SecProbe.io

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Mail Stop 0407

      June 14, 2005

Joel Dupre
Chief Executive Officer
Cordia Corporation
445 Hamilton Avenue, Suite 408
White Plains, New York  10601

	Re:	Cordia Corporation
		Registration Statement on Form SB-2
		Filed May 17, 2005
		333-124996

		Form 10-KSB for the year ended December 31, 2004
		Filed March 29, 2005

		Form 10-QSB for the quarter ended March 31, 2005
		Filed May 11, 2005
		File No. 0-51202

Dear Mr. Dupre:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree with any of our
comments, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2
Prospectus Cover Page
1. We note that you refer to the "selling security holders" and
"selling shareholder."  Please revise your prospectus throughout
to
use one of these terms and ensure that the term you use is
singular.

Prospectus Summary

   Overview, page 1
2. We note your disclosure that you generate the "majority" of
your
revenue from telecommunications services.  Please disclose the
percent of your revenues attributable to providing these services.
In particular, please disclose the percent of your revenues that
are
attributable to retail telecommunications services.  Please also
disclose that you lease the network to enable you to provide the
telecommunications services you provide.
3. Your description of your web-based services is vague.  In this
regard, please clarify whether you install the software and
operate
each of the services you reference. For example, are you
responsible
for handling the customer service function for your customers?
Also,
do you sell these services to customers as a package or are
customers
able to select which services to purchase?  In addition, please
clarify terms such as "provisioning" and "margin integrity" so
that
investors not familiar with your industry will be able to
understand
these terms.
4. We note that you intend to offer Voice over Internet Protocol
services and that you expect to "commence our initial rollout of
VoIP
during 2005."  Please disclose when in 2005 you expect to offer
these
services and whether you expect to generate revenue from these
services in 2005.

Summary of Financial Information, page 2
5. Please disclose that your auditors have stated that you have
suffered recurring losses from operations that raise substantial
doubt about your ability to continue as a going concern.  Please
also
disclose your accumulated deficit of $4.1 million and your net
loss
for 2004.

   Risk Factors, page 2
6. Your risk factors must specifically address the risks related
to
the offering.  For example, consider whether the large number of
shares available for future sale under the registration statement
could adversely affect the market price of your common stock.
Please
revise accordingly.  We also note that under Section 1.1 of the
preferred stock purchase agreement between you and Barron that
Barron
has the ability to waive the 4.99% ownership limit at any time.
Please consider including a risk factor to address the potential
risk
if Barron waives this restriction.

Our dependency on underlying service providers . . ., page 3
7. For each of your wholesale agreements, please disclose the term
and whether these agreements may be terminated.  Please remove the
second sentence since this is mitigating language and please also
remove the mitigating language in the fourth sentence.  Please
also
quantify how the surcharges and higher costs have impacted your
business and please address whether you have had difficulty in the
past with regard to obtaining leases in order to "ensure the
continued supply of telecommunications offerings."  In addition,
the
disclosure you describe in the second paragraph appears to relate
to
a separate risk.  Accordingly, please move this disclosure under
an
appropriately titled caption.  Please also describe in that
separate
risk factor whether you have difficulty in the past with regard to
your dependence on ILECs to process your orders, etc.

Our lack of capital limits our ability to compete . . ., page 3
8. Please clarify what you mean by "a minimum level of market
penetration."  Also, please discuss in more specific terms your
competitors, particularly in the geographic markets where you
operate.

Government regulation of traditional telecommunications . . .,
page 4
9. Briefly describe how the carriers` obligations to competitive
local exchange carriers have adversely impacted you and disclose
how
your current agreements "have stretched [your] resources" and will
limit your growth.  Explain here or in MD&A why without your
recent
financing you may not have been able to comply with the financial
terms of your agreements with Verizon and Qwest.

Failure of customers to pay bills . . ., page 4
10. Most of your disclosure in the second paragraph is mitigating
disclosure.  Please delete all mitigating language and please
focus
your disclosure on the risk and how your business is impacted by
your
customers` failure to timely pay for services.

