
                                                                                       2002             2001
                                                                                   -----------       -----------
<S>                                                                                <C>               <C>
                                     ASSETS

 Current Assets
   Cash                                                                            $   234,770       $   185,348
   Accounts receivable, less allowance for doubtful accounts of
       $65,000 (2002) and $45,000 (2001)                                               507,920           211,761
   Investments                                                                           3,685           111,019
   Prepaid expenses and other current assets                                            64,817            13,457
   Loans receivable from affiliates                                                          -            15,070
   Other loans receivable                                                               33,649                 -
                                                                                   -----------       -----------

   TOTAL CURRENT ASSETS                                                                844,841           536,655
                                                                                   -----------       -----------
 Property and equipment, at cost
   Office equipment                                                                    230,660           141,001
   Equipment - capital leases                                                           58,567            58,567
   Vehicles                                                                             16,743            16,743
   Furniture and fixtures                                                               98,376           153,134
                                                                                   -----------       -----------
                                                                                       404,346           369,445
   Less: Accumulated depreciation                                                      141,140           132,661
                                                                                   -----------       -----------

   NET PROPERTY AND EQUIPMENT                                                          263,206           236,784
                                                                                   -----------       -----------

 Other Assets
    Security Deposits                                                                   60,904            27,139
                                                                                   -----------       -----------
   TOTAL ASSETS                                                                    $ 1,168,951       $   800,578
                                                                                   ===========       ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities
   Book Overdraft                                                                  $    90,946       $         -
   Accounts payable and accrued expenses                                             1,782,184           887,886
   Securities sold but not purchased                                                         -            50,229
   Obligation under capital lease, current portion                                      25,672            18,822
   Current portion of long-term debt                                                         -             1,650
   Unearned income                                                                      93,237           355,876
   Loans payable to affiliates                                                           9,744            46,297
   Loans payable-other                                                                  36,103           242,131
                                                                                   -----------       -----------

   TOTAL CURRENT LIABILITIES                                                         2,037,886         1,602,891
                                                                                   -----------       -----------

 Noncurrent Liabilities
   Obligation under capital lease, less current portion                                  7,404            28,198
                                                                                   -----------       -----------

   TOTAL NONCURRENT LIABILITIES                                                          7,404            28,198
                                                                                   -----------       -----------

 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,
      5,701,211 (2002) and  5,437,811 (2001) shares issued and outstanding               5,701             5,438
   Additional paid-in capital                                                        3,956,739         2,880,446
   Common stock subscribed                                                              60,000                 -
   Accumulated deficit                                                              (4,873,779)       (3,716,395)
                                                                                   ------------       -----------

                                                                                      (851,339)         (830,511)
   Less Treasury stock, 10,000 common shares at cost                                   (25,000)                -
                                                                                   -----------       ------------

   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                               (876,339)         (830,511)
                                                                                   ------------       -----------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 1,168,951       $   800,578
                                                                                   ============      ===========
</TABLE>



                 See notes to consolidated financial statements.





                                       F-2
<PAGE>

<TABLE>
<CAPTION>
                                CORDIA CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                          For the Year Ended
                                                                             December 31,
                                                                     -----------------------------
                                                                         2002             2001
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
 Revenues
   Subrogation Service revenue, net                                  $ 2,837,346       $ 1,834,779
   Claims Administration income                                        2,597,467         1,948,903
   Telecommunications revenue                                            547,780                 -
   Other                                                                  22,667            33,750
                                                                     -----------       -----------

                                                                       6,005,260         3,817,432
                                                                     -----------       -----------

 Operating Expenses
   Resale and wholesale line charges                                     306,124                 -
   Payroll and payroll taxes                                           3,808,555         2,812,976
   Advertising and promotion                                             417,222           435,033
   Professional and consulting fees                                      884,919           502,772
   Depreciation                                                           74,595            41,601
   Insurance                                                             171,734           121,881
   Office expense                                                        203,811           277,892
   Telephone                                                             225,235            92,177
   Rent and building maintenance                                         342,897           152,915
   Outside Services                                                      620,589           296,039
   Other selling, general and administrative                             316,190           331,435
                                                                     -----------       -----------

                                                                       7,371,871         5,064,721
                                                                     -----------       -----------

 Operating Loss                                                       (1,366,611)       (1,247,289)
                                                                     -----------       -----------

 Other Income (Expenses)
   (Loss) on investments                                                 (97,347)         (187,848)
   Other income and expenses                                              (4,207)              267
   Interest expense                                                      (13,197)          (33,166)
                                                                     -----------       -----------

                                                                        (114,751)         (220,747)
                                                                     -----------       -----------

 Loss Before Income Taxes                                             (1,481,362)       (1,468,036)
                                                                     -----------       -----------
 Deferred Income Tax (Credit)                                                  -           (73,669)
                                                                     -----------       -----------

 Loss From Continuing Operations                                      (1,481,362)       (1,394,367)
                                                                     -----------       -----------

 Income (Loss) from Discontinued Operations
   Loss from operations of discontinued segments                         (13,815)         (284,417)
   Gain on disposal                                                      337,793                 -
                                                                     -----------      ------------
                                                                         323,978          (284,417)
                                                                      ----------       -----------

 Net Loss                                                            $(1,157,384)      $(1,678,784)
                                                                     ===========       ===========

 Loss per Share                                                      $     (0.21)          $ (0.31)
                                                                     ===========       ===========

 Weighted Average Shares Outstanding                                   5,603,952         5,403,494
                                                                     ===========       ===========
</TABLE>



                 See notes to consolidated financial statements.















