UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _______
Commission file number: 000-26887
BGR Corporation
(exact name of registrant as specified in its charter)
Nevada 98-0353403
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7263 E. San Alfredo, Scottsdale, AZ 85258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 596-4014
Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares of the Registrant's Common Stock, as of February 4, 2004:
22,013,800.
BGR CORPORATION
FORM 10-QSB, QUARTER ENDED DECEMBER 31, 2003
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheet as of December 31, 2003 (Unaudited) 1
Statements of Operations (Unaudited) for the three and six
months ended December 31, 2003 and 2002 2
Statements of Cash Flows (Unaudited) for the six
months ended December 31, 2003 and 2002 3
Notes to Financial Statements (Unaudited) 4
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
Item 2 Management's Discussion and Analysis 7
Item 3 Controls and Procedures 11
PART II OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 2 Changes in Securities 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 13
ITEM 1. FINANCIAL STATEMENTS
BGR CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 159
Accounts receivable 7,926
Prepaid expenses 24,963
Advance to affiliate 1,000
-----------
Total current assets 34,048
INTANGIBLE ASSETS (from business acquisitions) 920,350
-----------
TOTAL ASSETS $ 954,398
===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES
Accounts payable $ 54,669
Note payable - current portion $ 90,925
Advances from affiliate 20,059
-----------
Total current liabilities 165,653
NOTES PAYABLE - long term portion 1,388,880
-----------
TOTAL LIABILITIES 1,554,533
-----------
STOCKHOLDERS' DEFICIT:
Common stock, $0.0001 par value, 25,000,000 shares
authorized, 22,013,800 shares issued and outstanding 2,201
Additional paid-in capital 1,002,116
Treasury stock (1,130,000)
Deficit accumulated during the development stage (474,452)
-----------
Total stockholders' deficit (600,135)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 954,398
===========
See accompanying notes to the financial statements.
1
BGR CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE FOR THE FOR THE FOR THE
THREE THREE SIX SIX JULY 6, 2001
MONTHS MONTHS MONTHS MONTHS (DATE OF
ENDED ENDED ENDED ENDED INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2003 2002 2003
----------- ----------- ----------- ----------- -----------
INCOME $ 8,407 $ 120 $ 8,407 $ 295 $ 11,100
COST OF GOODS SOLD 4,975 -- 4,975 -- 4,975
----------- ----------- ----------- ----------- -----------
Gross profit 3,432 120 3,432 295 6,125
COSTS AND EXPENSES:
Personnel costs 9,765 -- 9,765 -- 9,765
General and administrative expense 258,434 12,753 391,244 35,633 470,812
----------- ----------- ----------- ----------- -----------
Total 268,199 12,753 401,009 35,633 480,577
----------- ----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS (264,767) (12,633) (397,577) (35,338) (474,452)
INCOME TAXES -- -- --
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (264,767) $ (12,633) $ (397,577) $ (35,338) $ (474,452)
=========== =========== =========== =========== ===========
NET INCOME (LOSS) PER COMMON SHARE
Basic $ (0.01) $ * $ (0.01) $ * $ (0.01)
=========== =========== =========== =========== ===========
Diluted $ (0.01) $ * $ (0.01) $ * $ (0.01)
=========== =========== =========== =========== ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (BASIC AND DILUTED) 21,557,527 34,573,800 27,934,157 34,573,800 33,261,226
=========== =========== =========== =========== ===========
* - less than $0.01 per share
See accompanying notes to the financial statements.
2
BGR CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
PERIOD FROM
FOR THE FOR THE JULY 6, 2001
SIX MONTHS SIX MONTHS (DATE OF INCEPTION)
ENDED ENDED TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2003
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (397,577) $ (35,338) $ (474,452)
Adjustments to reconcile net income to net cash
used in operating activities:
Common stock issued as consderation for services 347,466 -- 347,581
Write-off of Loan from Shareholder -- -- (2,330)
Changes in assets and liabilities (net of business acquisition):
Accounts receivable 2,307 -- 2,307
Inventories 13,567 -- 13,567
Prepaid expenses (24,963) -- (24,963)
Accounts payable and accrued liabilities (18,319) (34,474) (18,319)
----------- ----------- -----------
Net cash used in operating activities (77,519) (69,812) (156,609)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in business combination 3,619 -- 3,619
Advances to affiliate (1,000) -- (1,000)
----------- ----------- -----------
2,619 -- 2,619
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of advances from shareholder -- -- (12,170)
Proceeds from advances from shareholder 20,059 -- 34,559
Common stock issued for cash 55,000 -- 131,760
----------- ----------- -----------
75,059 -- 154,149
----------- ----------- -----------
INCREASE IN CASH AND EQUIVALENTS 159 (69,812) 159
CASH AND EQUIVALENTS, BEGINNING OF PERIOD -- 73,772 --
----------- ----------- -----------
CASH AND EQUIVALENTS, END OF PERIOD $ 159 $ 3,960 $ 159
=========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
=========== =========== ===========
Income taxes paid $ -- $ -- $ --
=========== =========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Note payable issue to acquire business $ 349,805 $ -- $ 349,805
=========== =========== ===========
Common stock issued to acquire businesses $ 525,000 $ -- $ 525,000
=========== =========== ===========
Common stock issued to acquire treasury stock $ 1,130,000 $ -- $ 1,130,000
=========== =========== ===========
See accompanying notes to the financial statements.
