SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
April
3, 2009
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(Date of
Report: Date of earliest event reported)
Cordia Corporation
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(Exact
name of registrant as specified in its charter)
Nevada
33-23473
11-2917728
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---------------------------------
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(State
or other jurisdiction)
(Commission File
Number) (IRS Employer ID No.)
of
incorporation)
13275
W. Colonial Drive, Winter Garden, Florida 34787
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(Address
of principal executive office)
Registrant's telephone number, including area code:
866-999-9999
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
/_/
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/_/
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
/_/
Pre-commencement
communications pursuant to Rule 14-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
/_/
Pre-commencement
communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 4.02
NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS
OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM
REVIEW
On
March 25, 2009, Cordia Corporation, a Nevada corporation (the “Company”), filed
a Current Report on Form 8-K (the “Form 8-K”) with the Securities and Exchange
Commission (“SEC”), in which it reported, under item 8.01 a potential illegal
act identified by the Company’s independent registered public accounting firm,
Parente Randolph, LLC (“Parente”).
By
letter dated April 3, 2009, Lazar Levine & Felix LLP (“LLF”), the Company’s
previous independent registered public accounting firm, advised the Company that
due to the potential illegal act referred to in the Form 8-K, LLF can no longer
rely upon certain annual and interim representations made by the management of
the Company and is withdrawing its audit reports and completed interim reviews
with respect to the years ended December 31, 2007, 2006 and 2005 and interim
periods ended September 30, 2008, June 30, 2008 and March 31, 2008, previously
filed by the Company with the SEC.
On
April 8, 2009, the Company provided LLF with a copy of this Current Report on
Form 8-K prior to its filing with the SEC and requested that LLF furnish the
Company as promptly as possible with a letter addressed to the SEC stating
whether it agrees with the above statements and, if it does not agree, the
respects in which it does not agree. The Company will file by amendment to this
Current Report on Form 8-K any letter it receives from LLF in response to such
request within two business days of the Company’s receipt of such letter.
ITEM 4.01
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
February 16, 2009, LLF was acquired by Parente. In connection with such
acquisition, LLF advised the Company that it had merged its operations into
Parente and certain of the professional staff and partners of LLF joined
Parente, either as employees or partners. On February 16, 2009, and
concurrently with the resignation of LLF, the Company, through and with the
approval of its Audit Committee and Board of Directors, engaged Parente as its
independent registered public accounting firm.
On
April 7, 2009, Parente withdrew and resigned from its engagement to audit the
Company’s financial statements for the year ended December 31, 2008. As
stated in Parente’s resignation letter, a copy of which is filed as an exhibit
hereto, the resignation results from the Company’s alleged and potential illegal
acts related to its failure to file and remit tax returns in certain
jurisdictions and to remit the taxes due. As Parente was only recently
engaged by the Company, Parente has never issued any reports on the Company’s
financial statements. Prior to the resignation of Parente, there were no
disagreements between Parente and the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
On
April 8, 2009, the Company provided Parente with a copy of this Current Report
on Form 8-K prior to its filing with the SEC and requested that Parente furnish
the Company as promptly as possible with a letter addressed to the SEC stating
whether it agrees with the above statements and, if it does not agree, the
respects in which it does not agree. The Company will file by amendment to
this Current Report on Form 8-K any letter it receives from Parente in response
to such request within two business days of the Company’s receipt of such
letter.
ITEM 8.01
OTHER EVENTS.
The
Company has retained the law firm of Bevan, Mosca, Giuditta & Zarillo PC of
Watchung, New Jersey (“BMG&Z”), to advise it on the matters identified by
LLF and Parente. The Company is working closely with BMG&Z to remedy
failures on the part of the Company to file tax returns and to enter into
discussions with the tax authorities in each applicable jurisdiction with a view
toward minimizing any adverse consequences to the Company and its affiliates
from such failures and to try to negotiate a reasonable schedule for the payment
of any taxes due and any penalties that may be payable with respect thereto.
The Company anticipates the commencement of such discussions within the
next week and believes the Company may be eligible for tax amnesty programs in
certain jurisdictions.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits. The following exhibits are being furnished as part of this
Report.
Exhibit No.
Title of Document
99.1
Correspondence from LLF to Registrant, Registrant’s Chief
Financial Officer, and Registrant’s Audit Committee dated April 3, 2009
99.2
Correspondence from Parente to Registrant’s Board of Directors
dated April 7, 2009
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunder duly authorized.
Cordia
Corporation
By:
/s/ Kevin Griffo
Date:
April 8, 2009
Kevin
Griffo, Chief Executive Officer,
Duly
Authorized Officer