Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): August 20, 2012

                   Blue Water Restaurant Group, Inc.                   

 (Exact name of registrant as specified in its charter)


(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)

              202 Osmanthus Way, Canton, GA  30114              

 (Address of principal executive offices and zip code)


            Tel: (949) 264-1475, Fax: (949) 607-4052         

 (Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Forward Looking Statements


This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management.  When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management.  Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.


Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.

Item 5.06

Change in Shell Company Status

On August 20, 2012, Blue Water Restaurant Group, Inc. (“Registrant”) issued a press release and filed a Form 8-K with the Securities and Exchange Commission (“SEC”) disclosing it had been retained to develop a sports themed restaurant concept.  Since this disclosure was made the Registrant has received significant revenue and expects to continue generating significant revenue from its operations.  This increase in revenue and operating activities was disclosed in the Registrant’s Quarterly Report on Form 10-Q which was filed earlier today with the SEC.

Because of this significant increase in ongoing operating activities, assets and net revenues, we believe that we are no longer deemed a “shell company” as defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.


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.


Dated: November 9, 2012


/s/ Michael Hume                                                   

Michael Hume

President and Chief Executive Officer