SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25



                           NOTIFICATION OF LATE FILING


(Check One):   [X] Form 10-K    [_] Form 11-K    [_] Form 20-F    [ ] Form 10-Q
               [_] Form N-SAR

     For Period Ended: December 31, 2001

     [_]  Transition Report on Form 10-K

     [_]  Transition Report on Form 20-F

     [_]  Transition Report on Form 11-K

     [_]  Transition Report on Form 10-Q

     [_]  Transition Report on Form N-SAR

     For the Transition Period Ended:______________________________________

  Read Instruction (on back page) 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 -- REGISTRANT INFORMATION


BGI, Inc.
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Full Name of Registrant


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Former Name If Applicable

13581 Pond Spring Road, Site 105
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Address of Principal Executive Office (Street and Number)

Austin, Texas 78729
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City, State and Zip Code


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.)

     (a) The reasons  described in reasonable  detail in Part III of this | form
     could not be eliminated without unreasonable effort or | expense; | |

     (b)The subject annual report,  semi-annual  report,  transition report | on
     Form 10-K, Form 20-F, Form 11-K or Form N-SAR, 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 portion  thereof will be filed on or before the fifth calendar day
     following the prescribed due date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.


PART III -- NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach Extra Sheets if Needed.)

     The Form 10-KSB of BGI, Inc. for the fiscal year ended December 31, 2001
could not be filed within the prescribed time period due to unanticipated delays
arising in connection with its preparation.

PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

                    William Schwartz                    512          335-0065
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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 report(s) been filed? If the answer is
     no, identify report(s).
                                                                 [X] Yes  [ ] No

(3)  Is it anticipated that any significant change in results of 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

     If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.




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                                    BGI, Inc.
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                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date  March 28, 2002                 By  /s/ William Schwartz
                                        ---------------------------------------
                                             William Schwartz
                                             Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                    ATTENTION

   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (see 18 U.S.C. 1001).