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 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;

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:

   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:  November 12, 2004          Signature: /s/ T. Don Waddell
                                             -----------------------------------
                                             T. Don Waddell
                                             Chief Financial Officer

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