UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549





FORM 10-QSB/A



AMENDMENT NO. 1





(Mark One)



[X] Quarterly report under Section 13 or 15(d) of the Securities exchange Act of 1934



For the quarterly period ended June 30, 2004



[ ] Transition report under Section 13 or 15(d) of the Exchange Act



For the transition period from ___________ to ___________.



Commission File Number: 33-23473



CORDIA CORPORATION

-----------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada                                         11-2917728
-------------------------------            ------------------------------------
(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

Incorporation or Organization)



2500 Silverstar Road, Suite 500, Orlando, Florida 32804
----------------------------------------------------------------------
(Address of Principal Executive Offices)
866-777-7777
---------------------------
(Issuer's Telephone Number, Including Area Code)



APPLICABLE ONLY TO ISSUERS INVOLVED IN

BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS



Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.



Yes [X] No [ ]



APPLICABLE ONLY TO CORPORATE ISSUERS



As of Aug 6, 2004, there were 4,541,210 shares of the issuer's common stock outstanding.



Transitional Small Business Disclosure Format (check one):



Yes [ ] No [X]











Item 1.  Financial Statements.

CORDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



June 30,         December 31,
                                                                                        2004                 2003
                                                                                    -----------        -----------
                                                                                    (unaudited)
                                     ASSETS
 Current Assets
   Cash                                                                            $    104,424      $     111,288
   Accounts receivable, less allowance for doubtful accounts of
       $153,251 (2004) and $111,167 (2003)                                            1,051,504            600,840
   Prepaid expenses and other current assets                                            282,341

193,157
   Loans receivable from affiliates                                                           -             30,000
                                                                                     -----------       -----------
   TOTAL CURRENT ASSETS                                                               1,438,269

935,285
                                                                                     -----------       -----------



Property and equipment at cost

Office equipment                                                                  128,403             39,759

Less: Accumulated depreciation                                                     28,273             10,241                           
                                                                                   -----------       -----------
   NET PROPERTY AND EQUIPMENT                                                         100,130             29,518
                                                                                   -----------       -----------
 Other Assets
    Notes Receivable                                                                        -            595,000
    Security Deposits                                                                  49,064             77,414
                                                                                   -----------       -----------
    TOTAL OTHER ASSETS                                                                 49,064            672,414
                                                                                   -----------       -----------
   TOTAL ASSETS                                                                    $1,587,463      $   1,637,217
                                                                                   ===========       ===========
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 Current Liabilities
   Accounts payable and accrued expenses                                           $2,097,091      $   1,427,576
   Unearned income                                                                    206,363            181,763
   Loans payable to affiliates                                                         28,074              8,074
   Loans payable-other                                                                 57,000             57,000
                                                                                   -----------       -----------
   TOTAL CURRENT LIABILITIES                                                        2,388,528          1,674,413
                                                                                   -----------       -----------

Commitments and Contingencies

Stockholders' Equity (Deficit)
   Preferred stock, $.001 par value; 5,000,000 shares authorized,
     no shares issued and outstanding                                                        -                 -
   Common stock, $.001 par value; <R>100,000,000</R> shares authorized,
      4,541,210 (2004) and  6,156,211 (2003) shares issued and outstanding               4,541             6,156
   Additional paid-in capital                                                        3,660,087         4,271,622
   Accumulated deficit                                                              (4,440,693)       (4,289,974)
                                                                                   ------------       ----------



(776,065)          (12,196)                                                 
   Less Treasury stock, 10,000 common shares at cost                                   (25,000)          (25,000)
                                                                                   -----------       -----------
   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                               (801,065)         (37,196)
                                                                                   ------------      -----------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $ 1,587,463       $ 1,637,217
                                                                                   ===========       ===========



See notes to condensed consolidated financial statements.