3
BGR CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2003
1. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and the instructions for Form 10-QSB and
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. All adjustments that, in the
opinion of management are necessary for a fair presentation of the results of
operations for the interim periods have been made and are of a recurring
nature unless otherwise disclosed herein. The results of operations for the
three and six months ended December 31, 2003 are not necessarily indicative
of the results that will be realized for the entire fiscal year. These
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-KSB for the year ended June 30, 2003.
BGR Corporation (the "Company") a Nevada corporation, was incorporated on
July 6, 2001. The Company is a development stage enterprise with a fiscal
year ending June 30. The Company was formerly named Cortex Systems, Inc. The
Company intends to develop and franchise casual dining restaurants. The
Company is seeking to acquire assets within this industry and has acquired
the rights to at least one concept. To date, the Company has had no revenues
associated with these activities.
The Company faces many operating and industry challenges. There is no
meaningful operating history to evaluate the Company's prospects for
successful operations. Future losses for the Company are anticipated. The
proposed plan of operations would include seeking an operating entity with
which to merge. Even if successful, a merger may not result in cash flow
sufficient to finance the continued expansion of a business.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As mentioned above, the Company
intends to seek a merger candidate but has not yet identified possible
candidates nor has the Company obtained capital needed to achieve
management's plans and support its operations and there is no assurance that
the Company will be able to raise such financing. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result
from this uncertainty.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include all short-term
liquid investments that are readily convertible to known amounts of cash and
have original maturities of three months or less.
INCOME TAXES - The Company provides for income taxes based on the provisions
of Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME
TAXES, which among other things, requires that recognition of deferred income
taxes be measured by the provisions of enacted tax laws in effect at the date
of financial statements.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4
INCOME (LOSS) PER COMMON SHARE - Basic income per share is computed using the
weighted average number of shares of common stock outstanding for the period.
The Company has a simple capital structure and therefore there is no
presentation for diluted loss per share.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS -
In October 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires companies to record the fair value of
a liability for asset retirement obligations in the period in which they are
incurred. The statement applies to a company's legal obligations associated
with the retirement of a tangible long-lived asset that results from the
acquisition, construction, and development or through the normal operation of
a long-lived asset. When a liability is initially recorded, the company would
capitalize the cost, thereby increasing the carrying amount of the related
asset. The capitalized asset retirement cost is depreciated over the life of
the respective asset while the liability is accreted to its present value.
Upon settlement of the liability, the obligation is settled at its recorded
amount or the company incurs a gain or loss. The statement is effective for
fiscal years beginning after June 30, 2002. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". Statement 144 addresses the accounting and
reporting for the impairment or disposal of long-lived assets. The statement
provides a single accounting model for long-lived assets to be disposed of.
New criteria must be met to classify the asset as an asset held-for-sale.
This statement also focuses on reporting the effects of a disposal of a
segment of a business. This statement is effective for fiscal years beginning
after December 15, 2001. The Company does not expect the adoption to have a
material impact to the Company's financial position or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
With Exit or Disposal Activities". This Standard requires costs associated
with exit or disposal activities to be recognized when they are incurred. The
requirements of SFAS No. 146 apply prospectively after December 31, 2002, and
as such, the Company cannot reasonably estimate the impact of adopting these
new rules.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transaction and Disclosure, which provides alternative methods
of transition for a voluntary change to fair value based method of accounting
for stock-based employee compensation as prescribed in SFAS 123, Accounting
for Stock-Based Compensation. Additionally, SFAS No. 148 requires more
prominent and more frequent disclosures in financial statements about the
effects of stock-based compensation. The provisions of this statement are
effective for fiscal years ending after December 15, 2002, with early
application permitted in certain circumstances.