                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                                                 CORDIA CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                               YEARS ENDED DECEMBER 31, 2002 AND 2001


                                              Common Stock                          Treasury Stock
                                         ---------------------  Additional  Common  --------------
                                         Number of               Paid-In     Stock     Number of           Accumulated
                                          Shares        Amount   Capital   Subscribed    Shares   Amount     Deficit       Total
                                         ---------      ------  ---------- ----------  --------  --------  -----------  -----------
<S>                                      <C>            <C>     <C>        <C>         <C>       <C>       <C>          <C>
Balance, January 1, 2001                 5,152,811      $5,153  $2,146,674         -         -          -  $(2,037,611) $   114,216

   Capital Contributions
        Increase in investments            280,000         280     242,085         -         -          -            -      242,365
        Related party debt forgiveness           -           -     236,800         -         -          -            -      236,800
        Common stock issued for
          consulting services                5,000           5     102,495         -         -          -            -      102,500
        Stock options issued for
          consulting services                    -           -     102,392         -         -          -            -      102,392
        Exercise of stock options            8,000           8      49,992         -         -          -            -       50,000


   Net (loss)                                    -           -           -         -         -          -   (1,678,784)  (1,678,784)
                                         ---------      ------  ----------   -------   -------   --------  -----------  -----------
   Balance, December 31, 2001            5,445,811       5,446  $2,880,438         -         -   $      -  $(3,716,395)    (830,511)

   Options granted and consulting
     expense
        Employees                                -           -      30,000         -         -          -            -       30,000
        Nonemployees                             -           -     420,156         -         -          -            -      420,156

   Options exercised
        Employees                           55,000          55     137,445         -         -          -            -      137,500
        Nonemployees                       190,000         190     444,810         -    10,000    (25,000)           -      420,000

   Common stock subscribed by
     nonaffiliates                               -           -           -    60,000         -          -            -       60,000

   Common stock issued to nonemployees
    For professional fees                   10,400          10      43,890         -         -          -            -       43,900

   Net Loss                                      -           -           -         -         -          -   (1,157,384)  (1,157,384)
                                         ---------      ------   ---------   -------   -------   --------  -----------  -----------
   Balance, December 31, 2002            5,701,211      $5,701  $3,956,739   $60,000    10,000   $(25,000) $(4,873,779) $  (876,339)
                                         =========      ======  ==========   =======   =======   ========  ===========  ===========
</TABLE>





                See notes to consolidated financial statements.











                                       F-4
<PAGE>



<TABLE>
<CAPTION>
                                            CORDIA CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                                 For the Year Ended
                                                                                                    December 31,
                                                                                           ------------------------------
                                                                                              2002                2001
                                                                                           -----------        -----------
<S>                                                                                        <C>                <C>
 Cash Flows From Operating Activities
   Net loss                                                                                $(1,157,384)       $(1,678,784)
   (Gain) on disposal of subsidiaries                                                         (337,793)                 -
   Adjustments to reconcile net loss to net cash
     used by operations
       (Gain) loss on investments                                                               97,347            187,848
       Consulting expense                                                                      450,156            204,892
       Professional fees                                                                        43,900                  -
       Depreciation expense                                                                     85,670             85,144
       Deferred income tax (credit)                                                                  -            (73,669)
        (Increase) decrease in assets
         Accounts receivable                                                                  (296,159)           (25,787)
         Prepaid expenses and other current assets                                             (51,610)           (11,430)
         Security deposits                                                                     (33,765)           (27,139)
       Increase (decrease) in liabilities
         Book overdraft                                                                         90,946                  -
         Accounts payable and accrued expenses                                                 993,156            627,694
         Unearned income                                                                      (262,639)           325,088
 Other current liabilities                                                                           -             (2,277)
                                                                                           -----------        -----------

     NET CASH (USED) BY OPERATING ACTIVITIES                                                  (378,175)          (388,420)
                                                                                           -----------        -----------

 Cash Flows From Investing Activities
     Decrease in loans receivable from affiliates                                               15,070             86,651
     Increase in loans receivable from affiliates                                                    -           (100,000)
     Increase in other loans receivable                                                       (139,735)                 -
 Decrease in other loans receivable                                                            106,086                  -
     Proceeds from sale of investments                                                          26,548            465,347
     Proceeds from increase in investments sold but not purchased                                    -             45,648
     Purchase of investments                                                                   (66,791)          (383,708)
 Purchase of property and equipment                                                           (135,533)           (94,285)
                                                                                           -----------        -----------

