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): February 2, 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
OPERATING AGREEMENT
On or about February 2, 2004, BGR Corporation (the "BGR" or the "Company"),
entered into an Operating Agreement with AZTECA Wrap Foods, LLC ("AZTECA"),
which is the owner and operator of KoKopelli's Mexican Grill. KoKopelli's is a
fast casual Mexican restaurant specializing in made-to-order burritos, tacos and
other Mexican favorites.
The KoKopelli'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 AZTECA, as well as provide the monies needed to start the immediate sale of
franchises through ARDC. AZTECA will provide exclusive rights of the "KoKopelli"
name, trade marks, trade dress, operating system and recipes to the newly formed
company.
ITEM 7. EXHIBITS
Exhibit 10. Operating 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
--------- ----- ----
/s/ Jerry Brown President February 4, 2004
---------------------------
Jerry Brown