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 6, 2004
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 March 16, 2004, Bradford J. Miller was
appointed President and to the Board of Directors. Mr. Miller has over twenty
years experience in the food franchising industry. He was President and Owner of
a McDonald's Multi-Restaurant Franchise from 1980-1996. He purchased the
Franchise after working up to Store Manager, Multi-Unit Supervisor, Human
Resources/Training Manager, and V. P. In 1981 he was even named "Outstanding
Store Manager" in Washington, D.C. region. While attending Hamburger University
in 1981 and 1987, he managed the start-ups, staffing, and initial operations of
multi-unit McDonald's franchised restaurants and oversaw the continuing
development and operations of the restaurants. Mr. Miller directed equipment and
facility maintenance and replacement, improvements, additions, and remodeling.
He directed staffing, development, and training of store managers and developed
training classes. He was also responsible for funds management, long-term
corporate planning, and marketing plans.
From 1997-2000, as a Founding Partner and Vice-President of Big Image Graphics
in Richmond, Virginia, Mr. Miller used his management expertise to help the
company grow from $900,000 in sales in 1998 to over $5 million in 2000.
In addition to Mr. Miller's appointment, Mr. James Medeiros, a current Director,
was given the title of Secretary and Mr. Jerry Brown, also Company Chairman,
was given the title of Treasurer until a replacement is found for Mr. Campbell.
b.) SALE OF SECURITIES
In February, 2003 the Company sold 140,000 common shares, plus warrants to
purchase 140,000 shares at a price of $0.50 per share for a total purchase price
of $30,000. The shares and warrants were sold in a limited offering to
accredited investors. Each unit consists of 20,000 common shares with each share
carrying a warrant to purchase an additional share at a price of $0.50 per
share.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On March 8, 2004 Scott Campbell resigned as Treasure and a Director of the
Corporation.
On March 8, 2004 Louis Lukens resigned as Secretary and a Director of the
Corporation.
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: April 6, 2004
BGR Corporation
By: /s/ Bradford J. Miller
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Bradford J. Miller, President