We are considered a penny-stock . . ., page 5
11. The risk you convey in the caption and the text is unclear.
It
appears that the risk is that the penny stock rules may result in
fewer brokers willing to make a market in your shares.  Please
revise.  Also, please delete your disclosure that the risk
disclosure
document is "prepared by the Securities and Exchange Commission."

We are not yet certified as being in compliance with the internal
control rules . . ., page 5
12. Please note that the compliance date for non-accelerated
filers
regarding amendments to the rules under Exchange Act that were
adopted pursuant to Section 404 of the Sarbanes-Oxley Act have
been
extended.  See SEC Release No. 33-8545 (March 2, 2005).

   Use of Proceeds, page 6
13. Disclose the aggregate proceeds that you will receive if
Barron
exercises all shares underlying Warrant A and B.

   Selling Security Holder, page 7
14. Disclose the aggregate consideration you received in the
private
placement.
15. Provide all of the information required by Item 507 of
Regulation
S-B.  For example, state the amount of securities of the class
owned
by the selling security holder prior to the offering, the amount
to
be offered for the selling security holder`s account, the amount
and
percentage of the class to be owned by the selling security holder
after completion of the offering.
16. Identify the natural persons who have voting or investment
control of Barron.  See #4S under Regulation S-K of the March 1999
Supplement to the Division of Corporation Finance: Manual of
Publicly
Available Telephone Interpretations.

17. Tell us in your response letter whether Barron is a registered
broker-dealer or an affiliate of a registered broker-dealer.  See
Rule 405 under the Securities Act.  Please note that when you
register private shares for resale, any broker-dealers or
affiliates
would not be eligible to be selling stockholders, and you would
have
to characterize the transaction as a primary offering with these
entities named as underwriters.

   Description of Securities, page 12
18. Please also disclose in this section the right of first
refusal
provision and the insider selling restriction contained in your
preferred stock purchase agreement with Barron.
19. We note your disclosure that your authorized capital stock
consists of 100,000,000 shares of common stock, however, Section
4.3
of your preferred stock purchase agreement with Barron indicates
that
your total authorized shares is 25,000,000.  Please revise or
advise
in your response letter.
20. Please revise the first sentence of the second paragraph to
indicate that the selling security holder is offering the
securities
and not you.
Series A Convertible Preferred Stock, page 12
21. Please disclose that the 1,500,000 of preferred shares is
convertible into an equal number of shares of common stock.
Please
also describe Barron`s ability to waive the 4.99% ownership
restriction.

Warrants, page 13
22. Explain how the warrants are to be adjusted if the company
fails
to meet the prescribed annual EBITDA requirements or if the
company
sells shares below $1.00 per share.

Description of Business, page 15

   Overview, page 15
23. Please enhance your discussion regarding how you generate
revenue.  In this regard, please disclose how many business
customers
you have and how many residential customers you have.  Do you
offer
bundled products to your customers?  Do you enter into agreements
with customers for the outsourcing of tasks such as customer
service?
24. Please describe the FCC`s recent ruling in greater detail.
For
example, clarify which elements of the network you are restricted
from accessing and clarify why the ruling "created an environment
of
uncertainty."
25. Describe the material terms of your agreements with Verizon
and
Qwest.  Also, file these agreements as exhibits or tell us in your
response letter why you are not required to file them as exhibits.
26. Similarly, please describe you agreement with Covad in greater
detail and file this agreement as an exhibit or tell us in your
response letter why you are not required to file this agreement as
an
exhibit.
27. We note your statement regarding the "widespread acceptance of
VoIP."  Clarify whether you believe that there already has been
widespread acceptance of VoIP  If so, address the publicized
problems
with VoIP service (e.g., inconsistent 911 service and outages).

Regulatory Issues, page 17
28. We note your disclosure in your management`s discussion and
analysis section regarding your telemarketing activities.  Please
discuss, if applicable, the impact that the recent Federal Trade
Commission rules regarding telemarketing has had on your business.
29. Update the disclosure in the first paragraph ("The
aforementioned
rates, terms and conditions are to remain effective until March
11,
2005...").

