UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the Fiscal Year Ended June 30, 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
                 (Name of small business issuer in its charter)

          Nevada                                       98-0353403
(State or other jurisdiction of          (I.R.S. employer identification number)
incorporation or organization)

7263 E. San Alfredo Drive, Scottsdale, AZ                85258
(Address of principal executive offices)               (Zip code)

                    Issuer's telephone number: (480) 596-4014

        Securities Registered Pursuant to Section 12(b) of the Act: NONE

   Title of each class                 Name of each exchange on which registered

           Securities Registered Pursuant to Section 12(g) of the Act:

                                     COMMON
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $2,625

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common  equity,  as of June
30, 2003. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $.515

State the number of shares outstanding of each of the issuer's classes of common
equity, as of September 4, 2003. 34,573,800 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]
<PAGE>
PART I.........................................................................3
   ITEM 1.  BUSINESS...........................................................3
   ITEM 2.  DESCRIPTION OF PROPERTY............................................6
   ITEM 3.  LEGAL PROCEEDINGS..................................................6
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................6

PART II........................................................................6
   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........6
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........7
   ITEM 7.  FINANCIAL STATEMENTS...............................................8
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE...........................................9

PART III.......................................................................9
   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT..................9
   ITEM 10. EXECUTIVE COMPENSATION............................................10
   ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS.....11
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................12
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................12

SIGNATURES....................................................................13

                                       2
<PAGE>
                           FORWARD LOOKING STATEMENTS

     This Annual Report contains forward-looking  statements about the Company's
financial  condition,  and prospects that reflect  management's  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 assumptions  should prove incorrect,  or if any of the
risks and uncertainties  underlying such expectations  should  materialize,  BGR
Corporation's  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, ability
to identify and merge with an operating  entity,  managements'  ability to raise
capital  in the  future,  the  retention  of key  employees  and  changes in the
regulation of the public company.

     There may be other risks and circumstances that management may be unable to
predict.  When  used in this  Report,  words  such  as,  "BELIEVES,"  "EXPECTS,"
"INTENDS,"  "PLANS,"  "ANTICIPATES,"  "ESTIMATES"  and similar  expressions  are
intended to identify and qualify forward-looking statements,  although there may
be certain  forward-looking  statements  not  accompanied  by such  expressions.
However, the forward-looking  statements contained herein are not covered by the
safe harbors created by Section 21E of the Securities Exchange Act of 1934.

                                     PART I

ITEM 1. BUSINESS.

OVERVIEW AND HISTORY

     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's  partner,  Global Restaurant  Development
Company,  is a  professional  restaurant  designer,  franchiser,  and restaurant
management company where principles have extensive experience in the industry.

     Global provides the following services:

        a.)  Complete Design and Lay-out of stores
        b.)  National rollout program
        c.)  National marketing and public relations program
        d.)  Franchise sales program
        e.)  Project management
        f.)  Real Estate
        g.)  Architecture
        h.)  Construction and Construction management
        i.)  New franchisee training program
        j.)  Complete operations department
        k.)  Website development

                                       3
<PAGE>
     The Company is currently in discussions with several companies operating in
the fast casual food  industry.  It is the Company's  intention to acquire these
companies as subsidiaries.  With partner Global Restaurant  Development Company,
the Company  expects to  aggressively  rollout  nationally  the fast casual food
restaurant concepts within the coming year.

SUBSIDIARIES

     The Company currently has no subsidiaries.

PROPRIETARY RIGHTS

     The Company currently does not possess trademarks,  patents, or copyrights,
in relation to their  products and services.  Policing  unauthorized  use of the
Company's  proprietary  and other  intellectual  property  rights  could,  while
currently unlikely, could entail significant expenses. In addition, there can be
no assurance  that third parties will not bring claims of copyright or trademark
infringement  against the Company or claim that certain aspects of its processes
or features  violates a patent they hold.  There can be no assurance  that third
parties will not claim that the Company has misappropriated their creative ideas
or formats or otherwise  infringed upon their proprietary  rights. Any claims of
infringement,  with or without merit, could be time consuming to defend,  result
in costly litigation,  divert management attention, require the Company to enter
into costly royalty or licensing  arrangements to prevent the Company from using
important  technologies or methods,  any of which could have a material  adverse
effect on the Company's business, financial condition or operating results.