     NET CASH PROVIDED BY INVESTING ACTIVITIES                                                (194,355)            19,653
                                                                                           -----------        -----------

 Cash Flows From Financing Activities
     Proceeds from issuance of common stock                                                    607,000             50,000
     Payments of notes payable                                                                  (1,650)            (3,935)
     Payments of obligations under capital lease                                               (13,944)           (11,547)
     Proceeds from loans payable to affiliates                                                 459,744            326,399
     Payment of loans payable to affiliates                                                   (454,797)                 -
     Proceeds from loans payable - other                                                        41,823            138,563
     Payments of loans payable - other                                                         (16,224)                 -
                                                                                           -----------        -----------

    NET CASH PROVIDED BY FINANCING ACTIVITIES                                                  621,952            499,480
                                                                                           -----------        -----------

 Increase in Cash                                                                               49,422            130,713

 Cash, Beginning                                                                               185,348             54,635
                                                                                           -----------        -----------

 Cash, Ending                                                                              $   234,770        $   185,348
                                                                                           ===========        ===========

 Supplemental Disclosures of Cash Flow Information Cash paid during the year
   for:
    Interest                                                                               $    13,197        $    37,908
                                                                                           ============       ===========

Non Cash Investing and Financing Activities Issuance of 1,400,000 shares of
common stock:
     Increase in Investments In eLEC and Skyclub                                           $         -        $   242,365
eLEC securities exchanged in satisfaction of:
     Loans payable to affiliates                                                                     -             74,302
     Interest payable on loans payable to affiliates                                                 -             26,498
Related party debt forgiveness                                                                       -            236,800
 Capital lease obligations incurred to finance the purchase of equipment                             -             58,567
 During 2001, a loan payable to affiliate was transferred by the creditor to a
      third party.                                                                                   -            103,568
</TABLE>



                 See notes to consolidated financial statements.



                                       F-5
<PAGE>


                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

The Company
Cordia Corporation (formerly CyberOpticLabs, Inc.) ("Cordia") was organized on
June 22, 1988 and consummated an Initial Public Offering of its common stock on
March 15, 1989. On February 26, 1992, Cordia filed a current report on Form 8-K
reporting that it had ceased operations and was liquidating its assets to pay
off existing liabilities due to a lack of working capital.

On November 30, 2000, Cordia acquired all of the outstanding common stock of ISG
Group, Inc. ("ISG") and U.S. Direct Agency, Inc. ("USD") in exchange for
4,330,200 shares of Cordia's common stock (approximately 84 percent of Cordia's
common shares issued and outstanding). For accounting purposes, the transaction
has been treated as the acquisition of Cordia by ISG and USD, with ISG and USD
as the acquirer (reverse acquisition).

The acquisition of Cordia has been accounted for as a series of capital stock
transactions by ISG and USD. Accordingly, no goodwill has been recorded and no
pro-forma information has been provided.

During February 2001, Cordia increased its ownership interest in RiderPoint,
Inc., to approximately 80% and acquired 100% of the membership interests in
Webquill Internet Services, LLC ("Webquill") and approximately 19% of the
outstanding common stock of Skyclub Communications Holding Corp. During 2002,
Cordia sold its interest in Webquill and USD (and its subsidiaries RiderPoint
Inc., and RP Insurance Agency, Inc.). The accompanying financial statements
reflect the results of operations of Webquill and USD and subsidiaries as
discontinued business segments (see note 3).

Operations
Cordia conducts its continuing operations through its subsidiaries ISG (and its
wholly-owned subsidiaries Universal Recoveries, Inc. and U.L.A.E., Inc.) and
Cordia Communications Corp.

Universal Recoveries, Inc., doing business as Subrogation Partners, provides
insurance recovery and collections services, including subrogation, salvage and
deductible collections.

U.L.A.E., Inc., doing business as Claims Partners, is a third-party claims
administrator that provides claim management solutions to insurance companies.

Cordia Communications Corp. ("CCC"), a wholly-owned subsidiary, is a competitive
local exchange carrier that provides local and long distance telecommunications
services to businesses and individuals. The telecommunications services provided
by CCC are subject to significant regulation at the federal, state and local
levels. Delays in receiving required regulatory approvals or the enactment of
new adverse regulation or regulatory requirements may have a material adverse
effect upon the CCC. CCC was formed during 2001 and commenced operations during
2002.

Principles of Consolidation
The consolidated financial statements include the accounts of Cordia, CCC and
ISG and its subsidiaries for the years ended December 31, 2002 and 2001. The
consolidated financial statements also include the accounts of its discontinued
business segment for the year ended December 31, 2001 and the period January 1,
2002 through June 27, 2002 (date of disposal). All material intercompany
balances and transactions have been eliminated.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
principles 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.