In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness of Others. FIN 45 requires a company, at
the time it issues a guarantee, to recognize an initial liability for the
fair value of obligations assumed under the guarantees and elaborates on
existing disclosure requirements related to guarantees and warranties. The
initial recognition requirements are effective for the Company during the
third quarter ending March 31, 2003. The adoption of FIN 45 did not have an
impact on the Company's financial position or results of operations.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do
5
not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. FIN 46
is effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The adoption of FIN
46 did not have an impact on the Company's financial position or results of
operations.
3. CAPITAL STOCK
The Company declared a 6 for 1 stock split during the year ended June 30,
2003. The number of shares presented in these financial statements has been
retroactively restated for all periods to reflect this stock split.
During the three months ended September 30, 2003, the Company sold 125,000
shares of its common stock for $55,000. In connection with this sale of
common stock, the Company also granted 137,500 warrants to acquire the
Company's common stock at $0.50 per share.
Also during the three months ended September 30, 2003, the Company granted
275,000 shares of its common stock to consultants as consideration for
services rendered. The shares were valued at the trading price of the common
shares aggregating to $99,966.
Additionally, during the three months ended December 31, 2003, the Company
granted 675,000 shares of its common stock to consultants as consideration
for services rendered. The shares were valued at the trading price of the
common shares aggregating to $247,500.
The Company reacquired 15,535,000 shares of its common stock in the three
month period ended December 31, 2003. The Company entered into an agreement
to acquire all of the outstanding shares of "ICEBERG FOOD SYSTEMS,CORP."
("IFSC"). IFSC was owned by a former officer and director of the Company. The
only holdings of IFSC were 30,000,000 shares of the Company's common stock.
As part of the agreement, IFSC distributed 14,465,000 shares of the Company's
common stock to its shareholder. IFSC then became a wholly owned subsidiary
of the Company with its only holdings being the remaining 15,535,000 shares
of the Company's common stock. Effectively, the transaction was an
acquisition of treasury stock by the Company. In exchange, the Company would
assume a commitment to raise capital and develop the Iceberg Drive-In
concept. The rights to develop that concept were previously held by IFSC. The
Company is to assist IFSC in providing up to $1,130,000. The Company has
accounted for this transaction as an acquisition of treasury stock through
the issuance of a note payable of $1,130,000.
In conjunction with the transactions discussed in Note 4, the Company issued
an aggregate of 1,750,000 shares of its common stock.
4. BUSINESS ACQUISITIONS
In the three month period ended December 31, 2003, the Company entered into
an agreement to acquire all of the outstanding voting shares of Deville,
Inc., a developer of "LUCKY LOU'S" restaurants, offering to the public
steaks, hamburgers, sandwiches, pasta, beverages, including alcohol, french
fries and other limited-menu casual food restaurant items. The terms of the
purchase agreement, require the issuance of 1,000,000 of the Company's common
shares and a note payable with a face amount of $400,000. The note was
discounted at 8% on the basis of its repayment terms resulting in a principal
6
amount of $349,805. The terms also call for an ongoing payment to the seller
based on royalty revenues generated from "LUCKY LOU'S" restaurants. The total
purchase price of Deville was $649,805. There were no tangible assets or
liabilities acquired in the purchase.
Also in the three month period ended December 31, 2003, the Company entered
into an agreement to acquire all of the outstanding voting shares of Fathom
Business Systems, Inc. ("FBS"). FBS specializes in the sale, installation and
service of restaurant `Point-of-Sale' equipment. FBS was a single employee
business. The Company issued 750,000 shares of its common stock to acquire
all of the outstanding shares of FBS. On the basis of the trading price of
the Company's common stock at the time of the acquisition, the purchase price
was $225,000. The purchase price was allocated as follows:
Cash $ 3,619
Accounts receivable 10,232
Inventory 13,567
Accounts payable (72,963)
Intangible assets 270,545
---------
$ 225,000
=========
All revenue recognized in the three months ended December 31, 2003 relate to
services provided by the Fathom subsidiary.
In connection with both of these acquisitions the Company is in the process
of allocating the purchase price in excess of the tangible assets and
liabilities acquired. It is probable that the amounts allocated to intangible
assets will be reallocated among depreciated and non-depreciated assets.