EMPLOYEES

     The Company's officers and directors are currently the only employees as of
September  2003.  The employees are  currently not  represented  by a collective
bargaining agreement, and the Company believes that relations with its employees
are good. There are no known problems or issues regarding any former  employees,
officers, or directors.

RISK FACTORS

     The following discussion contains,  in addition to historical  information,
forward-looking  statements that involve risks and uncertainties.  The Company's
actual  results  could differ  significantly  from the results  discussed in the
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences  include,  but are not limited to, those discussed below and in Item
6,  "Management's  Discussion  and  Analysis of  Financial  Condition or Plan of
Operation."

LIMITED OPERATING HISTORY

     The Company was  incorporated  on July 6, 2001,  with a principal  business
objective  of  developing  the  companies  that it had  interests in with a view
towards  enhancing their value as potential  take-over targets or through taking
them public.  It had a limited  operating history on which to base an evaluation
for  businesses  and  prospects.  The Company's  prospects must be considered in
light  of  the  risks,  expenses  and  difficulties  frequently  encountered  by
companies  in  their  early  stage of  development,  particularly  companies  in
evolving markets.  These risks include,  but are not limited to, an evolving and
unpredictable  business  model,  dependence on the growth in use of the products
and services provided,  the acceptance of the products and services, the ability
to attract and retain a suitable user base, rapid  technological  change and the
management of growth.  In view of the Company's  business  model and its limited
operating  history,  it is believed  that  period-to-period  comparisons  of the
operating  results are not necessarily  meaningful and should not be relied upon
as an indication of future performance.

UNPREDICTABILITY  OF  FUTURE  REVENUES;   POTENTIAL  FLUCTUATIONS  IN  QUARTERLY
OPERATING RESULTS; SEASONALITY

     As a result of the Company's  limited  operating  history,  it is unable to
accurately forecast future revenues, if any. The Company anticipates that it may
experience  significant  fluctuations in its future quarterly  operating results
due to a variety of factors, many of which are outside its control. Factors that
may adversely affect the quarterly  operating results include (i) the ability to
attract a new  business  model;  (ii) the  ability to upgrade  and  develop  its

                                       4
<PAGE>
systems and  infrastructure;  and (iii) the amount and timing of operating costs
and  capital  expenditures  relating to  expansion  of the  Company's  business,
operations and infrastructure.

     Due to the foregoing factors,  in one or more future quarters the Company's
operating  results may fall below the  expectations  of securities  analysts and
investors.  In such event, the trading price of the Common Stock would likely be
materially adversely affected.

DEPENDENCE ON KEY PERSONNEL; NEED FOR ADDITIONAL PERSONNEL

     The Company's performance is substantially dependent on the services and on
the performance of its officers and directors.  The Company's  performance  also
depends on its ability to attract,  hire,  retain, and motivate its officers and
key  employees.  The loss of the  services of any of the  executive  officers or
other key  employees  could  have a  material  adverse  effect on the  Company's
business, prospects, financial condition, and results of operations. The Company
has  not  entered  into  long-term  employment  agreements  with  any of its key
personnel and currently has no "Key Man" life insurance policies.  The Company's
future success may also depend on it ability to identify,  attract, hire, train,
retain, and motivate other highly skilled technical, managerial,  marketing, and
customer service personnel. Competition for such personnel is intense, and there
can be no  assurance  that the  Company  will be able to  successfully  attract,
assimilate,  or retain sufficiently qualified personnel.  The failure to attract
and retain the necessary technical, managerial,  marketing, and customer service
personnel  could  have a  material  adverse  effect on the  Company's  business,
prospects, financial condition, and results of operations.

ESTABLISHMENT OF AN OPERATING ENTITY

     The Company believes that  establishing and maintaining an operating entity
is a critical aspect of the Company's  business  model.  The Company has not yet
developed an operating  entity and if it fails to do so it could have a material
adverse  impact on its business.  Promotion and  enhancement of this entity will
depend largely on the success of this entity in providing high quality  services
or  products,  which cannot be assured.  If users do not perceive the  Company's
future products or services to be comprehensive  and of high quality,  or if the
Company  introduces new features,  or enters into new business ventures that are
not favorably  received by the public,  the Company will risk diluting the value
of its operating  entity.  If the Company fails to provide high quality services
or product, or otherwise to promote and maintain a service or product, or if the
Company incurs excessive  expenses in an attempt to improve services or product,
or promote and maintain a service or product,  future  results of operations and
financial condition could be materially and adversely affected.