                                       F-6
<PAGE>


                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (cont'd)

Basis of Presentation
These consolidated financial statements have been prepared assuming that Cordia
and its subsidiaries ("the Company") will continue as a going concern. The
Company has incurred substantial losses since its inception and also has a
deficiency in stockholders' equity as of December 31, 2002. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. As discussed in Note 12, during 2003, the Company sold its interests in
ISG and subsidiaries. As a result of this transaction, the Company's
stockholders' equity increased by approximately $1,556,000 (unaudited), the
Company disposed of business segments that have historically generated net
losses and working capital deficiencies, and the Company received a $750,000
note secured by 700,000 shares of the Company's common stock. In addition, the
Company's remaining business segment, CCC, was profitable in 2002. Accordingly,
management believes that the Company will be able to generate sufficient cash
flows to meet its obligations as they come due during 2003. Management of the
Company also intends to seek additional sources of capital, which sources may
include public and private sales of the Company's securities and additional
borrowings from affiliates and non-affiliates. Given current market conditions,
there is no guarantee that the Company will be able to obtain such funding when
needed, or that such funding, if available, will be obtainable on acceptable
terms. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Cash and Cash Equivalents
The Company classifies as cash and cash equivalents amounts on deposit in banks
and cash invested temporarily in various instruments with maturities of three
months or less at time of purchase.

Investments
The Company's investments in marketable equity securities have been recorded at
fair value, and are classified as trading securities.

Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. For
financial reporting purposes, depreciation is provided using straight-line and
accelerated methods over useful lives ranging from three to seven years.
Expenditures that significantly increase value or extend useful asset lives are
capitalized. Expenditures for maintenance, repairs and renewals of a minor
nature are charged against operations as incurred.

Revenue Recognition
Subrogation Service revenues consist of service fee income that is recognized
when funds are collected from third parties and the respective insurance files
are closed. Subrogation Service revenues are reported net of related service fee
expenses. For comparability purposes, 2001 revenues are presented on a net,
rather than a gross, basis. Other service income consists of claims
administration revenues that are recognized as earned over the lives of the
respective policies. Telecommunication income is recognized as services are
provided.

Amounts invoiced and collected in advance of being earned are recorded as
unearned income.

Advertising and Promotion
Advertising and promotion costs are expensed as incurred.

Bad Debt Expense
The Company provides for estimated losses on accounts receivable, using the
allowance method, based on prior bad debt experience and a review of existing
receivables.








                                       F-7
<PAGE>


                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (cont'd)

Stock-Based Compensation
The Company accounts for employee stock options in accordance with Accounting
Principles Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to
Employees." During 2001, the Company did not recognize any compensation expense
related to employee stock options in accordance with APB 25 because no options
were granted at a price below the market price on the day of grant. During 2002,
the Company recognized $30,000 of compensation expense related to employee stock
options.

In 1996, FAS No. 123, "Accounting for Stock-Based Compensation," prescribed that
the recognition of compensation be based on the fair value of options on the
grant date, and allowed companies to continue applying APB 25 if certain pro
forma disclosures are made assuming hypothetical fair value method application.
See Note 6 for pro forma disclosures required by FAS No. 123 plus additional
information on the Company's stock options.

Income Taxes
The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on temporary differences between the financial
statement carrying amounts and the tax bases of assets and liabilities using
enacted tax rates in effect for the years in which the differences are expected
to reverse.

Reclassifications
Certain amounts in the 2001 consolidated financial statements have been
reclassified to conform with the current period presentation (see Note 3).

Loss Per Share
Loss per share is computed based on the weighted average number of shares
outstanding during each year (5,603,952 during 2002 and 5,403,494 during 2001).
No changes in the computations of diluted earnings per share amounts are
presented because there were no capital stock transactions that would serve to
dilute common shares.

Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 revises the guidance for business combinations, eliminates
the pooling method and is effective for business combinations occurring after
June 15, 2001. SFAS No. 142 eliminates the amortization requirement for goodwill
and certain other intangible assets and requires that such assets be reviewed
periodically for impairment. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. Neither of these standards is anticipated to
have a material impact on the Company's financial position or results of
operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and their
associated retirement costs. The standard applies to legal obligations
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and (or) normal use of the asset. This
standard is effective for fiscal years beginning after June 15, 2002. This
standard is not anticipated to have a material impact on the Company's financial
position or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This statement
also extends the reporting requirements to report separately, as discontinued
operations, components of an entity that have either been disposed of or are
classified as held-for-sale.









                                       F-8
<PAGE>



                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (cont'd)

SFAS No. 144 is effective for fiscal years beginning after December 15, 2001.
The Company adopted SFAS 144 for the year ended December 31, 2002, see Note 3.

In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS
146). SFAS 146 requires that a liability for a cost associated with an exit of
disposal activity be recognized when the liability is incurred. SFAS 146
requires that the initial measurement of a liability be at fair value. The
Company adopted SFAS 146 effective October 1, 2002 and does not believe that
SFAS 146 has a material impact on its consolidated results of operation and
financial position.