5. NOTES PAYABLE
The Company issued a note payable to the owner of Deville, Inc. in connection
with the acquisition of that company. The note has a stated face value of
$400,000 and stated interest rate of 8% per annum. The note is unsecured. The
note calls for quarterly payments of $40,000 beginning on June 30, 2004. When
the payment stream is discounted at 8%, the discounted principal balance of
the note is $349,805.
The Company issued a note payable in the amount of $1,130,000 in connection
with the purchase of IFSC as described in Note 3. There are no repayment
terms nor is there a stated interest rate.
ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements about the Company's
business, financial condition and prospects that reflect its assumptions and
beliefs based on information currently available. The Company can give no
assurance that the expectations indicated by such forward-looking statements
will be realized. If any of the Company's assumptions should prove incorrect, or
if any of the risks and uncertainties underlying such expectations should
materialize, its actual results may differ materially from those indicated by
the forward-looking statements.
The key factors that are not within the Company's control and that may have a
direct bearing on operating results include, but are not limited to, The
availability of a suitable merger candidate, the acceptance of the Company's or
services when they have been identified, its ability to raise capital in the
future, and the retention of key employees.
7
There may be other risks and circumstances that the Company may be unable to
predict. When used in this Quarterly Report, words such as, "believes,"
"expects," "intends," "plans," "anticipates," "estimates" and similar
expressions are intended to identify forward-looking statements, although there
may be certain forward-looking statements not accompanied by such expressions.
All forward-looking statements are intended to be covered by the safe harbor
created by Section 21E of the Securities Exchange Act of 1934.
GENERAL
The Company was formed as a Nevada corporation on July 6, 2001 under the name
Cortex Systems, Inc. They were originally a development stage company that
intended to establish memory clinics in several different locations in North
America. Unfortunately, the Company was unable to successfully execute its
business plan. In July of 2003, the Company changed its name to BGR Corporation.
Along with the name change, came a new management and ownership team. The
intention of management is to acquire new innovative fast-casual restaurant
concepts, develop them into a profitable working design, and franchise them
across the country. The Corporation is currently developing a team of principles
that have extensive experience in the industry that consist of professional
restaurant designers, franchisers, and professionals in restaurant management.
PLAN OF OPERATION
On October 7th of 2003, the Company entered into an agreement with Iceberg Food
Systems Corp. As per the agreement, the Company acquired a controlling interest
of all the issued and outstanding shares of Iceberg Food Systems Corp. In
exchange the Company will provide up to one million one hundred and thirty
thousand dollars that Iceberg Food Systems Corp is currently seeking for the
acquisition of a fast-casual restaurant concept. As part of the agreement,
Iceberg Food Systems Corp cancelled fifteen million five hundred and thirty-five
thousand shares of BGR Corporation common stock that was controlled by Iceberg
Food Systems Corp.
On November 1st of 2003, the Company acquired Deville, Inc. and its Lucky Lou's
concept. Lucky Lou's is a new fast casual restaurant concept with its first
restaurant opening in March of 2004. Current plans are to open four more within
the next fourteen months. Lucky Lou's will sport a Las Vegas style decor with
polished concrete floors, dark wood, an open horseshoe bar, plenty of
televisions for viewing sporting events, a comfortable sound system for music,
and a beautiful roulette wheel behind the bar that will provide a bustling
atmosphere for all to enjoy. In addition, an open kitchen along the back end of
the bar will allow the customer to see the quality that goes into preparing each
and every meal. Their quality menu will consist of hand-cut steaks, homemade
soups, fresh sandwiches, burgers, and onion rings, cut and battered fresh daily.
Dr. Collin Campbell, CFO for BGR Corporation, is a controlling share holder of
Deville, Inc. BGR Corporation looks to start selling franchises the summer of
this year.
On November 4th of 2003 the Company acquired Fathom Business Systems. Fathom
Business Systems is a company specializing in restaurant point of sales
equipment. This equipment is designed for the restaurant staff in mind and is
very user friendly. In addition, the equipment can easily be networked so all
receipts can be monitored from one central location. Fathom generates additional
revenue by providing its customers with the supplies and service needed for the
equipment.
On January 20th of this year the Company contracted with American Restaurant
Development Corporation (ARDC) to grow restaurant concepts into a fully viable
franchise system and to expand each restaurant concepts nationwide. The
management of ARDC has been active in franchising for the past nine years. They
have opened or sold the rights to others to open over 1,000 units, generating
over $400 million in cumulative sales. In doing so, they built a database of
highly qualified franchisees and created systems and models to guide the
franchises through the startup phase and ongoing processes. Realizing that this
8
knowledge and contact base was a valuable resource for new and expanding
franchise organizations ARDC set out to provide development services across
multiple concepts simultaneously, versus one at a time by combining this proven
dynamic sales engine with a scalable franchise development system. Built from
ARDC`s managements prior success at franchise development, the idea of BGR
Corporation is simply to grow several of restaurant concepts at the same time.
