SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 BGR CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  NEVADA                            98-0353403
      -------------------------------    ---------------------------------
      (State or other jurisdiction of    (I.R.S. Employer incorporation or
              organization)                    Identification No.)

                           5080 N. 40th St., Suite 103
                               Phoenix, AZ  85018
                    ----------------------------------------
                    (Address of principal executive offices)

                     BGR Corporation Stock Compensation Plan
                           ---------------------------
                            (Full title of the plan)

                                 BGR CORPORATION
                           5080 N. 40th St., Suite 103
                               Phoenix, AZ  85018
            ---------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (480) 596-4014


                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

-----------------      ---------------- -------------- ------------- -----------
                                         Proposed       Proposed
                                         Maximum        Maximum
Title Of                 Amount          Offering       Aggregate      Amount Of
Securities               To Be           Price          Offering       Registrat
To Be Registered         Registered      Per Unit       Price          Fee
-------------------     ---------------- -------------- -------------  ---------
Common Stock, $0.001       5,000,000      $.038           $190,000        $24.07
par value
per share  share
-------------------     ---------------- -------------- -------------  ---------



Note:  Proposed  maximum offering price per share and Proposed maximum aggregate
offering  price estimated solely for the purpose of calculating the registration
fee  pursuant  to  Rule  457.

In  addition,  pursuant  to  Rule  416(c) under the Securities Act of 1933, this
Registration  Statement  also  covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to  the  Plan  described  herein.


<PAGE>


PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     The  document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating parties in accordance with Rule 428(b)(1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act  of  1933, as amended (the "Act"). Such document(s) are not
being  filed  with the Commission pursuant to the introductory Note to Part 1 of
Form  S-8, but constitute (along with the documents incorporated by reference to
the  Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Act.

Item 2. Registrant Information and Stock Bonus Plan Annual Information

     The  document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating parties in accordance with Rule 428(b)(1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act  of  1933, as amended (the "Act"). Such document(s) are not
being  filed  with the Commission pursuant to the introductory Note to Part 1 of
Form  S-8, but constitute (along with the documents incorporated by reference to
the  Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Act.

Legal Opinions and Experts

Michael L. Corrigan has rendered an opinion on the validity of the securities
being registered.

The financial statements of BGR Corporation by reference in the Company's Annual
Report  (Form  10-KSB)  for  the period ended June 30, 2003 have been audited by
Epstein,  Weber  &  Conover, P. L. C., Certified Public Accountants, independent
auditors,  as set forth in their report incorporated herein by reference and are
incorporated herein by reference and in reliance upon such report given upon the
authority  of  the  firm  as  experts  in  auditing  and  accounting.


<PAGE>

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following documents filed by BGR Corporation (the "Company"), a Nevada
corporation,  with the Securities and Exchange Commission (the "Commission") are
hereby  incorporated  by  reference:

          1.  The  Company's  Annual  Report  on Form 10-KSB for the fiscal year
     ended  June  30,  2003.

          2.  All  reports  filed by the Company with the Commission pursuant to
     Section  13(a)  or  15(d)  of  the  Exchange  Act  of 1934, as amended (the
     "Exchange  Act"),  since  the  end  of the fiscal year ended June 30, 2003.

     Prior  to  the filing, if any, of a post-effective amendment that indicates
that  all  securities  covered  by this Registration Statement have been sold or
that  de-registers  all  such  securities then remaining unsold, all reports and
other  documents  subsequently  filed by the Company pursuant to Sections 13(a),
13(c),  14,  or  15(d) of the Exchange Act shall be deemed to be incorporated by
reference  herein  and  to  be a part hereof from the date of the filing of such
reports  and  documents.

ITEM 4. DESCRIPTION OF SECURITIES

     The  common  stock  of  the  Company  being  registered  pursuant  to  this
Registration Statement is part of a class of securities registered under Section
12  of  the  Exchange  Act. A description of such securities is contained in the
Company's  Form  10QSB  filed  with  the  Commission  on  May  21, 2004, and any
amendment  or  report  filed  for the purpose of updating such description. Said
description  is incorporated herein by reference. (See "Item 3. Incorporation of
Documents  by  Reference.")

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who  is  named  in  this  prospectus  as having given an opinion on the
validity  of the securities being offered hereby was hired on a contingent basis
or  has  or  is  to  receive,  in  connection  with this offering, a substantial
interest,  direct  or  indirect,  in  the  Company.