In January 2003, the FASB issued Statement of Financial Accounting Standards No.
148, Accounting for Stock-Based Compensation- Transition and Disclosure, which
amends FASB Statement No. 123, Accounting for Stock-Based Compensation. In
response to a growing number of companies announcing plans to record expenses
for the fair value of stock options, Statement 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends
the disclosure requirements of SFAS 123 to require more prominent and more
frequent disclosures in financial statements about the effects of stock-based
compensation. The Company does not expect that adoption of SFAS 148 will have a
material impact on its consolidated results of operations and financial
position.


NOTE 2 - INVESTMENTS

Trading Securities
At December 31, 2002 and 2001, investments included common shares of eLEC
Communications Corp. ("eLEC"). At December 31, 2001, the Company held a short
position in the equity securities of McData Corp. of $50,229. 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.

The cost of securities sold is based on the specific identification method. The
following is a reconciliation of loss on investments from continuing operations
during the years ended December 31, 2002 and 2001.


                                                   2002             2001
                                                  -----
       Net change in unrealized (losses)       $ (21,129)        $ (23,154)
       Realized (losses)                         (76,218)         (164,694)
                                               ---------         ---------

       Total                                   $ (97,347)        $(187,848)
                                               =========         =========

During the years ended December 31, 2002 and 2001, the Company realized proceeds
of $9,457 and $611,895 ($511,095 cash and $100,800 non-cash), respectively, from
the sale of investments.

Other Investments
During February 2001, Cordia exchanged 1,400,000 shares of its common stock,
issued under Section 4(2) of the Securities Act of 1933, for:

(a) Approximately 37% of the common stock of RiderPoint Inc. ("RiderPoint") not
    owned by USD;
(b) 600,000 shares (approximately 19%) of the common stock of Skyclub,
    ("Skyclub");
(c) 100% of the outstanding membership interests in Webquill; and










                                       F-9
<PAGE>


                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 2 - INVESTMENTS (cont'd)

(d) 200,000 restricted common shares of eLEC.

The February 2001 purchase of RiderPoint's common stock has been accounted for
as a recapitalization of the Company's stockholders' equity.

Skyclub and Webquill are entities under common control with the Company.
Accordingly, these transactions have been recorded by the Company at Skyclub's
and Webquill's historical cost. During 2002, the Company wrote-off its $42,365
investment in Skyclub.


NOTE 3 - SALE OF BUSINESS SEGMENTS

On June 27, 2002, the Company sold for $1,000 in cash, (a) its common stock
equity interests in RiderPoint,. and its subsidiary, RP Insurance Agency, Inc.,
and (b) its 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. The Company recognized a gain of $337,793 on the
sale of these interests. As a result of the sale of these business segments, the
Company's net operating loss for Federal income tax reporting purposes decreased
by approximately $1,940,000.

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
                                             ========       =======   ========

The accompanying consolidated balance sheet at December 31, 2001 includes the
following assets and liabilities of discontinued business segments RiderPoint,
RP Insurance Agency, Inc. and Webquill:

            Current assets
              Cash                                              $  1,257
              Accounts receivable                                  2,364
              Loan payable to affiliate                            1,979*
              Prepaid expenses and other current assets              250
                                                                --------
                                                                   5,850
                                                                --------
            Property and equipment
              Office equipment                                    45,434
              Furniture & fixtures                                55,198
                                                                --------
                                                                 100,632
              Less: Accumulated depreciation                     (66,295)
                                                                --------
                                                                  34,337
                                                                --------
            Total assets                                        $ 40,187
                                                                ========






                                      F-10
<PAGE>


                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001





NOTE 3 - SALE OF BUSINESS SEGMENTS (cont'd)

            Current liabilities
              Accounts payable and accrued expenses            $ 98,419
              Loans payable to parent and subsidiaries           84,724*
              Loans payable to affiliates                        31,000
              Other loans payable                               212,892
                                                               --------
                                                                427,035

            Accumulated deficit                                (386,848)
                                                               --------

            Total liabilities and stockholders' equity         $ 40,187
                                                               ========

              * Eliminated in consolidation.

Loss from operations of discontinued business segments includes the following:

                                             Year Ended December 31,
                                             -----------------------
                                             2002               2001
                                             ----               ----

            Revenues                         $ 3,568        $ 81,810

            Loss before income taxes         $17,383        $284,417

The 2001 statement of operations was reclassified to give retroactive effect to
the sale of the business segment.

NOTE 4 - RELATED PARTY TRANSACTIONS

During 2002 and 2001, the Company paid $21,000 and $24,000, respectively, to
eLEC for office rent.

The Company periodically borrows funds from shareholders and affiliates of
shareholders. The loans bear interest at the rate of 12% per annum and are
payable on demand. Interest expense resulting from related party loans totaled
approximately $10,000 and $33,000 during the years ended December 31, 2002 and
2001, respectively.

During 2001, the Company repaid $311,102 of loans payable to an affiliate of one
of its officer/shareholders and related accrued interest of $26,498 in exchange
for shares of eLEC common stock having a fair market value of $100,800. The
excess of the obligations extinguished over the value of the eLEC common stock
has been accounted for as a $236,800 contribution of capital.