GROWTH STRATEGY IMPLEMENTATION; ABILITY TO MANAGE GROWTH

     The Company  anticipates  that  significant  expansion  will be required to
address  the  Company's  business  plan and  shareholder  value.  The  Company's
expansion  is  expected  to  place  a  significant  strain  on  its  management,
operational  and  financial  resources.  To manage  any  material  growth of the
Company's  operations  and  personnel,  the  Company  may be required to improve
existing  operational  and  financial  systems,  procedures  and controls and to
expand,  train and manage its employee base.  There can be no assurance that the
Company's planned personnel, financing, systems, procedures and controls will be
adequate to support its future operations, that management will be able to hire,
train,  retain,  motivate and manage  required  personnel or that its management
will be able to successfully identify, manage and exploit existing and potential
market opportunities. If the Company is unable to manage growth effectively, its
business,  prospects,  financial  condition,  and results of  operations  may be
materially adversely affected.

POSSIBLE FUTURE ISSUANCE OF COMMON STOCK

          The Company is authorized to issue up to 100,000,000  Shares of Common
Stock.  Presently,  there  are  34,573,800  shares of Common  Stock  issued  and
outstanding.  Additional  issuances  of Common  Stock may be  required  to raise
capital, to acquire stock or assets of other companies,  to compensate employees
or to undertake other activities without stockholder approval.  These additional

                                       5
<PAGE>
issuances of Common Stock will increase  outstanding  shares and further  dilute
stockholders' interests. Because the Company's Common Stock is currently subject
to the existing rules on penny stocks, the market liquidity for and value of its
securities can be severely adversely affected.

ITEM 2.  PROPERTIES.

     Corporate   headquarters   are  located  at  7263  E.  San  Alfredo  Drive,
Scottsdale, AZ 85258. The dimension of the new office space is approximately 200
square  feet.  The space is at no charge to the  Company  and is  provided  by a
related  party.  The Company does not have any  additional  facilities,  nor are
there proposed programs for the renovation,  improvement,  or development of the
properties currently being utilized.

ITEM 3. LEGAL PROCEEDINGS.

The Company was not subject to, in the years 2002 and 2003, nor are we currently
subject to any legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The Company's  common stock is currently  traded on the OTC Bulletin  Board
under the stock ticker symbol  "BGRR." The following sets forth the high and low
bid  quotations  for the Common  Stock for the year.  These  quotations  reflect
prices  between  dealers,  do  not  include  retail  mark-ups,   markdowns,  and
commissions and may not necessarily represent actual transactions.

                                                             HIGH           LOW
                                                             ----           ---
     2003
     For the period (July 1, 2002 to June 30, 2003)         $2.00           $.08

     During  the year  ended June 30,  2003,  there were no shares of  preferred
stock issued, or outstanding, and the Company did not offer stock options to its
employees.

     There are approximately 30,000,000 shares of restricted common Stock of the
Company of which most of these restricted shares are less than two years old and
can only be sold under Rule 144 under the Securities Act of 1933, as amended.

     There is  currently  a common  equity  that is being or is  proposed  to be
publicly  offered by the  Company,  the  offering of which could have a material
effect on the market price of the issuer's common equity.

HOLDERS

     As of September 4, 2003, the Company had  approximately  59 stockholders of
record.

DIVIDEND POLICY

     The Company has not paid any  dividends to date.  In addition,  it does not
anticipate paying dividends in the foreseeable future. The Board of Directors of
the Company will review its dividend  policy from time to time to determine  the
desirability and feasibility of paying  dividends after giving  consideration to
the Company's earnings, financial condition, capital requirements and such other
factors as the board may deem relevant.

                                       6
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     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's  partner,  Global Restaurant  Development
Company,  is a  professional  restaurant  designer,  franchiser,  and restaurant
management company where principles have extensive experience in the industry.