<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections  78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide  for the indemnification of the Company's officers, directors, employees
and  agents  under  certain  circumstances  as  follows:

NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,

EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

1. A corporation may indemnify any person who was or is a party or is threatened
to  be  made  a  party  to  any threatened, pending or completed action, suit or
proceeding,  whether civil, criminal, administrative or investigative, except an
action  by  or in the right of the corporation, by reason of the fact that he is
or  was  a director, officer, employee or agent of the corporation, or is or was
serving  at  the  request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses,  including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with  the  action,  suit or proceeding if he acted in good faith and in a manner
which  he  reasonably  believed to be in or not opposed to the best interests of
the  corporation, and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his conduct was unlawful. The termination of any
action,  suit or proceeding by judgment, order, settlement, conviction or upon a
plea  of  nolo  contendere  or  its  equivalent,  does  not, of itself, create a
presumption  that  the person did not act in good faith and in a manner which he
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable  cause  to  believe  that  his  conduct  was  unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to  be made a party to any threatened, pending or completed action or suit by or
in  the right of the corporation to procure a judgment in its favor by reason of
the  fact  that  he  is  or  was  a  director, officer, employee or agent of the
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best  interests of the corporation. Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3.  To  the  extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or  matter  therein,  the  corporation  shall  indemnify  him  against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with  the  defense.


<PAGE>


NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF  EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND  ADVANCEMENT  OF  EXPENSES.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or  advanced  pursuant  to  subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent  is  proper  in  the circumstances. The
determination  must  be  made:  (a)  By  the  stockholders;  (b) By the board of
directors  by  majority  vote  of  a quorum consisting of directors who were not
parties  to  the  action, suit or proceeding; (c) If a majority vote of a quorum
consisting  of  directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting  of  directors who were not parties to the action, suit or proceeding
cannot  be  obtained,  by  independent  legal  counsel  in  a  written  opinion.

2.  The  articles  of  incorporation,  the  bylaws  or  an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
the  director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) Does not exclude any other rights to which a
person  seeking indemnification or advancement of expenses may be entitled under
the  articles  of incorporation or any bylaw, agreement, vote of stockholders or
disinterested  directors  or  otherwise,  for  either  an action in his official
capacity  or an action in another capacity while holding his office, except that
indemnification,  unless  ordered  by a court pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf  of  any director or officer if a final adjudication establishes that his
acts  or omissions involved intentional misconduct, fraud or a knowing violation
of  the  law and was material to the cause of action. (b) Continues for a person
who  has  ceased  to be a director, officer, employee or agent and inures to the
benefit  of  the  heirs,  executors  and  administrators  of  such  a  person.

Articles of Incorporation and By-Laws.

The  Company's  Articles of Incorporation and By-Laws make no provisions for the
indemnification  of  officers  or  directors  of  the  corporation.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted  to  directors,  officers  and controlling persons of the Company, the
Company  has  been  advised  that  in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities  (  other than the payment by the Company of expenses
incurred  or paid by a director, officer or controlling person of the Company in
the  successful  defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent,  submit  to court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issues.


<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

No restricted securities are being re-offered or resold pursuant to this
registration statement.

ITEM 8. EXHIBITS

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index.

ITEM  9.  UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

           (1)  To  file,  during  any period in which offers or sales are being
           made,  a  post-effective  amendment to this Registration Statement to
           include  any  material  information  with  respect  to  the  plan  of
           distribution  not  previously disclosed in the Registration Statement
           or  any  material  change  to  such  information  in the Registration
           Statement.

           (2)  To treat, for the purpose of determining any liability under the
           Securities  Act  of 1933, each such post-effective amendment as a new
           registration  statement  relating  to the securities offered therein,
           and  the  offering of such securities at that time shall be deemed to
           be  the  initial  bona  fide  offering  thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
           amendment  any of the securities being registered which remain unsold
           at  the  termination  of  the  offering.

(b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in this
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.


<PAGE>


SIGNATURES

           Pursuant  to  the  requirements  of  the  Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  September  15,  2004.

                                           BGR Corporation

                                           /s/ Bradford Miller
                                           -----------------------------------
                                           Bradford Miller
                                          President & Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following person in the capacities
and  on  the  date  indicated.

SIGNATURE                      TITLE                                     DATE


/s/ Bradford Miller            President & CEO                September 15, 2004
-------------------
Bradford Miller


<PAGE>


ITEM 8. EXHIBITS

     Exhibit Number     Description
     ---------------    -----------

     4.1                Consulting Agreement, Jeffrey Flannery

     5.1                Opinion of Counsel, Michael L. Corrigan

     23.1               Consent of Certified Public Accountants

     23.2               Consent of Michael L. Corrigan (Included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 19847}]
{"company-data": {"conformed-name": "BGR CORP", "cik": "0001160598", "assigned-sic": "5812", "irs-number": "980353403", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119078", "film-number": "041035055"}, "business-address": {"street1": "7263 E. SAN ALFREDO", "city": "SCOTTSDALE", "state": "AZ", "zip": "85258", "phone": "4805964014"}, "former-company": {"former-conformed-name": "CORTEX SYSTEMS INC", "date-changed": "20011010"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 BGR CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  NEVADA                            98-0353403
      -------------------------------    ---------------------------------
      (State or other jurisdiction of    (I.R.S. Employer incorporation or
              organization)                    Identification No.)

