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: NOVEMBER 19, 2001
(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)
BACTROL TECHNOLGIES, INC.
(Former name or former address, if changed since last report)
ITEM 4.CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) In connection with the acquisition by Bactrol
Technologies, Inc., a New York corporation, of 98.2%
of the outstanding capital stock of Military Resale
Group, Inc., a Maryland corporation ("MRG Maryland")
on November 15, 2001, in which MRG Maryland was
considered the acquirer for financial reporting
purposes, the Registrant dismissed Puritz &
Weintraub, LLP as its independent accountants in
favor of the independent accountants of MRG Maryland.
(ii) The report of Puritz & Weintraub, LLP for the
Registrant's fiscal year ended December 31, 2000,
contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty,
audit scope or accounting principle, but was
qualified due to a going concern uncertainty.
(iii) The Registrant's Board of Directors participated and
approved the decision to change independent
accountants.
(iv) In connection with its audits for the most recent
fiscal year and through November 19, 2001, there have
been no disagreements with Puritz & Weintraub, LLP 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 Puritz & Weintraub, LLP would have
caused them to make reference thereto in their report
on the financial statements for such year.
(v) The Registrant has requested that Puritz & Weintraub,
LLP 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 Michael Johnson & Co., LLC as
its new independent accountants as of November 19,
2001. During the Registrant's two most recent fiscal
years and through November 19, 2001, the Registrant
has not consulted with Michael Johnson & Co., LLC
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) the subject matter of a disagreement or
reportable event with the former auditor (as
described in Regulation S-B Item 304 (a) (1) (iv)).
ITEM 5 OTHER EVENTS
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a A Special Meeting of the Shareholders of the Registrant (the
"Special Meeting") was duly held on December 18, 2001.
(b) Not applicable
(c) Set forth below is a brief description of each matter voted upon
at the Special Meeting and the number of affirmative votes and the
number of negative votes cast:
i) The holders of a majority of shares of the Registrant
voted to approve the Restated Certificate of Incorporation
of the Registrant. The Restated Certificate of
Incorporation provided for: (i) the change of the
Registrant's name from Bactrol Technologies, Inc. to
Military Resale Group, Inc., (ii) the increase the number
of shares of capital stock from 50,000,000 shares to
60,000,000 shares by authorizing 10,000,000 shares of
Preferred Stock, par value $0.0001 per share, (iii)
vesting in the Board of Directors of the Registrant the
authority to designate the rights, designations and
preferences of the Preferred Stock, (iv) permiting
shareholder actions to be taken without a meeting by
written consent, so long as a written consent is signed by
the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted,
(v) limiting the personal liability of directors to the
extent permitted by Section 402(b) of the Business
Corporation Law of the State of New York and (vi) the
indemnification of the directors and officers by the
Registrant to the fullest extent permitted by Article 7 of
the Business Corporation Law of the State of New York.
Votes for.........................4,656,000
Votes against..................... 0
Votes abstaining.................72
(d) Not applicable
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(c) EXHIBITS.
The Registrant hereby furnishes the following exhibits:
3.1 Restated Certificate of Incorporation
16 Letter from Puritz & Weintraub, LLP, 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 22, 2002 By: /s/ ETHAN D. HOKIT
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Ethan D. Hokit
President
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