     The Company is currently in  negotiations  with several  restaurant  chains
that  fall  into the  fast-casual  restaurant  concept.  One such  concept  is a
restaurant  chain  that  specializes  in  quality  hand made ice  cream  treats,
old-fashioned  hamburgers,  french  fries and hand  breaded  onion  rings.  Each
restaurant  is  designed  to purvey a feeling of an  old-fashioned  neighborhood
"burger  joint" or malt  shop.  There  distinctive  "over the rim"  extra  thick
shakes,  made in dozens of flavors,  have made the brand famous and set it apart
from competitors.

     Another  concept the Company is  currently in  negotiations  with serves up
noodles.  Their  menu has a mixture of Asian,  Italian,  American,  and  Mexican
influences in  made-to-order  noodle dishes.  The entrees range from about $6 to
$9, and salads and appetizers are sold as well. The made-to-order  noodle dishes
are  served in a  fast-casual  concept  that is a step up from fast  food,  with
softer lighting, open kitchens and eye-pleasing design touches. This fast-casual
concept has sold 39 franchises and has 25 more in negotiations.

REVENUES

     The  Company  had  revenues  of $2,625 and $68 for the years ended June 30,
2003 and 2002 respectively.

G & A EXPENSES

     Operating expenses totaled $39,353 and $37,522 for the years ended June 30,
2003 and 2002, respectively.

NET LOSS

     The  Company  incurred  a net loss in the amount of  $39,353,  for the year
ended June 30, 2003. This represents an increase of $1,831 over the net loss for
the prior year 2002 of $37,522.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company   experienced  a  cash  outflow  of  $61,602  from  continuing
operations  during the year ended June 30, 2003, as compared to a net of $17,488
during the year ended June 30, 2002.  The Company did not  purchase  assets with
cash during the year ended June 30, 2003.

     The Company received no cash proceeds from the issuance of common stock for
equity investments in the Company during the year ended June 30, 2003 and 2002.

CASH NEEDS FOR THE NEXT TWELVE MONTHS

     For the year 2003, 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 12 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  12  months,  there  is a
potential going concern issue.

                                       7
<PAGE>
     The Company  cannot give  assurance  that it can generate the cash it needs
for the next 12 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
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 7.  FINANCIAL STATEMENTS

     The following  documents  (pages F-1 to F-8) form part of the report on the
Financial Statements

                                                                 PAGE
                                                                 ----

Independent Auditors' Report                                  F-1 to F-2
Balance Sheet                                                     F-3
Statements of Operations                                          F-4
Statement of Stockholders' Equity                                 F-5
Statements of Cash Flows                                          F-6
Footnotes                                                     F-7 to F-9

                                       8
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
BGR Corporation


We have  audited the  balance  sheet of BGR  Corporation  (a  Development  Stage
Company),  as of  June  30,  2003  and the  related  statements  of  operations,
stockholders'  equity  (deficit)  and cash flows for the year then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  based on our audit, the financial  statements referred to above
present  fairly,  in  all  material  respects,  the  financial  position  of BGR
Corporation as of June 30, 2003 and the results of its operations and cash flows
for the year then ended,  in conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company  has not yet  commenced  operations,  raised
capital or  implemented a plan of  operations.  These matters 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 the outcome of
this uncertainty.


/s/ EPSTEIN, WEBER & CONOVER, P.L.C.

Scottsdale, Arizona
September 24, 2003

                                      F-1
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C.                  941 East 3300 South, Suite 202
Certified Public Accountants                      Salt Lake City, Utah 84106
and Business Consultants
Member SEC Practice Section
of the AICPA                                      Telephone 801 486-0096
                                                  Fax 801 486-0098

Board of Directors
Cortex Systems, Inc.
Victoria B.C. Canada

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have  audited the  accompanying  balance  sheet of Cortex  Systems  Inc.
(development  stage  company)  at June 30,  2002 and the  related  statement  of
operations,  stockholders'  equity,  and cash flows for the period  July 6, 2001
(date of  inception)  to June  30,  2002.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statements  presentation.  We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Cortex Systems Inc. at June
30,  2002 and the results of  operations,  and cash flows for the period July 6,
2001  (date  of  inception)  to June  30,  2002 in  conformity  with  accounting
principles generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company does not have  sufficient
working capital to service its debt and for its planned  activity,  which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in  regard to these  matters  are  described  in Note 5.  These  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Andersen Andersen and Strong