                           5080 N. 40th St., Suite 103
                               Phoenix, AZ  85018
                    ----------------------------------------
                    (Address of principal executive offices)

                     BGR Corporation Stock Compensation Plan
                           ---------------------------
                            (Full title of the plan)

                                 BGR CORPORATION
                           5080 N. 40th St., Suite 103
                               Phoenix, AZ  85018
            ---------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (480) 596-4014

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

-----------------      ---------------- -------------- ------------- -----------
                                         Proposed       Proposed
                                         Maximum        Maximum
Title Of                 Amount          Offering       Aggregate      Amount Of
Securities               To Be           Price          Offering       Registrat
To Be Registered         Registered      Per Unit       Price          Fee
-------------------     ---------------- -------------- -------------  ---------
Common Stock, $0.001       5,000,000      $.038           $190,000        $24.07
par value
per share  share
-------------------     ---------------- -------------- -------------  ---------

Note:  Proposed  maximum offering price per share and Proposed maximum aggregate
offering  price estimated solely for the purpose of calculating the registration
fee  pursuant  to  Rule  457.

In  addition,  pursuant  to  Rule  416(c) under the Securities Act of 1933, this
Registration  Statement  also  covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to  the  Plan  described  herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     The  document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating parties in accordance with Rule 428(b)(1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act  of  1933, as amended (the "Act"). Such document(s) are not
being  filed  with the Commission pursuant to the introductory Note to Part 1 of
Form  S-8, but constitute (along with the documents incorporated by reference to
the  Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Act.

Item 2. Registrant Information and Stock Bonus Plan Annual Information

     The  document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating parties in accordance with Rule 428(b)(1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act  of  1933, as amended (the "Act"). Such document(s) are not
being  filed  with the Commission pursuant to the introductory Note to Part 1 of
Form  S-8, but constitute (along with the documents incorporated by reference to
the  Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus
that  meets  the  requirements  of  Section  10(a)  of  the  Act.

Legal Opinions and Experts

Michael L. Corrigan has rendered an opinion on the validity of the securities
being registered.

The financial statements of BGR Corporation by reference in the Company's Annual
Report  (Form  10-KSB)  for  the period ended June 30, 2003 have been audited by
Epstein,  Weber  &  Conover, P. L. C., Certified Public Accountants, independent
auditors,  as set forth in their report incorporated herein by reference and are
incorporated herein by reference and in reliance upon such report given upon the
authority  of  the  firm  as  experts  in  auditing  and  accounting.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following documents filed by BGR Corporation (the "Company"), a Nevada
corporation,  with the Securities and Exchange Commission (the "Commission") are
hereby  incorporated  by  reference:

          1.  The  Company's  Annual  Report  on Form 10-KSB for the fiscal year
     ended  June  30,  2003.

          2.  All  reports  filed by the Company with the Commission pursuant to
     Section  13(a)  or  15(d)  of  the  Exchange  Act  of 1934, as amended (the
     "Exchange  Act"),  since  the  end  of the fiscal year ended June 30, 2003.

     Prior  to  the filing, if any, of a post-effective amendment that indicates
that  all  securities  covered  by this Registration Statement have been sold or
that  de-registers  all  such  securities then remaining unsold, all reports and
other  documents  subsequently  filed by the Company pursuant to Sections 13(a),
13(c),  14,  or  15(d) of the Exchange Act shall be deemed to be incorporated by
reference  herein  and  to  be a part hereof from the date of the filing of such
reports  and  documents.

ITEM 4. DESCRIPTION OF SECURITIES

     The  common  stock  of  the  Company  being  registered  pursuant  to  this
Registration Statement is part of a class of securities registered under Section
12  of  the  Exchange  Act. A description of such securities is contained in the
Company's  Form  10QSB  filed  with  the  Commission  on  May  21, 2004, and any
amendment  or  report  filed  for the purpose of updating such description. Said
description  is incorporated herein by reference. (See "Item 3. Incorporation of
Documents  by  Reference.")

