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: November 5, 2002
(Date of earliest event reported)
MILITARY RESALE GROUP, INC.
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(Exact name of Registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
000-26463 11-2665282
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(Commission File No.) (I.R.S. Employer
Identification No.)
2180 Executive Circle, Colorado Springs, Colorado 80906
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(Address of Principal Executive Offices) (Zip Code)
(719) 391-4564
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Exhibit Title
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99.1 Transmittal Letter (Form 10-KSB/A 12/31/01)
99.2 Certification of Principal Executive Officer
99.3 Certification of Principal Financial Officer
99.4 Transmittal Letter (Form 10-QSB/A 3/31/02)
99.5 Certification of Principal Executive Officer
99.6 Certification of Principal Financial Officer
99.7 Transmittal Letter (Form 10-QSB/A 6/30/02)
99.8 Certification of Principal Executive Officer
99.9 Certification of Principal Financial Officer
ITEM 9. REGULATION FD DISCLOSURE
On November 5, 2002, Military Resale Group, Inc. (the "Company") filed with
the Securities and Exchange Commission amendments to its (i) Annual Report on
Form 10-KSB/A for the year ended December 31, 2001, (ii) Quarterly Report on
Form 10-QSB/A for the quarter ended March 31, 2002 and (iii) Quarterly Report on
Form 10-QSB/A for the quarter ended June 30, 2002 (each an "Amended Report").
Accompanying each Amended Report as correspondence were a transmittal letter and
certifications of the Company's Chief Executive Officer, Edward T. Whelan and
Chief Financial Officer, Ethan D. Hokit, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to be codified at 18 U.S.C. 1350, attached as
exhibits hereto.
The transmittal letter and certifications attached as exhibits hereto are
being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and are not being filed as part of the Company's Quarterly Report on Form 10-QSB
or Annual Report on Form 10-KSB, as amended, for the relevant reporting periods
or as a separate disclosure document. The information included in this Current
Report on Form 8-K (including the exhibits hereto) is furnished pursuant to Item
9 and shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. This Current Report (including the exhibits hereto) will not
be deemed an admission as to the materiality of any information required to be
disclosed solely to satisfy the requirements of Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MILITARY RESALE GROUP, INC.
Date: November 5, 2002 By: /s/ Ethan D. Hokit
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Name: Ethan D. Hokit
Title: President
EXHIBIT INDEX
Exhibit Number Exhibit Title
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99.1 Transmittal Letter (Form 10-KSB/A 12/31/01)
99.2 Certification of Principal Executive Officer
99.3 Certification of Principal Financial Officer
99.4 Transmittal Letter (Form 10-QSB/A 3/31/02)
99.5 Certification of Principal Executive Officer
99.6 Certification of Principal Financial Officer
99.7 Transmittal Letter (Form 10-QSB/A 6/30/02)
99.8 Certification of Principal Executive Officer
99.9 Certification of Principal Financial Officer