Salt Lake City, Utah
September 25, 2003

                                      F-2
<PAGE>
                                 BGR CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        BALANCE SHEET AS OF JUNE 30, 2003


ASSETS

CURRENT ASSETS                                                         $     --

                                                                       --------
TOTAL ASSETS                                                                 --
                                                                       ========

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES
  Accounts payable                                                     $     25

                                                                       --------
TOTAL LIABILITIES                                                            25
                                                                       --------
STOCKHOLDERS' DEFICIT:
  Common stock, $0.0001 par value, 100,000,000 shares
   authorized, 34,573,800 shares issued and outstanding                   3,457
  Additional paid-in capital                                             73,393
  Deficit accumulated during the development stage                      (76,875)
                                                                       --------
      Total stockholders' deficit                                           (25)

                                                                       --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $     --
                                                                       ========

                   The Accompanying Notes are an Integral Part
                   of these Consolidated Financial Statements

                                      F-3
<PAGE>
                                 BGR CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              JULY 6, 2001        JULY 6, 2001
                                            FOR THE             (DATE OF            (DATE OF
                                          YEAR ENDED          INCEPTION) TO       INCEPTION) TO
                                         JUNE 30, 2003        JUNE 30, 2002       JUNE 30, 2003
                                         -------------        -------------       -------------
<S>                                       <C>                 <C>                 <C>
INCOME                                    $      2,625        $         68        $      2,693
                                          ------------        ------------        ------------

COSTS AND EXPENSES:
  General and administrative expense            41,978              37,590              79,568
                                          ------------        ------------        ------------
      Total                                     41,978              37,590              79,568
                                          ------------        ------------        ------------
INCOME (LOSS) FROM OPERATIONS                  (39,353)            (37,522)            (76,875)

INCOME TAXES                                        --                  --                  --
                                          ------------        ------------        ------------
NET INCOME (LOSS)                         $    (39,353)       $    (37,522)       $    (76,875)
                                          ============        ============        ============

NET INCOME (LOSS) PER COMMON SHARE
  Basic                                   $          *        $          *        $          *
                                          ============        ============        ============
  Diluted                                 $          *        $          *        $          *
                                          ============        ============        ============
WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING (BASIC AND DILUTED)            34,573,800          30,860,729          32,687,502
                                          ============        ============        ============
</TABLE>

* - less than $0.01 per share

                   The Accompanying Notes are an Integral Part
                           of the Financial Statement

                                      F-4
<PAGE>
                                 BGR CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
            FOR THE PERIOD JULY 6, 2001 (INCEPTION) TO JUNE 30, 2003

<TABLE>
<CAPTION>
                                        COMMON STOCK          ADDITIONAL
                                     --------------------      PAID-IN    ACCUMULATED
                                     SHARES        AMOUNT      CAPITAL      DEFICIT         TOTAL
                                     ------        ------      -------      -------         -----
<S>                                <C>             <C>         <C>          <C>            <C>
Common Shares issued for cash      34,573,800      $3,457      $73,393      $     --       $ 76,850

Net loss for the period from
inception to June 30, 2002                 --          --           --       (37,522)       (37,522)
                                   ----------      ------      -------      --------       --------

BALANCE JUNE 30, 2002              34,573,800       3,457       73,393       (37,522)        39,328
                                   ----------      ------      -------      --------       --------
Net loss for the year ended
 June 30, 2003                             --          --           --       (39,353)       (39,353)
                                   ----------      ------      -------      --------       --------

