SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 year ended December 31, 2001, 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: February 26, 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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