UNITED STATES
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
Date of Report (Date of earliest event reported) July 2, 2003
CORTEX SYSTEMS INC.
(Exact name of Registrant as specified in charter)
Nevada 333-72392 98-0353403
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
7263 E. San Alfredo
Scottsdale, AZ 85258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 596-4014
777 Royal Oak Drive Suite 310
Victoria, British Columbia
Canada V8X 5K2
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 23, 2003 Iceberg Food Systems Corp. (the "IFSC") and the two (2)
controlling shareholders of Cortex Systems Inc. (the "Issuer" or "CTXY"),
Kenneth H. Finkelstein and Ingrid C. Friesen, finalized a share purchase
agreement involving a class of securities registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act"). The following
material terms and conditions are reflected in the share purchase agreement
that has been adopted by the Board of Directors of both companies and ratified
by the controlling Shareholders of the Issuer in an action by written consent.
On the execution date of the share purchase agreement, IFSC and/or its
designee(s) will purchase an aggregate of 30,000,000 issued shares of CTXY
common stock (the "Purchased Shares"). In consideration for the Purchased
Shares, IFSC paid to the controlling shareholders of CTXY $50,000 in cash and
which the Company shall acknowledge as fair, just and reasonable compensation
for the Purchased Shares. The shares exchanged in this transaction are
restricted securities as that term is defined in Paragraph (a)(3) of Rule 144,
under the Securities Act of 1933, as amended (the "Securities Act").
The Agreement contains the basic terms and conditions set forth herein
together with such other representations, warranties, covenants, terms,
indemnities and conditions as would be usual and customary for a transaction of
this nature and which are mutually agreeable to the parties. In addition, the
Agreement shall be subject to review authorization by the appropriate state and
federal regulatory bodies.
There are no arrangements, known to the registrant, including any pledge
by any person of securities of the registrant or any of its parents, the
operation of which may at a subsequent date result in a change in control of
the registrant.
There are no loans or pledges obtained by the new control group for the
purpose of acquiring control.
CTXY has tendered to the IFSC the resignation of each of the officers and
directors of CTXY, Kenneth H. Finkelstein and Ingrid C. Friesen effective
seriatim on that date, with such vacancies filled by the nominees of CTXY, and
who shall serve until the next annual shareholder's meeting. The new directors
and officers of the registrant are to be as follows:
Name Position
---- --------
Jerry Brown President, Secretary, and Treasure
Alan Smith Director
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
a.) CHANGE OF ADDRESS
The new address for the Company is 7263 E. San Alfredo, Scottsdale,
Arizona 85258. The new telephone number for the business is 480-596-4014.
ITEM 7(c). EXHIBITS
99.1 Share Purchase Agreement executed June 23, 2003.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned here unto duly authorized.
Date: July 2, 2003
CORTEX SYSTEMS INC.
By:
/s/Jerry Brown
-------------------
Jerry Brown, President