UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 12b-25
Commission File Number 000-50771
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NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For Transition Period Ended: ------------------------------------------
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:-------------------------
PART I
REGISTRANT INFORMATION
Name of registrant:
BG Financial Group, Inc.
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Former name if applicable:
N/A
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Address of principal executive office (street and number):
3095 East Andrew Johnson Highway
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City, state and zip code:
Greeneville, TN 37745
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Part II
Rule 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
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[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or subject
distribution report on Form 10-D, or portion thereof will be
filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (attach extra sheets if
needed.)
The Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2004 could not be filed within the prescribed time period because the
Registrant could not complete the preparation of the required information
without unreasonable effort and expense. The Registrant's executive staff
consists of two full-time employees. The passage of the Sarbanes-Oxley Act of
2002 has significantly increased the burden on these employees of preparing the
necessary information, which burden is in addition to their responsibilities for
the Registrant's ordinary business operations. As a result, those employees have
not been able to prepare the necessary information to be included in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2004.
Part IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Mark L. Miller 615 726-5740
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results or
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
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If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if separate, state the reasons why a reasonable
estimate of the results cannot be made.
SIGNATURES
BG FINANCIAL GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
By:/s/ J. Robert Grubbs
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J. Robert Grubbs
President and Chief Executive Officer
Date: March 30, 2005
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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