UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 12b-25
Commission File Number 000-50771
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2005
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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:
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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
REGRISTRANT 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;
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[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
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[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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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 Quarterly Report on Form 10-Q for the quarter ended June 30,
2005 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
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: August 15, 2005
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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