SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
_____________________
Date of report: February 20, 2003
(Date of earliest event reported)
MILITARY RESALE GROUP, INC.
(Exact name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
000-26463 11-2665282
(Commission File No.) (I.R.S. Employer
Identification No.)
2180 Executive Circle
Colorado Springs, Colorado 80906
(Address of principal executive offices; zip code)
(719) 391-4564
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On February 20, 2003, the Registrant dismissed Michael Johnson &
Company, LLC as its independent accountants.
(ii) The report of Michael Johnson & Company, LLC for the Registrant's
fiscal years ended December 31, 2001 and 2000, contained no
adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles,
but was qualified due to a going concern uncertainty.
(iii)The Registrant's Board of Directors recommended and approved the
decision to change independent accountants.
(iv) In connection with its audits for the most recent fiscal year and
through February 20, 2003, there have been no disagreements with
Michael Johnson & Company, LLC on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope and procedure, which disagreements, if not
resolved to the satisfaction of Michael Johnson & Company, LLC,
would have caused them to make reference thereto in their report
on the financial statements for such year.
(v) The Registrant has requested that Michael Johnson & Company, LLC
furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above
statements. A copy of such letter is attached as Exhibit 16
hereto.
(b) New independent accountants
(i) The Registrant engaged Rosenberg Rich Baker Berman & Company as
its new independent accountants as of February 20, 2003. During
the Registrant's two most recent fiscal years and through
February 20, 2003, the Registrant has not consulted with
Rosenberg Rich Baker Berman & Company concerning (1) the
application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might
be rendered on the Registrant's financial statements or (2) any
matter that was the subject of a disagreement (as described in
Registration S-B Item 304 (a) (1) (iv)) or reportable event with
the former auditor (as described in Regulation S-B Item 304 (a)
(1) (v)).
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(c) Exhibits.
The Registrant hereby furnishes the following exhibit:
Exhibit Number Exhibit Title
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16 Letter from Michael Johnson & Company, LLC, former
accountant.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MILITARY RESALE GROUP, INC.
Date: March 18, 2003 By:/s/ Ethan D. Hokit
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Ethan D. Hokit
President
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EXHIBIT INDEX
Exhibit Number Exhibit Title
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16 Letter from Michael Johnson & Company, LLC, former
accountant.
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