                                      F-11
<PAGE>


                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001





NOTE 5 - LONG-TERM DEBT
<TABLE>
<CAPTION>
Long-term debt consists of the following at December 31, 2002 and 2001:

                                                                                   2002             2001
                                                                                   ----             ----
            <S>                                                                    <C>              <C>
            During 2001, the Company leased office equipment ($58,567, less
            accumulated depreciation of $23,101 and $11,388 at December 31, 2002
            and 2001, respectively) under a non- cancelable capital lease. The
            lease expires during 2004, bears interest at the rate of 10% per
            annum and provides for aggregate monthly payments of $1,890.  The
            lease is secured by the acquired asset.                                $33,076         $47,020

            The Company financed the purchase of a vehicle with a note that
            bears interest at the rate of 9% per annum,
            final payment due in 2002.                                                   -           1,650
                                                                                   -------         -------

                                                                                    33,076          48,670

            Less: Current portion                                                   25,672          20,472
                                                                                   -------         -------


                                                                                   $ 7,404         $28,198
                                                                                   =======         =======
</TABLE>


Annual payments under the capital lease obligation are due as follows:
<TABLE>
<CAPTION>
              Years ending
              December 31,
              ------------
              <S>                                                             <C>
                  2003     (including three months arrears)                   $28,347
                  2004                                                          7,559
                  ----                                                        -------

                  Total                                                        35,906
                  Less: Deferred interest                                       2,830
                                                                              -------

                                                                              $33,076
                                                                              =======
</TABLE>
NOTE 6 - STOCKHOLDERS' EQUITY

During June 2002, Cordia approved a 5-for-1 reverse split of its 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, prior to the reverse acquisition transaction described in
Note 1, Cordia issued warrants to purchase 112,000 shares of its common stock.
The warrants have an exercise price of $2.50 per share and expire during the
period from July through September 2002. All 112,000 warrants were never
exercised and expired during 2002.

Effective January 5, 2001, the Company established the 2001 Equity Incentive
Plan (the "Plan"). The total number of shares of Cordia's common stock issuable
under the Plan is 5,000,000, 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:










                                      F-12
<PAGE>


                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 6 - STOCKHOLDERS' EQUITY (cont'd)
<TABLE>
                                                         Stock Options            Exercise Price
                                                         -------------            --------------
              <S>                                        <C>                      <C>
              Balance, January 1, 2001                         -0-                 $    -0-

              Granted: With 3-year vesting                   221,000                    7.50
                             With immediate vesting          166,000                2.50 to 15.00

              Exercised and forfeited:                        (8,000)                   6.25
                                                            --------

              Balance, December 31, 2001                     379,000

              Granted: With immediate vesting                150,000                2.00 to 2.50
              Exercised and forfeited                       (383,000)               2.00 to 15.00
                                                            --------

              Balance, December 31, 2002                     146,000                2.50 to 11.25
                                                            ========
</TABLE>
In electing to follow APB 25 for expense recognition purposes, the Company is
obliged to provide the expanded disclosures required under FAS No. 123 for
stock-based compensation granted in 1996 and thereafter. The fair value of the
employee stock options granted during 2002 and 2001 was estimated to be $102,000
and $1,613,550, respectively, based on the Black-Scholes option valuation model.
For purposes of pro forma disclosures, stock-based compensation is amortized to
expense on a straight-line basis over the vesting period.

The following table compares 2002 and 2001 results as reported to the results
had the Company adopted the expense recognition provisions of FAS No. 123:
<TABLE>
<CAPTION>
                                                        As reported             Pro Forma
                                                        -----------             ---------
              <S>                                       <C>                     <C>
              2002
              ----
              Net loss                                  $1,157,384               $1,141,934
              Loss per share                                   .21                      .20

              2001
              ----
              Net loss                                  $1,678,784               $2,312,567
              Loss per share                                   .31                      .43
</TABLE>
The Company also issued 25,000 shares of its common stock under a separate
consulting agreement during 2001. The Company recognized a consulting expense of
$102,500 during 2001 based on the fair market value of the shares on the date of
grant.


NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash, accounts receivable and trading
securities. Concentrations with regard to accounts receivable are limited due to
the Company's large customer base.

The carrying amounts of cash, accounts receivable, trading securities, accounts
payable and accrued expenses approximate fair value due to the short-term nature
of these items. The carrying amount of debt also approximates fair value since
the interest rates on these instruments approximate market interest rates.










