**EXHIBIT31.2**

 

BG FINANCIALGROUP, INC.CERTIFICATION - CHIEF FINANCIAL OFFICER

 

I, T. DonWaddell, certify that:

 

1.             I have reviewed this annual reporton Form 10-K of BG Financial Group, Inc.

 

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

 

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

 

4.             The small business issuer’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15eand 15d-15e) for the small business issuer and we have:

 

a)             designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)            evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)             disclosed in thisreport any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.             The small business issuer’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

a)             all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial information; and

 

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

 
| Date: April 14, 2005 | Signature:              | /s/ T. Don Waddell |   |
|---------------------------|-------------------------|--------------------|--------|
|                      | T. Don Waddell          |
|                      | Chief Financial Officer |

 

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