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) September 10, 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
a.) APPOINTMENT OF OFFICERS AND DIRECTORS
At a Board of Directors meeting held on August 22, 2003, Dr. Scott Campbell
was named Company Treasurer. Dr. Campbell, who holds a Doctorate of Business
Administration, a Masters Degree in Business Administration, and a Bachelor of
Arts Degree in Economics, is the president and founder of Campbell and Company
Financial Group Inc. Campbell and Company Financial Group Inc. is an accounting
firm specializing in providing account services for those in the food service
industry.
In addition to Dr. Campbell, the Board of Directors elected Edward C.
Heisler Company Secretary. Mr. Heisler, who holds a Bachelor of Science Degree
in Business Management, has held several executive positions with various public
companies. He brings with him a strong knowledge, not only in business
management, but also in corporate filings and compliance.
George Krotonsky, who is a founding member of Global Restaurant Development
Company, was appointed to the Board of Directors. Mr. Krotonsky has over fifteen
years experience in the restaurant and franchise industries including over six
years with Brinker International. He brings extensive experience in restaurant
operations and training, menu and recipe development, financial budgeting,
facility design, restaurant layouts and workflow designs.
Alan Smith and Gordon J. Sales were appointed to the Board of Directors as
outside directors. Mr. Smith, who holds both a Bachelor and Masters Degrees and
has served as an officer and director for many public companies, has provided
audit, accounting, finance and administrative consulting services to a wide
range of privately owned and public companies through his wholly-owned company
Avid Management Corporation.
Gordon J. Sales is the president and CEO of Crystal Graphite Corporation.
In addition, his past experiences have included several executive positions with
various public companies. Mr. Sales brings a high level of operating management
and marketing skills, and will provide BGR Corporation with a wealth of
experience as an outside director.
b.) SALE OF SECURITIES
In August 2003 the Company sold 275,000 common shares, plus warrants to
purchase 137,500 shares at a price of $0.50 per share for a total purchase price
of $55,000. The shares and warrants were sold in a limited offering to an
accredited investor. Each unit consists of 25,000 common shares with each two
shares carrying a warrant to purchase an additional share at a price of $0.50
per share.
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: September 10, 2003
BGR Corporation
By: /s/ Jerry Brown
--------------------------
Jerry Brown, President