                                      F-13
<PAGE>

NOTE 8 - INCOME TAXES

The tax effect of the temporary differences that give rise to deferred tax
assets and liabilities as of December 31, 2002 and 2001 was as follows:
<TABLE>
<CAPTION>
                                                                 2002               2001
                                                                 ----               ----
            <S>                                               <C>             <C>
            Deferred income tax assets:
              Accounts payable and accrued expenses           $   527,683     $   355,155
              Unearned income                                      33,333         142,350
              Investments                                          26,365          31,006
              Net operating loss carryover                      1,119,082       1,247,502
              Less: Valuation allowance                        (1,506,430)     (1,671,997)
                                                              -----------     -----------

                                                                  200,033         104,016
                                                              -----------     -----------

              Deferred income tax liabilities:
              Accounts receivable                                 151,026          83,704
              Prepaid expenses and other current assets            33,202           3,412
              Accumulated depreciation                             15,805          16,900
                                                              -----------     -----------

                                                                  200,033         104,016
                                                              -----------     -----------

               Net deferred income tax liability              $         -     $         -
                                                              ===========     ===========
</TABLE>
The consolidated financial statements have been presented on the accrual method
of accounting. For income tax reporting purposes, the Company is on the cash
method. Accordingly, for income tax purposes, certain revenues and related
assets are recognized when received rather than when earned, and certain
expenses are recognized when paid rather than when the obligation is incurred.

Cordia and its subsidiaries have incurred losses since inception that have
generated net operating loss carryforwards aggregating approximately $2,800,000
at December 31, 2002 for federal and state income tax purposes. These
carryforwards are available to offset future taxable income and expire at
various dates through 2022 for income tax purposes. These losses are subject to
limitation on future years' utilization. The Company experienced a decrease in
its net operating loss carryforward during 2002 due to the sale of RiderPoint
(approximately $1,940,000), offsetting the net operating loss carryforward
increase during 2002 as a result of current year net operating losses.

In consideration of the uncertainty about the Company's ability to realize the
benefit of their deferred tax assets, the accompanying financial statements
reflect a valuation allowance of $1,506,430 and $1,671,997 at December 31, 2002
and 2001, respectively, to fully offset the deferred tax benefit amount.

The components of income tax expense (benefit) were as follows:

                                                     2002            2001
                                                     ----            ----

            Deferred:
              Federal                              $   -           $(62,619)
              State                                    -            (11,050)
                                                   -------         --------
                                                   $   -           $(73,669)
                                                   =======         ========











                                      F-14
<PAGE>

                       CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 8 - INCOME TAXES (cont'd)

A reconciliation of the difference between the expected income tax rate using
the statutory federal tax rate and the Company's effective tax rate was as
follows:
<TABLE>
<CAPTION>
                                                                2002            2001
                                                                ----            ----
            <S>                                               <C>             <C>
            U.S. Federal income tax statutory rate               34.0%            34.0%
            Investments                                          (7.2)            11.4
            NOL of discontinued business segments               (44.6)             -
            Consulting fees expense                              30.4             11.7
            Change in valuation allowance, net                    9.5            (74.6)
            State income taxes, net of federal benefit            -                6.0
            Other, net                                          (22.1)            15.7
                                                              -------

            Effective tax rate                                     - %             4.2%
                                                              =======         ========
</TABLE>

NOTE 9 - EMPLOYEE BENEFIT PLAN

Universal Recoveries, Inc. has a defined contribution (SIMPLE SRA) plan covering
all eligible employees. Universal Recoveries, Inc. matches up to 3% of eligible
employee compensation, up to a maximum of the respective employee's elective
deferral. During the years ended December 31, 2002 and 2001, employer
contributions to the plan amounted to $8,090 and $9,066, respectively.


NOTE 10 - COMMITMENTS

Operating Leases
The Company is committed for annual rentals under non-cancelable operating
leases for its office space, as well as office and transportation equipment that
expire at various times through 2005. Future minimum rental commitments under
these leases for years subsequent to December 31, 2002 are as follows:

              Year Ending
              December 31:
              ------------
                 2003                             $221,736
                 2004                               77,472
                 2005                                4,417
                                                  --------
                 Total                            $303,625
                                                  ========

Rent expense from continuing operations was approximately $280,000 and $141,000
for the years ended December 31, 2002 and 2001, respectively.

Cash
The Company maintains its cash in various banks. Accounts at each bank are
guaranteed up to certain insurance limitations. Uninsured cash bank balances at
December 31, 2002 approximated $460,000, which exceeded book balances
principally due to outstanding checks.









                                      F-15
<PAGE>


                      CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 11 - SEGMENT INFORMATION AND CONCENTRATIONS

As discussed in Note 1, the Company conducts its operations through different
business segments. Operating segments are defined as components of an enterprise
for which separate financial information is available that is evaluated
regularly by the chief operating decision maker(s) in deciding how to allocate
resources and in assessing performance. A summary of financial information by
business segment follows:
<TABLE>
<CAPTION>
                                                           Segment Operating
                                             Revenues        Profit/(Loss)             Total Assets*
                                             --------        -------------             ------------
            <S>                             <C>             <C>                        <C>
            2002
            Subrogation services            $2,837,346        $(1,071,631)                $607,596
            Claims administration            2,597,468            781,780                  265,130
            Telecommunications                 547,780            (65,985)                 276,814
            Outsourcing and other               22,667         (1,010,775)                  19,411
                                            ----------        -----------               ----------

            Total per financial statements  $6,005,261        $(1,366,611)              $1,168,951
                                            ==========        ===========               ==========

            2001
            Subrogation services            $1,834,779        $  (899,861)              $  392,255
            Claims administration            1,948,903            288,861                  269,376
            Telecommunications                   -                 (1,446)                    -

            Outsourcing and other               33,750           (634,843)                 100,739
                                            ----------        -----------               ----------
                                            $3,817,432        $(1,247,289)                 762,370
                                            ==========        ===========
            Discontinued segments                                                           38,208
                                                                                        ----------
            Total per financial statements                                              $  800,578
                                                                                        ==========
</TABLE>

              *After elimination of inter-company balances.