BALANCE JUNE 30, 2003              34,573,800      $3,457      $73,393      $(76,875)      $    (25)
                                   ==========      ======      =======      ========       ========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-5
<PAGE>
                                 BGR CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                        PERIOD FROM           PERIOD FROM
                                                                        JULY 6, 2001          JULY 6, 2001
                                                                     (DATE OF INCEPTION)   (DATE OF INCEPTION)
                                                       YEAR ENDED            TO                    TO
                                                      JUNE 30, 2003     JUNE 30, 2002         JUNE 30, 2003
                                                      -------------     -------------         -------------
<S>                                                     <C>               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net  (loss)                                           $(39,353)         $(37,522)             $(76,875)
  Adjustments to reconcile net income to net cash
   used in operating activities:
    Common stock issued as consderation for services                            90                    90
    Write-off of Loan from Shareholder                    (2,330)                                 (2,330)
  Changes in assets and liabilities:
    Accounts payable and accrued liabilities             (19,919)           19,944                    25
                                                        --------          --------              --------
       Net cash used in operating activities             (61,602)          (17,488)              (79,090)
                                                        --------          --------              --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of advances from shareholder                 (12,170)               --               (12,170)
  Proceeds from advances from shareholder                     --            14,500                14,500
  Common stock issued for cash                                --            76,760                76,760
                                                        --------          --------              --------
       Net cash used in financing activities             (12,170)           91,260                79,090
                                                        --------          --------              --------

INCREASE (DECEASE) IN CASH AND EQUIVALENTS               (73,772)           73,772                    --

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                 73,772                --                    --
                                                        --------          --------              --------

CASH AND EQUIVALENTS, END OF PERIOD                     $     --          $ 73,772              $     --
                                                        ========          ========              ========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                         $     --          $     --              $     --
                                                        ========          ========              ========
  Income taxes paid                                     $     --          $     --              $     --
                                                        ========          ========              ========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-6
<PAGE>
                                 BGR CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        FOR THE YEAR ENDED JUNE 30, 2003

1. ORGANIZATION AND BASIS OF PRESENTATION

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 begun negotiations with at least one
target.  To  date,  the  Company  has  had no  revenues  associated  with  these
activities.

The  Company's  ownership  includes an interest  of  approximately  87% owned by
Iceberg Food Systems Corp.

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  and has  identified  at least one  possible
candidate.  However,  the Company has not yet 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.  The Company had no cash or
cash equivalents as of June 30, 2003.

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.

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

                                      F-7
<PAGE>
                                 BGR CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEAR ENDED JUNE 30, 2003 (CONT.)

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 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.

                                      F-8
<PAGE>
                                 BGR CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEAR ENDED JUNE 30, 2003 (CONT.)

3. INCOME TAXES

The  Company  recognizes  deferred  income  taxes  for the  differences  between
financial  accounting and tax bases of assets and liabilities.  Income taxes for
the year ended June 30, 2003 consist of the following:


     Current tax provision (benefit)          $(5,900)
     Deferred tax provision (benefit)           5,900
                                              -------

     Total income tax provision (benefit)     $     0
                                              =======

There were no material temporary book/tax  differences for the period ended June
30, 2003.  There was a deferred tax asset of $11,850 at June 30, 2003,  relating
to net operating  loss  carryforwards  of  approximately  $79,000.  The deferred
income  tax  asset is fully  offset  by a  valuation  allowance.  The  valuation
allowance  was  increased  by $5,900 in the year  ended June 30,  2003.  The net
operating loss carryforwards begin to expire in 2021.

4. 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.

5. RELATED PARTY TRANSACTIONS

The Company's former officers, directors and majority shareholders made advances
to the Company in order for the Company to pay its  operating  expenses.  During
the year ended June 30, 2003, the Company repaid $12,170 of the advances. One of
these individuals forgave the balance due to him of $2,330 during the year ended
June 30, 2003.

At June 30,  2003,  the Company  utilized  office  space  provided by one of its
officers and directors at no charge to the Company.

                                      F-9
<PAGE>
ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     On August 22, 2003 the Company  filed a Change in  Registrant's  Certifying
Account with the SEC. The Company has no  disagreements  with its accountants on
accounting and financial disclosure.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

     The names,  ages and  positions of the  Company's  directors  and executive
officers are as follows:

          Name                   Age              Position
          ----                   ---              --------
     Jerry Brown                  66          President & Director
     Edward C. Heisler            37          Secretary
     Colin Campbell               44          Treasurer
     George Krotonsky             31          Director
     Alan Smith                   52          Director
     Gordon J. Sales              66          Director

FAMILY RELATIONSHIPS

     There are no family  relationships  between  the  Company's  directors  and
executive officers.

WORK EXPERIENCE

JERRY BROWN,  PRESIDENT,  Mr. Brown is a CPA with over 30 years of financial and
administrative  management  experience  with a large law firm in Salt Lake City,
Utah, where he held the position of Director of Finance and  Administration.  He
has experience in banking relations,  property  management and employee benefits
in addition to his extensive  experience in accounting,  business management and
taxation.

