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) November 4, 2003
BGR Corporation
(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
Cortex Systems, Inc.
777 Royal Oak Drive Suite 310
Victoria, British Columbia
Canada V8X 5K2
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 1, 2003, the board of directors of BGR Corporation approved a
purchase agreement with Deville, Inc., an Arizona corporation. The board of
directors of Deville, Inc. approved the purchase agreement on the same day. The
purchase agreement was also consummated on November 1, 2003. The property
acquired was the system for the operation of Lucky Lou's(R) restaurants,
offering to the public steaks, hamburgers, sandwiches, pasta, beverages,
including alcohol, fries and other limited-menu casual food restaurant items.
The system includes, among other things, specific trademarks or service marks,
including without limitation, the Lucky Lou's(R) trademark, logo and related
commercial symbols and slogans, and recipes, including future recipes, developed
by Deville Inc. Each location is expected to have sales of nearly a million in
its first year of operation and profit nearly $250,000 annually by its third
year with its first restaurant opening in January of 2004 and plans are to open
four more within the next fourteen months. Pursuant to the terms of the purchase
agreement, one million (1,000,000) common share of BGR Corporation and a note
for four hundred thousand dollars ($400,000) was exchanged for the
aforementioned assets. Said shares shall be restricted. The principal followed
in determining the amount of consideration given was based upon the current
value and future revenue streams and the market exposure in relation to BGR
Corporation's current position and the restrictive nature of the stock.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
a.) APPOINTMENT OF OFFICERS AND DIRECTORS
At a Board of Directors meeting held on November 1, 2003, Louis Lukens was
appointed to the Board of Directors. Mr. Lukens has over twenty years experience
in the restaurant and franchise industries. Over fourteen years with Carlson
Restaurants Worldwide Inc. Carlson Restaurants is an 875 Million dollar company
with over 700 restaurants worldwide including Pick-up Stix and casual restaurant
giant TGI Fridays. He brings to the Company extensive experience in restaurant
operations and training, menu development, financial budgeting, facility design,
restaurant layouts, workflow design, and inventory control. Areas of special
expertise include building operating systems, team building, and management.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On October 27, 2003 George Krotonski resigned as a Director of the corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. 1: Purchase Agreement between BGR Corporation. Deville, Inc.
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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: November 4, 2003
BGR Corporation
By: /s/ Jerry Brown
-------------------------
Jerry Brown, President
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