One and two insurance companies accounted for approximately 28% and 48% of total
subrogation service and fee revenues during the years ended December 31, 2002
and 2001, respectively. One insurance company accounted for approximately 88%
and 100% of claims management services during 2002 and 2001, respectively.


NOTE 12 - SUBSEQUENT EVENTS

Sale of ISG
On March 3, 2003, Cordia sold its equity interests in ISG to West Lane Group
Inc., a company owned by the 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 is payable on or before March
3, 2005, and is secured by 700,000 shares of Cordia's common stock owned by West
Lane Group, Inc.

The following is a summary of the sale transaction (unaudited):

             Assets sold                                             $ (777,913)
             Liabilities sold                                         1,659,634
             Note received                                              750,000
             Write-off of inter-company receivables and payables        (76,082)
                                                                      ---------

             Gain on sale, before income taxes                       $1,555,639
                                                                     ==========

The Company's net operating losses are expected to offset the gain on sale of
ISG.








                                      F-16
<PAGE>


                      CORDIA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 12 - SUBSEQUENT EVENTS (cont'd)

As a result of the sale of ISG, (a) employee stock options to purchase 83,000
common shares of the Company at $7.50 per share expired, and (b) the Company's
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.

The accompanying consolidated balance sheets at December 31, 2002 and 2001
include the following assets and liabilities of ISG:
<TABLE>
<CAPTION>
                                                                         2002              2001
                                                                         ----              ----
           <S>                                                         <C>               <C>
           Current Assets
                Cash                                                  $  164,527        $  182,065
                Accounts receivable, net                                 377,568           206,897
                Investments                                                  886            23,054
                Prepaid expenses and other current assets                 17,512             9,137
                Loans receivable from affiliates                          31,899            15,071
                Loans receivable from parent and subsidiaries*                 -             5,446
                                                                      ----------        ----------

                Total current assets                                     592,392           441,670
                                                                      ----------        ----------

            Property and equipment
                Office equipment                                         218,015            91,028
                Equipment - capital leases                                58,567            58,567
                Vehicles                                                  16,743            16,743
                Furniture and fixtures                                    98,376            97,936
                                                                      ----------        ----------
                                                                         391,701           264,274

                Less: Accumulated depreciation                           138,506            66,006
                                                                      ----------        ----------

                                                                         253,195           198,268
                                                                      ----------        ----------
            Other assets
                Security deposits                                         27,139            27,139
                                                                      ----------        ----------

                Total assets                                          $  872,726        $  667,077
                                                                      ==========        ==========

            Current Liabilities
                Book overdraft                                        $   90,946        $        -
                Accounts payable and accrued expenses                  1,319,207           624,210
                Securities sold but not purchased                          -                50,229
                Obligation under capital lease, current portion           25,672            18,822
                Current portion of long-term debt                          -                 1,650
                Unearned income                                           83,333           355,876
                Loans payable to affiliates                                9,744             -
                Loans payable to parent and subsidiaries*                 76,082             1,082
                                                                      ----------        ----------

                Total current liabilities                              1,604,984         1,051,869
                                                                      ----------        ----------

            Obligation under capital lease, less current potion            7,404            28,198
                                                                      ----------        ----------

            Accumulated deficit                                         (739,662)         (412,990)
                                                                      ----------        ----------

                Total liabilities and accumulated deficit             $  872,726        $  667,077
                                                                      ==========        ==========
</TABLE>









                                      F-17
<PAGE>

NOTE 12 - SUBSEQUENT EVENTS (cont'd)


*Eliminated in consolidation.
See Note 11 for revenue and operating profit segment information of ISG
(subrogation services and claims management) for the years ended December 31,
2002 and 2001.


License Agreement
On March 3, 2003, Cordia entered into a licensing agreement with ISG whereby ISG
purchased an unlimited license to certain software owned by Cordia. The license
agreement provides for ISG to pay Cordia $100,000 on execution of license
agreement, plus $6,000 per month (including interest) for a period of
twenty-five months. Cordia shall provide software updates and maintenance as
necessary, during this twenty-five month period.

Sale of Common Stock
Pursuant to a private offering of its common stock, the Company collected
$60,000 during 2002 and issued 60,000 common shares in 2003. The Company also
collected $44,500 during February 2003 for which no common shares have as yet
been issued.


























                                      F-18