Exhibit 3.1


                     [FORM OF STOCK CERTIFICATE-FRONT SIDE]



                         INCORPORATED UNDER THE LAWS OF

                                  THE STATE OF

                                    TENNESSEE

NUMBER                                                                    SHARES
2384



                            BG FINANCIAL GROUP, INC.

                             GREENEVILLE, TENNESSEE

                                  COMMON STOCK



This Certifies that                 VOIDED                       is the owner of
                    --------------------------------------------
        VOIDED             Shares of the Capital Stock of
- --------------------------

transferable only on the books of the Corporation by the holder hereof in

person or by Attorney upon surrender of this Certificate properly endorsed.



In Witness  Whereof,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers and its  Corporate  Seal so be hereunto
affixed

this _______________ day of __________________ AD. 20____

_____________________                              ___________________________
     President                                             Secretary




                      [FORM OF STOCK CERTFICATE-BACK SIDE]



                            BG FINANCIAL GROUP, INC.

                                   CERTIFICATE

                                       FOR

                                     SHARES

                                       OF

                                  CAPITAL STOCK

                                    ISSUED TO

                         _______________________________

                                      DATED

                         _______________________________





     For Value Received,  __________________,  hereby sell, assign, and transfer
unto _____________________________________________________________________Shares
of the  Capital  Stock  represented  by the  within  certificate,  and do hereby
irrevocably constitute and appoint  __________________________________  Attorney
to transfer  the said Stock on the books of the within  named  Corporation  with
full power of substitution in the premises.



Dated ______________________________________

In presence of

____________________________________________