UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 22, 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) The independent auditor for the Company, Sellers & Anderson, L.L.C. was
dismissed by the Board of Directors on July 28, 2003. The board of directors
approved the decision to change the company's independent auditors. Previously,
the firm of Sellers & Anderson, LLC was Cortex Systems Inc.'s auditor of record
through the quarter ended March 31, 2003. None of the reports of Sellers &
Anderson, LLC on the financial statements of Cortex Systems Inc. for either of
the past two years contained any adverse opinion or disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope or accounting
principles, except for such auditors issuance of a going concern opinion on the
financial statements for the year ended June 30, 2002.
There were no disagreements in accordance with Item 304(a)(1)(iv)(A) of
Regulation S-B and no matters noted in accordance with Item 304(a)(1)(iv)(B) of
Regulation S-B, for the two most recent fiscal years and for any subsequent
interim period through the effective date of the change in accountants.
(b) We retained the accounting firm of Epstein, Weber & Conover, PLC to serve as
our independent accountants to audit our financial statements beginning with the
year ended June 30, 2003. This engagement was effective July 28, 2003. Prior to
engaging Epstein, Weber & Conover, PLC, the registrant had not consulted with
them on the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the registrant's financial statements.
(c) The Company asked both the former firm of Sellers & Anderson, LLC and the
new accounting firm of Epstein, Weber & Conover, PLC to review the Company's
disclosure under this Item 4 of the Amended Form 8-K and to furnish the Company
with a letter addressed to the Commission containing any new information,
clarification of the Company's expression of its views, or the respects in which
it does not agree with the statements made by the Company in response to this
Item 4. Further, the Company authorized Sellers & Anderson, LLC to respond fully
to any inquiries of Epstein, Weber & Conover, PLC concerning the Company. Such
firm's letters are included as exhibits 16.1 and 16.2 to this Amended Form 8-K.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
a.) NAME CHANGE
On July 28, 2003, CORTEX SYSTEMS, INC. changed its name to BGR CORPORATION.
b.) CHANGE OF AUTHORIZED SHARES
On July 28, 2003 the Company changed its Authorized Shares by designating two
classes of Preferred Stock, "Class A" having a par value of $10.00 per shares
and "Class B" having a par value of $0.001 per share. The authorized number of
Class A Preferred Stock to be issued is 125,000 shares with voting rights
equivalent to five votes per share. The authorized number of Class B Preferred
Stock to be issued is 1,000,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
(16) Letters Regarding Change in Certifying Accountant
16.1 Letter from former certifying accountant Sellers & Anderson, L.L.C.
16.2 Letter from new certifying accountant Epstein, Weber & Conover, P.L.C.
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 12, 2003
BGR CORPORATION
By: /s/ Jerry Brown
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Jerry Brown, President