AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2003

                                                    REGISTRATION NO.: 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------


                           MILITARY RESALE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                      NEW YORK                              11-2665282
         (State or Other Jurisdiction of                 (I.R.S. Employer
        Incorporation or Organization)                  Identification No.)

                2180 EXECUTIVE CIRCLE
           COLORADO SPRINGS, COLORADO                            80906
       (Address of Principal Executive Offices)                (Zip Code)


                       GLANDALE CORP CONSULTING AGREEMENT
                            (Full Title of the Plan)

                                 ETHAN D. HOKIT
                                    PRESIDENT
                           MILITARY RESALE GROUP, INC.
                              2180 EXECUTIVE CIRCLE
                        COLORADO SPRINGS, COLORADO 80906
                     (Name and Address of Agent for Service)

                                 (719) 391-4564
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                              ERIC M. HELLIGE, ESQ.
                        PRYOR CASHMAN SHERMAN & FLYNN LLP
                                 410 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 421-4100



<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================ ===================== =============== ================= ===================
                                                                      Proposed         Proposed
                                                                      Maximum          Maximum
                                                                      Offering        Aggregate
          Title of Each Class of                  Amount to          Price Per         Offering          Amount of
        Securities to be Registered             be Registered*        Share**           Price         Registration Fee
-------------------------------------------- --------------------- --------------- ----------------- -------------------

<S>                                            <C>                     <C>           <C>                   <C>
Common Stock, $.0001 par value...........      1,500,000 Shares        $0.16         $240,000.00           $22.08

============================================ ===================== =============== ================= ===================
</TABLE>

----------------

*    All the securities registered hereby are issuable under the Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the basis of the closing  price per share of the  Registrant's  common
     stock as reported on the Over the Counter  Bulletin  Board on October 20,
     2003.





<PAGE>



                                     PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*


ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * The  information  required  by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration  Statement in accordance with the Note
           to Part I of Form S-8 and Rule 428  promulgated  under the Securities
           Act of 1933, as amended (the "Securities Act").



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents,  and all documents  subsequently  filed by
Military Resale Group, Inc. (the "Company")  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment to the  Registration
Statement  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration  Statement and shall be deemed to
be a part hereof from the date of the filing of such documents:

          (1)  The  description of the Company's  common stock  contained in the
               Company's  Registration  Statement  on Form 10-SB  filed with the
               Commission  on June 22, 1999,  including  any amendment or report
               filed for the purpose of updating such information;

          (2)  the  Company's  Annual  Report on Form 10-KSB for the fiscal year
               ended December 31, 2002 filed on May 5, 2003, as amended;

          (3)  the  Company's  Quarterly  Report on Form  10-QSB  for the fiscal
               quarter ended March 31, 2003 filed on May 29, 2003; and

          (4)  the  Company's  Quarterly  Report on Form  10-QSB  for the fiscal
               quarter ended June 30, 2003 filed on September 4, 2003.


<PAGE>





ITEM 4.    DESCRIPTION OF SECURITIES.

           Not applicable.


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.


ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference  is  made  to  Sections  721  through  725  of  the  Business
Corporation  Law of the  State of New York (the  "NYBCL"),  which  provides  for
indemnification of directors and officers of New York corporations under certain
circumstances.

         Section 722 of the NYBCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of the  corporation,  a
"derivation  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification  has been found  liable to the  corporation.  Section 721 of the
NYBCL   provides   that  Article  7  of  the  BCL  is  not  exclusive  of  other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  disinterested  director  vote,  shareholder  vote,  agreement or
otherwise.

         Article 7 of our Restated  Certificate of Incorporation  requires us to
indemnify our officers and directors to the fullest extent  permitted  under the
NYBCL.  Furthermore,  Article XII of our Amended and Restated  By-laws  provides
that we may, to the full extent permitted and in the manner required by the laws
of the State of New York,  indemnify  any officer or director (and the heirs and
legal  representatives  of any such person)  made,  or  threatened to be made, a
party in an action or proceeding (including, without limitation, one by us or in
our right to  procure a  judgment  in our  favor),  whether  civil or  criminal,
including an action by or in the right of any other  corporation  of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit plan or other  enterprise,  which of our directors or officers served in
any  capacity  at our  request,  by reason of the fact  that  such  director  or
officer,  or such director's or officer's testator or intestate,  was a director
or officer of ours or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity.