EDWARD C.  HEISLER,  SECRETARY,  Mr.  Heisler,  who holds a Bachelor  of Science
Degree in Business Management, has held several executive positions with various
public companies.  He brings with him a strong  knowledge,  not only in business
management, but also in corporate filings and compliance.

COLIN  CAMPBELL,  TREASURER,  Dr.  Campbell,  who holds a Doctorate  of Business
Administration,  a Masters Degree in Business Administration,  and a Bachelor of
Arts Degree in  Economics,  is the president and founder of Campbell and Company
Financial Group Inc.  Campbell and Company Financial Group Inc. is an accounting
firm  specializing in providing  account  services for those in the food service
industry.

GEORGE  KROTONSKY,  DIRECTOR,  Mr.  Krotonsky  is a  founding  member  of Global
Restaurant  Development  Company and has over fifteen  years  experience  in the
restaurant  and  franchise  industries  including  over six years  with  Brinker
International.  He brings  extensive  experience  in restaurant  operations  and
training,  menu and recipe development,  financial  budgeting,  facility design,
restaurant layouts and workflow designs.

ALAN SMITH,  OUTSIDE DIRECTOR,  Mr. Smith, who holds both a Bachelor and Masters
Degrees and has served as an officer and director for many public companies, has
provided audit, accounting,  finance and administrative consulting services to a
wide range of  privately  owned and public  companies  through his  wholly-owned
company Avid Management Corporation.

GORDON J. SALES, OUTSIDE DIRECTOR,  is the president and CEO of Crystal Graphite
Corporation.  In addition,  his past experiences have included several executive
positions  with  various  public  companies.  Mr.  Sales  brings a high level of
operating management and marketing skills, and will provide BGR Corporation with
a wealth of experience as an outside director.

                                       9
<PAGE>
INVOLVEMENT ON CERTAIN MATERIAL LEGAL PROCEEDINGS DURING THE LAST FIVE YEARS

(1) No director, officer,  significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations.

(2) No  bankruptcy  petitions  have been filed by or  against  any  business  or
property of any  director,  officer,  significant  employee or consultant of the
Company nor has any  bankruptcy  petition been filed  against a  partnership  or
business  association  where these  persons were  general  partners or executive
officers.

(3)  No  director,   officer,   significant  employee  or  consultant  has  been
permanently or temporarily enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking activities.

(4) No director, officer or significant employee has been convicted of violating
a federal or state securities or commodities law.

ITEM 10. EXECUTIVE COMPENSATION

REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

     The  Company  does  not  have  employment  agreements  with  its  executive
officers.  They have yet to  determine  the  appropriate  terms  needed  for the
creation of employment agreements for its officers. There has been no discussion
with  any of the  Company's  officers  regarding  any  potential  terms of these
agreements,  nor have such  terms  been  determined  with any  specificity.  The
Company  plans to have these  agreements  completed by the beginning of the next
year. They have no proposal,  understanding  or arrangement  concerning  accrued
earnings  to be paid  in the  future.  In the  meanwhile,  none  of the  current
executive officers have been drawing salaries since they were appointed to their
positions.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                   Annual Compensation             Long-Term Compensation
                               ----------------------------    ----------------------------------
                                                     Other
                                                     Annual    Restricted   Securities              All Other
   Name and                                         Compensa     Stock      Underlying    LTIP      Compensa
Principal Position       Year  Salary($)  Bonus($)   tion($)    Awards($)   Options(#)  Payouts($)   tion($)
------------------       ----  ---------  --------   -------    ---------   ----------  ----------   -------
<S>                    <C>      <C>        <C>       <C>      <C>           <C>         <C>         <C>
Jerry Brown              2003     0          0         0                0        0          0          0
President

Edward C. Heisler        2003     0          0         0                0        0          0          0
Secretary

Colin Campbell           2003     0          0         0                0        0          0          0
Treasurer

Ingrid C. Friesen        2003     0          0         0      $14,375,000        0          0          0
Former Secretary &
Treasurer

Kenneth H. Finkelstein   2003     0          0         0      $14,375,000        0          0          0
Former President
</TABLE>

DIRECTORS' COMPENSATION

     The  Company  has no formal  or  informal  arrangements  or  agreements  to
compensate its directors for services they provide as directors of the Company.