#





CORDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the Six Months Ended     For the Three Months Ended
                                                       June 30,                        June 30,
                                                  2004            2003            2004           2003
                                              ------------    ------------    ------------    -----------
Revenues

Telecommunications Revenue                   $  3,397,671    $  1,380,817    $   1,818,242   $    776,243

Other                                             315,716          58,593          126,713         40,575
                                              ------------    ------------    ------------    -----------



3,713,387       1,439,410        1,944,955        816,818

------------    ------------    ------------    -----------
Operating Expenses
  Resale and wholesale line charges             1,598,381          664,141         802,611        366,950

Payroll and payroll taxes                       946,267          346,509         473,283        185,393         
  Advertising and promotion                       648,331          310,506         342,016        239,342
  Professional and consulting fees                 81,352          183,061          34,856         70,299        
  Depreciation                                     18,032            2,779           9,012          1,531

Insurance                                        80,131           34,331          37,815         16,265

Office expense                                   39,907           20,427          20,115         11,849

Telephone                                        43,596           29,834          27,179         16,065

Rent and building maintenance                    78,715           27,883          41,570         14,113          
  Other selling, general and administrative       322,393          212,999         166,286        118,295         
                                              ------------    ------------    ------------    -----------
                                                3,857,105        1,832,470       1,954,743      1,040,102        
                                              ------------    ------------    ------------    -----------
Operating Loss                                   (143,718)        (393,060)         (9,788)     (223,284)
                                              ------------    ------------    ------------    -----------
Other Income (Expenses)
  Gain on investments                                   -            3,750               -           950         
  Interest income (expense)                        (5,746)           6,767          (2,705)        3,471

Other expenses                                   (1,255)               -          (1,100)            -
                                              ------------    ------------    ------------    -----------
                                                   (7,001)          10,517          (3,805)        4,421         
                                              ------------    ------------    ------------    -----------

Loss From Continuing Operations                  (150,719)        (382,543)        (13,593)     (218,863)      
                                              ------------    ------------    ------------    -----------
Income (Loss) from Discontinued Operations
  Gain on Disposal of subsidiary                        -        1,554,306               -              -
  Loss from operations of discontinued

Segments                                            -         (140,726)              -              -
                                              ------------    ------------    ------------    -----------
                                                        -        1,413,580               -              -      
                                              ------------    ------------    ------------    -----------
Net (Loss) Income                             $  (150,719)     $ 1,031,037   $     (13,593)   $ (218,863)

============    ============    ============    ===========
Basic and diluted Income(Loss) per Share      $     (0.03)    $       0.18   $     (0.003)     $    (0.04)
                                              ============    ============    ============    ===========
Weighted Average Shares Outstanding              4,968,577       5,792,747       4,534,512      5,811,973
                                              ============    ============    ============    ===========

See notes to condensed consolidated financial statements.





#



CORDIA CORPORAT1ION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Six Months Ended
                                                                                       June 30,
                                                                                  2004           2003
                                                                              ----------     -----------
 Cash Flows From Operating Activities
   Net(loss) from continuing operations                                       $ (150,719)     $ (382,543)   
   Adjustments to reconcile net(loss) to net cash
     provided (used) by operations: 
       (Gain)on investments                                                            -          (3,750)         
       Compensatory stock expense                                                 45,600         104,704         
       Provision for bad debts                                                    42,084          43,974

Depreciation expense                                                       18,032           2,779          
      (Increase) decrease in assets:
         Accounts receivable                                                    (492,748)       (318,063)

Other receivables                                                             -          76,082
         Prepaid expenses and other current assets                              (122,934)        (67,047)
         Security deposits                                                        28,350         (28,173)             
       Increase (decrease) in liabilities:
         Accounts payable and accrued expenses                                   669,515         420,457         
         Unearned income                                                          24,600         130,963          
                                                                              ----------    ------------
     Net cash provided by continuing operations                                   61,780          20,617

Net cash (used) by discontinued operations                                        -         (79,029)

----------    ------------



NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                              61,780         (99,646)

----------    ------------
 Cash Flows From Investing Activities
   Decrease in other loans receivable                                                  -           1,750

Proceeds from sale of investments                                                   -           6,550         
   Purchase of property and equipment                                            (88,644)              -        
                                                                              ----------    ------------
    NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                             (88,644)          8,300       
                                                                              ----------    ------------
 Cash Flows From Financing Activities
   Net Proceeds from issuance and subscription of common stock                         -         38,500         
   Proceeds from loans payable to affiliates                                      20,000         48,372          
   Payment of loans payable to affiliates                                              -        (10,248)                 
                                                                              ----------    ------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                                     20,000         76,624         
                                                                              ----------    ------------
(Decrease) in Cash                                                               (6,864)        (14,722)        
 Cash, Beginning                                                                 111,288         70,243         
                                                                              ----------    ------------
 Cash, Ending                                                                 $  104,424     $    55,521
                                                                              ==========    ============