Cordia Communications Corp., page 17
30. Disclose when you expect to enter and generate revenue in the
markets you reference.

Cordia International Corp., page 19
31. Please disclose how many carriers you are in discussions with
in
the countries that you reference and clarify the nature of these
discussions.

   Management`s Discussion and Analysis or Plan of Operation, page
19
32. The disclosure in the first paragraph incorrectly references
the
safe harbor under the Private Securities Litigation Reform Act of
1995, which is not available for penny stock issuers.  Please
delete
the disclosure.
Plan of Operation, page 20
33. Since you are in the process of developing your VoIP service
and
other opportunities that you have identified, what aspects of your
business do you anticipate will contribute most to your revenues,
expenses, etc.?  Also, please describe in greater detail how you
expect your expansion into other markets in the US and abroad will
impact your business.
34. Please specifically address your ability to continue as a
going
concern and disclose what steps management intends to take to
remove
the going concern qualification from the audit opinion.
35. Explain how your agreements with Verizon and Qwest will allow
you
to expand retail service offerings into new territories during
2005.
Critical Accounting Policies and Estimates, page 21
36. Revise to include a discussion of your critical accounting
estimates here as opposed to relying upon incorporation by
reference.
Quarterly Comparison, page 22
37. Clarify your references to "new territories" and "new service
offerings during 2005."
Liquidity and Capital Resources, page 26
38. We note your disclosure that your ability to grow aggressively
is
limited because your new wholesale agreements require you to
maintain
current payments and keep a significant portion of your working
capital restricted.  Please provide more analysis regarding why
you
believe that your current cash and anticipated profits will
provide
you with sufficient liquidity to achieve your stated objectives in
2005.  You should describe your short-term and long-term cash
requirements, including the amounts of these requirements.  For
example, what do you anticipate your capital expenditures will be
for
the development of your operations?  Your discussion should focus
on
the funds necessary to maintain current operations, complete
projects
already underway, and achieve your stated objectives and plans.
Finally, you should discuss the sources of your short-term and
long-
term funding and the circumstances that are reasonably likely to
affect those sources of liquidity.  See Release No. 33-8056,
http://www.sec.gov/rules/other/33-8056.htm.

   Certain Relationships and Related Transactions, page 29
39. Disclose Mr. Minella`s ownership interest in Geil`s Ventures
LLC.
In addition, tell us in your response letter why you believe the
high
interest rates charged on both loans were market rate.

   Market for Common Equity and Related Stockholder Matters, page
30
40. Please update your table to provide the information for the
first
quarter of 2005.  See Item 201(a)(ii) of Regulation S-B.

   Executive Compensation, page 32
41. If any of your named executive officers held options as of
December 31, 2004, provide the option value table required by Item
402(d) of Regulation S-B.

   Signature Page
42. Please note that your principal financial officer must also
sign
the registration statement.  In your amended filing, please
indicate
who is signing in this capacity.  See the instructions for
signatures
of Form SB-2.

Form 10-KSB for the year ended December 31, 2004
Form 10-QSB for the quarter ended March 31, 2005

Item 8A. Controls and Procedures
43. Please note that your principal executive officer and
financial
officer are required to disclose their conclusions regarding the
effectiveness of your disclosure controls and procedures.
Accordingly, please clarify, if true, that your principal
accounting
officer is your principal financial officer.  See Item 307 of
Regulation S-B.
44. We note your disclosure that your certifying officers
evaluated
the effectiveness of your disclosure controls and procedures
"within
90 days of this Report . . ."  Please note that filings after
August
14, 2003 must comply with the disclosure requirements of revised
Item
307.   That is, you must disclose the conclusion of your
certifying
officers regarding the effectiveness of your disclosure controls
and
procedures as of the end of the period covered by the report,
based
upon the evaluation of these controls and procedures.  Please
revise
accordingly.
45. We note your disclosure that your "disclosure controls and
procedures are effective to ensure that material information
relating
to our Company is made known to management, including the CEO and
CAO, particularly during the period when our periodic reports are
being prepared . . ."  Please revise to state, if true, that your
disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that you file
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission`s
rules
and forms an