Exhibit 31.2

                            BG FINANCIAL GROUP, INC.

                     CERTIFICATION - CHIEF FINANCIAL OFFICER

I, T. Don Waddell, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of BG Financial  Group,
Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business  issuer's other  certifying  officer and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

   a) Designed such  disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that material  information  relating to the small business issuer,
including its consolidated subsidiaries,  is made known to us by others within
those entities,  particularly  during the period in which this report is being
prepared;

   b) Evaluated the  effectiveness  of the small  business  issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

   c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or is
reasonably  likely to materially  affect,  the small business  issuer's internal
control over financial reporting; and

5. The small business  issuer's other certifying  officers and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

   a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over financial  reporting which are reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and

   b) Any fraud,  whether or not  material,  that  involves  management or other
employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

Date:  August 13, 2004            Signature: /s/ T. Don Waddell
                                             -----------------------------------
                                             T. Don Waddell
                                             Chief Financial Officer