Supplemental Disclosures of Cash Flow Information

Cash paid during the year for:
    Interest                                                                  $    5,746     $     2,705
                                                                            ============     ===========
Non Cash Items:

Stock received by Company to satisfy:

Note receivable due of $595,000;

Accrued interest on note receivable of $33,750;                                                                     License fee payments due of $30,000                                 $   658,750        
                                                                    ============
                   See notes to condensed consolidated financial statements.

#









Note 1: Basis of Presentation

Our unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by accounting principals generally accepted in the United States of America. Therefore, these financial statements should be read in conjunction with the financial statements and related footnotes included in our Annual Report on Form 10-KSB for the most recent year-end. These financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly state the results for the interim periods reported. The results of operations for the three and six month periods ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year.

The consolidated financial statements include the accounts of Cordia Corporation (Cordia) and the accounts of our wholly owned subsidiaries Cordia Communications Corp. (CCC), My Tel Co, Inc (My Tel), and CordiaIP Corp. for the six months and three months ended June 30, 2004. The consolidated financial statements include the accounts of Cordia and CCC for the six and three months ended June 30, 2003 and Cordias discontinued business ISG Group, Inc (ISG) and its subsidiaries (Universal Recoveries, Inc. and U.L.A.E., Inc., both wholly-owned) for the period January 1, 2003 through March 3, 2003 (date of disposal). Cordia Corporation and its subsidiaries are collectively referred to herein as the Company. All material intercompany balances and transactions have been eliminated.



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 negative working capital and deficiency in stockholders equity as of June 30, 2004. These conditions raise substantial doubt about the companys ability to continue as a going concern. As discussed in Note 3, during 2003, the company sold its interest in ISG. As a result of this transaction, the Companys stockholders equity increased by approximately $1,556,000. The company disposed of business segments that historically generated net losses and working capital deficiencies. In addition the companys remaining business segment, CCC, was profitable in 2003 and for the three and six months ended June 30, 2004. Accordingly, management believes that the Company will be able to generate sufficient cashflows to meet its obligations as they come due during 2004. Management of the Company also intends to seek additional sources of capital, which sources may include public or 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.



Note 2: Investments



Cordia did not have any investments to report at June 30, 2004.  Cordia did, however, hold common shares of eLEC Communications Corp.  (eLEC) during fiscal year 2003 which were sold prior to December 31, 2003.  All investments were 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 statement of operations.



The cost of securities sold is based on the specific identification method. The realized gain on investments from continuing operations during the six-month period ended June 30, 2003 was $3,750.

















NOTE 3  Sale of Business Segments



On March 3, 2003, Cordia sold its equity interests in Insurance Subrogation Group, Inc. (ISG) to West Lane Group Inc., a company owned by the then current management of ISG for a purchase price of $750,000.  The purchase price was represented by a two-year promissory note, which bore interest at a rate of 6% per annum and was secured by 700,000 shares of Cordias stock owned by West Lane.  Cordia also entered into a licensing and services agreement, whereby ISG purchased an unlimited license to SubroAGS software. Upon execution of the licensing and services agreement, ISG paid Cordia $100,000 and pursuant to the terms of the agreement, agreed to make monthly payments of $6,000 (including interest) for a twenty-five (25) month period in exchange for Cordias agreement to provide software updates and maintenance as necessary during this period.





