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): April 19, 2004
BGR Corporation
(Exact name of Registrant as specified in charter)
Nevada 333-72392 98-0353403
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7263 E. San Alfredo
Scottsdale, Arizona 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
A.) SHAREHOLDERS AGREEMENT
On or about April 16, 2004, BGR Corporation (the "BGR" or the "Company"),
entered into an Sharholders Agreement with Brian Ruggiero ("Ruggiero"), which is
the owner and operator of COUSIN VINNIE'S ITALIAN DINER (COUSIN VINNIE'S).
Cousin Vinnie's is a Roman-inspired country-style Italian diner offering
appetizers, made-to-order pasta dishes, thin crust pizzas, special meats,
Italian ribs, fish and rotisserie chicken (delivered fresh, never frozen),
paninis, soups, salads and desserts all made to order in the customer's full
view, in a casual, sophisticated, upscale country-style setting that is
incredibly fresh and consistently satisfying.
The Cousin Vinnie's concept was brought to BGR Corporation by American
Restaurant Development Corporation ("ARDC"). As per the Operating Agreement, BGR
Corporation will establish a new company that is equally controlled by both BRG
and Ruggiero, as well as provide the monies needed to start the immediate sale
of franchises through ARDC. Ruggiero will provide exclusive rights of the
"Cousin Vinnie's" name, trade marks, trade dress, operating system and recipes
to the newly formed company.
B.) STOCK DIVIDEND
Board of Directors on Thursday, April 15, 2004, approved a stock dividend
for all shareholders of record on May 15th, 2004. They voted that for every
three shares held an extra share will be issued. It was also noted that no
fractional shares would be issued to shareholders. As an example, a shareholder
of record May 15th, 2004, with 10,000 shares would receive an additional 3,333
shares. It should be noted that to be a shareholder of record May 15th, 2004,
shares must be purchased prior to May 12th, 2004 for the three day settlement
process.
C.) RESCINDING OF AGREEMENT
Earlier this month the Purchase Agreement for BGR Corporation to acquire
Deville, Inc. was mutually cancelled. Deville owns the exclusive rights to the
Lucky Lou's fast casual restaurant concept. The Agreement called for BGR to pay
$700,000 in stock and cash for the exclusive rights to the Lucky Lou's fast
casual restaurant concept. Stock that had been issued as per the Agreement has
been returned to the Company's treasury.
ITEM 7. EXHIBITS
Exhibit 10. Shareholders Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Signature Title Date
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/s/ Bradford Miller President April 19, 2004
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Bradford Miller