On February 2nd of this year the Company signed an Operating Agreement with
AZTECA Wrap Foods, LLC. (AZTECA). AZTECA 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.
Customers choose from freshly grilled chicken, steak, shrimp and fish and
proceed down the ordering line while their order is being prepared in front of
them. For those customers that are concerned about their health and waistline,
KoKopelli's offers a "Heart Smart" menu and is currently looking to add an
Atkins friendly menu as well. The Mexican fast-casual concept was brought to BGR
Corporation by ARDC. As per the Agreement, BGR Corporation will establish a new
company that is equally controlled by both parties of the Agreement and 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.
In addition to the acquisitions, the Company has appointed several new members
as officers and to the Board of Directors who have substantial backgrounds in
the restaurant and franchise industry. They include Dr. Colin Campbell as CFO.
Dr. Campbell is the founder and President of Campbell and Company Financial
Group Inc., an accounting and financial consulting firm in Scottsdale, Arizona.
He has spent years in developing business plans, structuring business financial
operations, administering budgets and carrying out all aspects of accounting and
audits for a broad range of clients. His firms' primary emphasis has become
corporate turn arounds with a special focus on clients in the restaurant and bar
business.
Dr. Campbell was formerly an Institutional Bond trader with Prudential Bache
Securities and is currently an adjunct professor of finance and accounting at
the University of Phoenix.
Dr. Campbell has a Bachelor of Arts Degree in Economics from the University of
Calgary, a Masters of Business Administration from the University of Miami (FL.)
and a Doctorate of Business Administration from California Coast University.
Appointed to the Board of Directors was Louis Lukens and James M. Medeiros. Mr.
Lukens has over twenty years experience in the restaurant and franchise
industries. Over fourteen years with Carlson Restaurants Worldwide Inc. Carlson
Restaurants is an 875 Million dollar company with over 700 restaurants worldwide
including Pick-up Stix and casual restaurant giant TGI Fridays. Mr. Lukens has
extensive experience in restaurant operations and training, menu development,
financial budgeting, facility design, restaurant layouts, workflow design, and
inventory control. Areas of special expertise include building operating
systems, team building, and management. Mr. Lukens has been a driving force in
the restaurant and bar industry in the Phoenix metro area for the past twenty
years.
Mr. Medeiros has over twenty-five years experience in the restaurant industry.
He has work in many capacities including general manager, bar manager, assistant
manager, and corporate trainer for restaurant chains Pizza Hut, Roy's
Restaurants, and Huggo's Restaurant to name a few. Mr. Medeiros is the founder
and president of Fathom Business Systems. Fathom Business Systems sells
equipment for the restaurant industry.
The Company had revenue of $8,407 for the three months ending December 31, 2003.
This revenue relates to services provided by the new Fathom business unit.
9
Total general and administrative operating expenses for the three months ending
December 31, 2003 were $391,244. This increase from the prior quarter was due to
a significant increase in consulting fees, which were primarily paid through the
issuance of the Company's common stock..
The Company recorded a net loss for the three months ending December 31, 2003 of
$397,577. This loss was primarily due to the expense related to the issuance of
stock to various consultants. The consultants provide such services and advice
to the Company in business development, business strategy and corporate image.
Without limiting the generality of the foregoing, Consultant will also assist
the Company in developing, studying and evaluating acquisition proposals,
prepare reports and studies thereon when advisable, and assist in matters of
executive compensation and discussions pertaining thereof.
The Company has allocated the excess of the purchase price of Deville and Fathom
over the amounts allocated to tangible assets acquired and liabilities assumed
as intangible assets. The Company is in the process of analyzing that amount to
determine what amounts are to be allocated to intangible assets that can be
identified and recognized as assets apart from goodwill. Consequently, there
will likely be a reallocation of the amount reported as intangible assets on the
accompanying balance sheet as of December 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
The Company experienced a cash outflow of $77,519 from continuing operations
during the six months ending December 31, 2003, as compared to a net of $69,812
during the six months ending December 31, 2002. The Company will need to provide
Fathom with approximately $60,000 in the next quarter. These funds will be used
to settle its current liabilities and for Fathom to accelerate its ramp up.