                                       10
<PAGE>
EMPLOYMENT CONTRACTS AND OFFICERS' COMPENSATION

     Since incorporation, the Company has not paid compensation to its officers.
The  Company  does  not  have  employment  agreements  with  any of its  current
officers,  directors of employees.  Any future  compensation to be paid to these
individuals  will be  determined  by the  Board  of  Directors,  and  employment
agreements will be executed.

STOCK OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN

     The Company,  as of September  2003,  does not have an existing or proposed
option/SAR grants. In September of 2003 the Company offered stock options to its
employees  through a Qualified Stock Option Plan that reserved  1,000,000 shares
for the plan.  The Company did issue  125,000  shares to  consultants  under the
plan.

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     The  following  table sets forth as of June 30,  2003  certain  information
regarding the beneficial ownership of our common stock by:

     1.   Each person who is known by us to be the beneficial owner of more than
          5% of the common stock,

     2.   Each of our directors and executive officers and

     3.   All of our directors and executive officers as a group.

     Except as otherwise  indicated,  the persons or entities  listed below have
sole  voting and  investment  power with  respect to all shares of common  stock
beneficially owned by them, except to the extent such power may be shared with a
spouse. No change in control is currently being contemplated.

                    Name and Address           Amount and Nature of
Title of Class     of Beneficial Owner          Beneficial Owner      %of Class
--------------     -------------------          ----------------      ---------
Common Stock   Iceberg Food Systems Corp           16,410,000
               Scottsdale, AZ                        > 5%                47%

Common Stock   Advantage Nevada Corporation         1,903,000
               Allison Park, PA                      > 5%               5.5%

Common Stock   Alexis Group LLC (Jerry Brown)       1,350,000
               Scottsdale, AZ                        Officer              4%

Common Stock   Edward C. Heisler                    1,445,000
               Scottsdale, AZ                        Officer              4%

Common Stock   Colin Campbell                         500,000
               Chandler, AZ                          Officer              1%

Common Stock   Alan Smith                             500,000
               Edinburgh,  Scotland                  Director             1%

Common Stock   Gordon Sales                           500,000
               Vancouver, B.C.                       Director             1%

Common Stock   All Directors and Officers           4,295,000            12%

NON-VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     The Company has not issued any non-voting securities.

                                       11
<PAGE>
OPTIONS, WARRANTS AND RIGHTS

     The Company has no options, warrants and rights outstanding

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Jerry Brown, Company President,  Edward C. Heisler,  Company Secretary, and
Colin Campbell,  Company  Treasurer,  are officers of Iceberg Food Systems Corp.
Iceberg  Food  Systems  Corp is the  beneficial  owner  of 47% of the  Company's
current outstanding common stock.

     The Company's former  officers,  directors and majority  shareholders  made
advances to the Company in order for the Company to pay its operating  expenses.
During the year ended June 30, 2003, the Company repaid $12,170 of the advances.
One of these  individuals  forgave the  balance due to him of $2,330  during the
year ended June 30, 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Number                 Name and/or Identification of Exhibit
--------------                 -------------------------------------
    31.1       Certification of Chief Executive Officer pursuant to Section 302
               of The Sarbanes-Oxley Act Of 2002 Exhibit

    31.2       Certification of Chief Financial Officer pursuant to Section 302
               of The Sarbanes-Oxley Act Of 2002

    32.1       Certification of Chief Executive Officer pursuant to Section 906
               of The Sarbanes-Oxley Act Of 2002

    32.2       Certification of Chief Financial Officer 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
----------                -----------------------------------------------
11/26/2002     Item 5 - Other Events

12/06/2002     Item 5 - Other Events

01/21/2003     Item 5 - Other Events

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

                                       12
<PAGE>
                                   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          September 25, 2003
-----------------------
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                        September 25, 2003
-----------------------
Jerry Brown

/s/ Edward C. Heisler        Secretary                        September 25, 2003
-----------------------
Edward C. Heisler

/s/ Colin Campbell           Treasurer                        September 25, 2003
-----------------------
Colin Campbell

                                       13