-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UPxU2wHjCDkNwbia9VotyVYdHs0xudueBjZmEde6v4zsARLcrxPGlCzYzny5hlmW jSIqiFqUW7HzwXOb/x8Ttw== 0001144204-03-001030.txt : 20030318 0001144204-03-001030.hdr.sgml : 20030318 20030318125301 ACCESSION NUMBER: 0001144204-03-001030 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030220 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20030318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILITARY RESALE GROUP INC CENTRAL INDEX KEY: 0001088436 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 112665282 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26463 FILM NUMBER: 03607345 BUSINESS ADDRESS: STREET 1: 2180 EXECUTIVE CIRCLE CITY: COLORADO SPRINGS STATE: CO ZIP: 80906 BUSINESS PHONE: 7193914564 MAIL ADDRESS: STREET 1: 2180 EXECUTIVE CIRCLE CITY: COLORADO SPRINGS STATE: CO ZIP: 80906 FORMER COMPANY: FORMER CONFORMED NAME: BACTROL TECHNOLOGIES INC /FL DATE OF NAME CHANGE: 19990610 8-K/A 1 doc1.txt 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)). 2 (c) Exhibits. The Registrant hereby furnishes the following exhibit: Exhibit Number Exhibit Title -------------- ------------- 16 Letter from Michael Johnson & Company, LLC, former accountant. 3 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 ------------------ Ethan D. Hokit President 4 EXHIBIT INDEX Exhibit Number Exhibit Title -------------- ------------- 16 Letter from Michael Johnson & Company, LLC, former accountant. 5 EX-16.1 3 doc2.txt Exhibit 16 ---------- Michael Johnson & Company, LLC 9175 East Kenyon Avenue Suite 100 Denver, CO 80237 March 18, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Military Resale Group, Inc. Dear Sirs: We have reviewed Item 4- Change in Registrant's Certifying Accountants, of the Form 8-K/A report dated February 20, 2003. We are in agreement with the statements presented therein so far as such statements pertain to Michael Johnson & Company, LLC. Sincerely, /s/ Michael Johnson & Company, LLC - ---------------------------------- Michael Johnson & Company, LLC 6 -----END PRIVACY-ENHANCED MESSAGE-----