The Company did not purchase assets with cash during the three months ending
December 31, 2003. Although, the Company has assumed a note in the amount of
$400,000 due to One Husker One Cane from Deville, Inc., a wholly owned
subsidiary of BGR Corporation. It is the Company's intention to settle this note
before the end of this year. In addition the Company has agreed to provide
Iceberg Food Systems Corporation with $1,130,000 as per the agreement between
the Company and Iceberg Food Systems Corporation. Due to changes in Iceberg Food
Systems need for the $1,130,000, BGR Corporation and Iceberg Food Systems are
currently discussing other alternatives in settling this commitment. The Company
is currently seeking $1,000,000 through a Private Placement Memorandum. Several
investors have shown interest and funds are expected to be available before the
end of the Company's third quarter.
The Company will continue to attempt to raise additional equity capital to fund
the operations of the businesses it has recently acquired.
GOING CONCERN
For the next three months, the Company expects to incur greater overhead that
may be attributable to hiring additional employees, as necessary, and higher
related office expenses. The Company also expects to increase investments, which
may strain its cash position. The Company does not have sufficient financial
resources to support an increased level of operations for the next 3 months if
it does not generate sufficient revenues and/or if it fails to raise equity
capital as appropriate. Based on current information on hand and the Company's
latest expectation of its operations for the next 3 months, there is a potential
going concern issue.
The Company cannot give assurance that it can generate the cash it needs for the
next 3 months. There may be a shortfall in cash if the Company fails to do so.
The Company may need to obtain additional financing in the event that it is
unable to realize sufficient revenue. Furthermore, the Company's ability to
satisfy the redemption of future debt obligations that it may enter into will be
primarily dependent upon the future financial and operating performance of the
Company. Such performance is dependent upon financial, business and other
general economic factors, many of which are beyond the Company's control. If the
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Company is unable to generate sufficient cash flow to meet its future debt
service obligations or provide adequate long-term liquidity, the Company will
have to pursue one or more alternatives, such as reducing or delaying capital
expenditures, refinancing debt, selling assets or operations or raising equity
capital. There can be no assurance that such alternatives can be accomplished on
satisfactory terms, if at all, or in a timely manner. If the Company does not
have sufficient cash resources when needed, the Company will not be able to
continue operations as a going concern.
ITEM 3. CONTROLS AND PROCEDURES
The Registrants principal executive officer, Jerry Brown, and principal
financial officer, Dr. Colin Campbell, after reviewing and evaluating
Registrant's disclosure controls and procedures within 90 days prior to the
filing of this report have concluded that the Registrant's disclosures and
procedures contained no significant deficiencies or material weakness. There
have been no significant changes in internal controls that could significantly
affect these controls subsequent to the date of their evaluation, including
corrective actions.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
Since September 19th, 2003 the Company has issued 775,000 shares of the
Company's S-8 stock to various consultants. In addition, the Company has issued
2,525,000 shares of the Company's restricted common stock to various individuals
including officers.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT
NUMBER NAME AND/OR IDENTIFICATION OF EXHIBIT
------ -------------------------------------
31.1 Certification of Chief Executive Officer Pursuant to the Securities
Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to the Securities
Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
DATE FILED ITEMS DISCLOSED IN REPORT ON FORM 8-K AND 8-K/A
---------- -----------------------------------------------
07/02/2003 Item 1 - Changes in Control of Registrant
Item 5- Other Events
08/22/2003 Item 4 - Change in Registrant's Certifying Account
Item 5 - Other Events
09/10/2003 Item 5 - Other Events
09/12/2003 Item 4 - Change in Registrant's Certifying Account
11/04/2003 Item 2 - Acquisition or Disposition of Assets
Item 5 - Other Events
Item 6 - Resignation of Registrant's Directors
Item 7 - Financial Statements and Exhibit
01/06/2004 Item 5 - Other Events
Item 6 - Resignation of Registrant's Directors
02/04/2004 Item 5 - Other Events
Item 7 - Exhibit
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BGR Corporation
(Registrant)
Signature Title Date
--------- ----- ----
/s/ Colin Campbell Chief Financial Officer February 13, 2004
--------------------------
Colin Campbell
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jerry Brown President February 13, 2004
--------------------------
Jerry Brown
/s/ Louis Lukens Secretary February 13, 2004
--------------------------
Louis Lukens
/s/ Colin Campbell Treasurer February 13, 2004
--------------------------
Colin Campbell
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