SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): November 30, 2004
                                                 -------------------------------


                            BG FINANCIAL GROUP, INC.
                            ------------------------
               (Exact Name of Registrant as Specified in Charter)


         Tennessee                     000-50771                20-0307691
--------------------------------------------------------------------------------
(State or Other Jurisdiction of       (Commission           (I.R.S. Employer
Incorporation or Organization)        File Number)        Identification Number)

3095 East Andrew Johnson Highway, Greeneville, Tennessee             37745
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                    (Zip Code)

Registrant's telephone number, including area code:  (423) 636-1555
                                                   -----------------------------

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 4.01     Changes in Registrant's Certifying Accountant

     On November 30, 2004, BG Financial Group, Inc. (the "Company"),  received a
letter of resignation  from its  independent  public  accountants,  Dent K. Burk
Associates,  P.C.  ("Dent  K.  Burk").  Dent K.  Burk  decided  to resign as the
Company's independent public accountants because of the increased administrative
and  education  costs Dent K. Burk has incurred as a result of  providing  audit
services to one  Securities  and  Exchange  Commission  registered  company.  On
November 30, 2004, the Company appointed  Pershing Yoakley & Associates  ("PYA")
as its new independent public accountants effective  immediately.  The Company's
Board  of  Directors   approved  the   appointment   of  PYA,   based  upon  the
recommendation of the Audit Committee of the Board of Directors.

     Dent K. Burk's reports on the Company's  consolidated  financial statements
for each of the years ended  December 31, 2003 and  December  31, 2002,  did not
contain an adverse opinion or disclaimer of opinion,  nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.

     During the years ended  December 31, 2003 and  December  31, 2002,  and the
subsequent  interim period through November 30, 2004, there are no disagreements
with  Dent  K.  Burk on any  matters  of  accounting  principles  or  practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreement, if not resolved to Dent K. Burk's satisfaction,  would have caused
Dent K. Burk to make  reference  to the subject  matter of the  disagreement  in
connection with its report on the Company's  consolidated  financial  statements
for such years.

     None of the reportable  events described in Item 304(a)(1)(v) of Regulation
S-B  occurred  within the two most  recent  fiscal  years of the  Company  ended
December 31, 2003 or within the subsequent  interim period through  November 30,
2004.

     The Company provided Dent K. Burk with a copy of the foregoing disclosures.
Attached as Exhibit 16.1, is a copy of Dent K. Burk's letter, dated November 30,
2004, stating its agreement with such statements.

     During  the two most  recent  fiscal  years  ended  December  31,  2003 and
December 31, 2002, and the subsequent  interim period through November 30, 2004,
the Company did not consult with PYA  regarding any of the matters or events set
forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.

Item 9.01     Financial Statements and Exhibits.

      (a)  Financial Statements of Business Acquired

           Not applicable

      (b)  Pro Forma Financial Information

           Not applicable

      (c)  Exhibits


EXHIBIT                    DESCRIPTION

16.1                       Letter  from Dent K. Burk  Associates, P.C. regarding
                           change in independent auditor



<PAGE>


                                   Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                      BG FINANCIAL GROUP, INC.

Dated:   November 30, 2004                            By: /s/ T. Don Waddell
                                                         -----------------------
                                                         T. Don Waddell
                                                         Chief Financial Officer
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{"company-data": {"conformed-name": "BG Financial Group, Inc.", "cik": "0001290505", "assigned-sic": "6035", "irs-number": "200307691", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50771", "film-number": "041174775"}, "business-address": {"street1": "3095 E.ANDREW JOHNSON HWY", "city": "GREENEVILLE", "state": "TN", "zip": "37745", "phone": "423-636-1555"}, "mail-address": {"street1": "3095 E.ANDREW JOHNSON HWY", "city": "GREENEVILLE", "state": "TN", "zip": "37745"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 30, 2004
                                                 -------------------------------

                            BG FINANCIAL GROUP, INC.
                            ------------------------
               (Exact Name of Registrant as Specified in Charter)

         Tennessee                     000-50771                20-0307691
--------------------------------------------------------------------------------
(State or Other Jurisdiction of       (Commission           (I.R.S. Employer
Incorporation or Organization)        File Number)        Identification Number)

3095 East Andrew Johnson Highway, Greeneville, Tennessee             37745
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                    (Zip Code)

Registrant's telephone number, including area code:  (423) 636-1555
                                                   -----------------------------

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
Item 4.01     Changes in Registrant's Certifying Accountant

     On November 30, 2004, BG Financial Group, Inc. (the "Company"),  received a
letter of resignation  from its  independent  public  accountants,  Dent K. Burk
Associates,  P.C.  ("Dent  K.  Burk").  Dent K.  Burk  decided  to resign as the
Company's independent public accountants because of the increased administrative
and  education  costs Dent K. Burk has incurred as a result of  providing  audit
services to one  Securities  and  Exchange  Commission  registered  company.  On
November 30, 2004, the Company appointed  Pershing Yoakley & Associates  ("PYA")
as its new independent public accountants effective  immediately.  The Company's
Board  of  Directors   approved  the   appointment   of  PYA,   based  upon  the
recommendation of the Audit Committee of the Board of Directors.

     Dent K. Burk's reports on the Company's  consolidated  financial statements
for each of the years ended  December 31, 2003 and  December  31, 2002,  did not
contain an adverse opinion or disclaimer of opinion,  nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.

     During the years ended  December 31, 2003 and  December  31, 2002,  and the
subsequent  interim period through November 30, 2004, there are no disagreements
with  Dent  K.  Burk on any  matters  of  accounting  principles  or  practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreement, if not resolved to Dent K. Burk's satisfaction,  would have caused
Dent K. Burk to make  reference  to the subject  matter of the  disagreement  in
connection with its report on the Company's  consolidated  financial  statements
for such years.

     None of the reportable  events described in Item 304(a)(1)(v) of Regulation
S-B  occurred  within the two most  recent  fiscal  years of the  Company  ended
December 31, 2003 or within the subsequent  interim period through  November 30,
2004.

     The Company provided Dent K. Burk with a copy of the foregoing disclosures.
Attached as Exhibit 16.1, is a copy of Dent K. Burk's letter, dated November 30,
2004, stating its agreement with such statements.

     During  the two most  recent  fiscal  years  ended  December  31,  2003 and
December 31, 2002, and the subsequent  interim period through November 30, 2004,
the Company did not consult with PYA  regarding any of the matters or events set
forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.

Item 9.01     Financial Statements and Exhibits.

      (a)  Financial Statements of Business Acquired

           Not applicable

      (b)  Pro Forma Financial Information

           Not applicable

      (c)  Exhibits

EXHIBIT                    DESCRIPTION

16.1                       Letter  from Dent K. Burk  Associates, P.C. regarding
                           change in independent auditor
Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                      BG FINANCIAL GROUP, INC.

Dated:   November 30, 2004                            By: /s/ T. Don Waddell
                                                         -----------------------
                                                         T. Don Waddell
                                                         Chief Financial Officer