The following is a summary of the sale transaction of ISG:Assets sold                                             $ (872,726)
             Liabilities sold                                         1,615,335
             Note received                                              750,000
             Write-off of inter-company receivables and payables         61,697---------             Gain on sale, before income taxes                       $1,554,306==========

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



The following is a summary of the revenues and loss from operations of the discontinued business segments:



Six months ended                         Three months ended

June 30,                June 30,--------------------  ------------------2004     2003         2004     2003---------  ---------  ---------  -------          Revenues:

Subrogation Service Revenue,net             $       -  $ 631,361  $      -    $    -

Claims Administration income                        -    197,667         -         -

Other                                               -          -         -         -

----------  ---------  --------   -------

Total Revenues:                             $       -  $ 829,028  $      -    $    -



Loss before income taxes                    $       -  $(140,726) $      -    $    -



On February 6, 2004, Cordia entered into a Mutual Release and Satisfaction of Promissory Note and License Agreement whereby Cordia agreed to release West Lane of its payment obligations under the promissory note and licensing agreement in exchange for the return of 1,412,500 shares of Cordias Common Stock, a fifteen (15) month option to purchase 100,000 shares at a price of forty cents ($0.40) per share and the release of Cordias service obligations under the License Agreement.  In addition to Cordias release of West Lane, Cordia transferred all ownership interest to the technology and source code of SUBRO AGS software to West Lane.  The 1,412,500 shares were cancelled upon transfer to Cordia.  As a result, on that date, Cordias outstanding shares were reduced to 4,431,210.







Note 4: Stockholders' Equity

On May 23, 2003, Cordias shareholders voted to amend the 2001 Equity Incentive Plan (the Plan) by authorizing an additional 1,000,000 shares.  The total number of shares of Cordias common stock authorized for issuance under the Plan is 2,000,000, subject to adjustment for events such as stock dividends and stock splits.



A committee of the board of directors having full and final authority and discretion to determine when and to whom awards should be granted administers the Plan.  The committee will also determine the terms, conditions and restrictions applicable to each award.  Transactions under the Plan are summarized as follows:

Stock Options     Exercise Price-------------     --------------         Balance, December 31, 2003              928,000        $  .60 to 11.25
         Granted with 5 year vesting             200,000        $  .40
         Exercised                                     -        $
         Expired                                       -        $ -----------       ---------------         Balance, June 30, 2004                1,128,000        $  .40 to 11.25

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 for the six months ended June 30, 2004 and 2003 was approximately $80,000 and $407,000, respectively, based on the Black-Scholes option valuation model.  For purposes of pro forma disclosures, stock-based compensation is recognized over the vesting period as vesting requirements are fulfilled.



The following table compares the six months ended June 2004 and 2003 results as reported to the results had the Company adopted the expense recognition provisions of FAS No. 123:



As reported

Pro Forma

-----------       ----------

­2004

----

Net loss

$(150,719)        $(179,462)

Loss per share                 $(0.03)           $ (0.04)



2003

----

Net Income                     $1,031,037        $950,410

Income per share               $0.18             $0.16

The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the followingweighted-average assumptions for 2004 and 2003 respectivily,  expected volatility of 300% and 328%; risk-free rate of 3.33% and 2.5%; and expected life of 4 and 2.5 years.



The effects of applying SFAS 123 in the above pro forma disclosures are not indicative of future amounts as future amounts are likely to be affected by the number of grants awarded and since additional awards are generally expected to be made at varying prices.



On June 1, 2004 we issued a total of 10,000 shares of Cordias stock, to a current employee, when the market value was $0.36. As a result we recognized $3,600 as compensatory stock expense.

















Note 5: Commitments

As of June 30, 2004, the Company leased property at the following two locations: (1) approximately 2,840 square feet of office space for our offices in White Plains, New York at a rental price of $4,970 per month plus utilities for a term of five years, expiring December 31, 2008, with an increase in rent in years three and four and (2) approximately 4,000 square feet at our executive offices in Orlando, Florida at a rental price of $3,302 per month plus utilities on a month to month basis.  We anticipate leasing additional space during the third quarter of this fiscal year to house an inbound/outbound call center, development team, and technical support for our Voice over Internet Protocol business.



Note 6: Subsequent Events



On January 7, 2004, the Board of Directors of Cordia Corporation unanimously authorized Cordias management to spend an aggregate of $100,000 during 2004 to re-purchase Cordias common stock when market conditions are favorable for that purpose. As of June 30, 2004 Cordia had not re-purchased any of its stock. However, on July 14, 2004, Cordias management exercised the Boards authority and purchased 15,800 shares of Cordia common stock at a purchase price of $0.30 per share.