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who  is  named  in  this  prospectus  as having given an opinion on the
validity  of the securities being offered hereby was hired on a contingent basis
or  has  or  is  to  receive,  in  connection  with this offering, a substantial
interest,  direct  or  indirect,  in  the  Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections  78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide  for the indemnification of the Company's officers, directors, employees
and  agents  under  certain  circumstances  as  follows:

NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,

EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

1. A corporation may indemnify any person who was or is a party or is threatened
to  be  made  a  party  to  any threatened, pending or completed action, suit or
proceeding,  whether civil, criminal, administrative or investigative, except an
action  by  or in the right of the corporation, by reason of the fact that he is
or  was  a director, officer, employee or agent of the corporation, or is or was
serving  at  the  request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses,  including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with  the  action,  suit or proceeding if he acted in good faith and in a manner
which  he  reasonably  believed to be in or not opposed to the best interests of
the  corporation, and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his conduct was unlawful. The termination of any
action,  suit or proceeding by judgment, order, settlement, conviction or upon a
plea  of  nolo  contendere  or  its  equivalent,  does  not, of itself, create a
presumption  that  the person did not act in good faith and in a manner which he
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable  cause  to  believe  that  his  conduct  was  unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to  be made a party to any threatened, pending or completed action or suit by or
in  the right of the corporation to procure a judgment in its favor by reason of
the  fact  that  he  is  or  was  a  director, officer, employee or agent of the
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best  interests of the corporation. Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3.  To  the  extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or  matter  therein,  the  corporation  shall  indemnify  him  against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with  the  defense.
NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF  EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND  ADVANCEMENT  OF  EXPENSES.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or  advanced  pursuant  to  subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent  is  proper  in  the circumstances. The
determination  must  be  made:  (a)  By  the  stockholders;  (b) By the board of
directors  by  majority  vote  of  a quorum consisting of directors who were not
parties  to  the  action, suit or proceeding; (c) If a majority vote of a quorum
consisting  of  directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting  of  directors who were not parties to the action, suit or proceeding
cannot  be  obtained,  by  independent  legal  counsel  in  a  written  opinion.

2.  The  articles  of  incorporation,  the  bylaws  or  an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
the  director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) Does not exclude any other rights to which a
person  seeking indemnification or advancement of expenses may be entitled under
the  articles  of incorporation or any bylaw, agreement, vote of stockholders or
disinterested  directors  or  otherwise,  for  either  an action in his official
capacity  or an action in another capacity while holding his office, except that
indemnification,  unless  ordered  by a court pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf  of  any director or officer if a final adjudication establishes that his
acts  or omissions involved intentional misconduct, fraud or a knowing violation
of  the  law and was material to the cause of action. (b) Continues for a person
who  has  ceased  to be a director, officer, employee or agent and inures to the
benefit  of  the  heirs,  executors  and  administrators  of  such  a  person.

Articles of Incorporation and By-Laws.

The  Company's  Articles of Incorporation and By-Laws make no provisions for the
indemnification  of  officers  or  directors  of  the  corporation.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted  to  directors,  officers  and controlling persons of the Company, the
Company  has  been  advised  that  in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities  (  other than the payment by the Company of expenses
incurred  or paid by a director, officer or controlling person of the Company in
the  successful  defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent,  submit  to court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issues.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

No restricted securities are being re-offered or resold pursuant to this
registration statement.

ITEM 8. EXHIBITS

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index.

ITEM  9.  UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

           (1)  To  file,  during  any period in which offers or sales are being
           made,  a  post-effective  amendment to this Registration Statement to
           include  any  material  information  with  respect  to  the  plan  of
           distribution  not  previously disclosed in the Registration Statement
           or  any  material  change  to  such  information  in the Registration
           Statement.

           (2)  To treat, for the purpose of determining any liability under the
           Securities  Act  of 1933, each such post-effective amendment as a new
           registration  statement  relating  to the securities offered therein,
           and  the  offering of such securities at that time shall be deemed to
           be  the  initial  bona  fide  offering  thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
           amendment  any of the securities being registered which remain unsold
           at  the  termination  of  the  offering.

(b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in this
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.
SIGNATURES

           Pursuant  to  the  requirements  of  the  Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  September  15,  2004.

                                           BGR Corporation

                                           /s/ Bradford Miller
                                           -----------------------------------
                                           Bradford Miller
                                          President & Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following person in the capacities
and  on  the  date  indicated.

SIGNATURE                      TITLE                                     DATE

/s/ Bradford Miller            President & CEO                September 15, 2004
-------------------
Bradford Miller
ITEM 8. EXHIBITS

     Exhibit Number     Description
     ---------------    -----------

     4.1                Consulting Agreement, Jeffrey Flannery

     5.1                Opinion of Counsel, Michael L. Corrigan

     23.1               Consent of Certified Public Accountants

     23.2               Consent of Michael L. Corrigan (Included in Exhibit 5.1)