SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 2007
BG FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Tennessee | 000-50771 | 20-0307691 |
(State or Other Jurisdiction of | (Commission | (I.R.S. Employer |
| InCompany or Organization) | File Number) | Identification Number) |
| 3095 East Andrew Johnson Highway, | Greeneville, Tennessee | 37745 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
| Registrant’s telephone number, including area code: | (423) 636-1555 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
On May 22, 2007, BG Financial Group, Inc. (the "Company"), dismissed its independent public accountants, Pershing Yoakley & Associates, P.C. ("PYA"). Also on May 22, 2007, the Company appointed Hazlett, Lewis & Bieter, PLLC ("HLB") as its new independent public accountants effective immediately. The Company's Board of Directors approved the appointment of HLB, based upon the recommendation of the Audit Committee of the Board of Directors.
PYA's reports on the Company's consolidated financial statements for each of the years ended December 31, 2006 and December 31, 2005, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended December 31, 2006 and December 31, 2005, and the subsequent interim period through May 22, 2007, there are no disagreements with PYA on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to PYA's satisfaction, would have caused PYA to make reference to the subject matter of the disagreement in connection with its report on the Company's consolidated financial statements for such years.
None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years of the Company ended December 31, 2006 or within the subsequent interim period through May 22, 2007.
The Company provided PYA with a copy of the foregoing disclosures. Attached as Exhibit 16.1, is a copy of PYA's letter, dated May 22, 2007, stating its agreement with such statements.
During the two most recent fiscal years ended December 31, 2006 and December 31, 2005, and the subsequent interim period through May 22, 2007, the Company did not consult with HLB regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements. None |
| (b) | Pro Forma Financial Information. None |
EXHIBIT DESCRIPTION
16.1 Letter from Pershing Yoakley & Associates, P.C. regarding change in independent auditor
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Dated: May 22, 2007 | By: /s/ T. Don Waddell |
| | | Title: Chief Financial Officer |
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION
16.1 Letter from Pershing Yoakley & Associates, P.C. regarding change in independent auditor