                                       2
<PAGE>

         Section 402(b) of the NYBCL provides that a  corporation's  certificate
of incorporation  may include a provision that eliminates or limits the personal
liability of the corporation's  directors to the corporation or its shareholders
for damages for any breach of a director's  duty,  provided that such  provision
does not  eliminate or limit (1) the  liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or  omissions  were in bad faith or involved  intentional  misconduct  or a
knowing  violation  of law or that the  director  personally  gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's  acts violated  Section 719 of the NYBCL, or (2) the liability of
any  director  for any act or  omission  prior to the  adoption  of a  provision
authorized by Section 402(b) of the NYBCL. Article 7 of our Restated Certificate
of  Incorporation  provides that none of our directors  shall be liable to us or
our shareholders for any breach of duty in such capacity except for liability in
the  event  a  judgment  or  other  final  adjudication  adverse  to a  director
establishes  that his or her acts or  omissions  were in bad  faith or  involved
intentional  misconduct  or a  knowing  violation  of law or that  the  director
personally gained, in fact, a financial profit or other advantage to which he or
she was not legally  entitled or that such director's acts violated Section 719,
or its successor, of the NYBCL.

         Any amendment to or repeal of our Restated Certificate of Incorporation
or by-laws  shall not  adversely  affect any right or  protection  of any of our
directors  or  officers  for or with  respect to any acts or  omissions  of such
director or officer occurring prior to such amendment or repeal.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers or controlling persons pursuant
to the  foregoing,  we have been informed that in the opinion of the  Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable


ITEM 8.    EXHIBITS.

Exhibit
No.         Description
-------     -----------

4.1         Consulting  Agreement  dated as of September 25, 2003 by and between
            the Company and Glendale Corp.

5.1         Opinion of Pryor Cashman Sherman & Flynn LLP (regarding  validity of
            common stock being registered).


                                       3
<PAGE>

23.1        Consent  of Pryor  Cashman  Sherman  & Flynn  LLP  (included  in its
            opinion filed as Exhibit 5.1).

23.2        Consent of Rosenberg Rich Baker Berman & Company.

23.3        Consent of Michael Johnson & Co., LLC.

ITEM 9.    UNDERTAKINGS.

           The undersigned registrant hereby undertakes:

           (1)        to file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      registration statement to include any material information
                      with respect to the plan of  distribution  not  previously
                      disclosed  in the  registration  statement or any material
                      change to such information in the registration statement;

           (2)        that, for the purpose of determining  any liability  under
                      the  Securities  Act, each such  post-effective  amendment
                      shall  be  deemed  to  be  a  new  registration  statement
                      relating  to  the  securities  offered  therein,  and  the
                      offering of such  securities  at that time shall be deemed
                      to be the initial bona fide offering thereof; and

           (3)        to remove from  registration by means of a  post-effective
                      amendment any of the  securities  being  registered  which
                      remain unsold at the termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.



                                       4
<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds  to  believe  that we meet all the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in Colorado Springs, Colorado on this 20th day of October 2003.

                          MILITARY RESALE GROUP, INC.


                          By: /s/  Ethan D. Hokit
                             ---------------------------------------------------
                                Name: Ethan D. Hokit
                                Title:    President and Chief Operating Officer


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Ethan D. Hokit or Edward T. Whelan
or any one of them,  his or her  attorneys-in-fact  and  agents,  each with full
power  of  substitution  and  resubstitution  for  him or her  in  any  and  all
capacities,  to sign any or all amendments or post-effective  amendments to this
registration  statement or a registration  statement prepared in accordance with
Rule 462 of the Securities Act of 1933, as amended,  and to file the same,  with
exhibits  thereto and other  documents in  connection  herewith or in connection
with the registration of the offered  securities  under the Securities  Exchange
Act of 1934, as amended,  with the Securities and Exchange Commission,  granting
unto each of such attorneys-in-fact and agents full power to do and perform each
and every act and thing  requisite and necessary in connection with such matters
and hereby ratifying and confirming all that each of such  attorneys-in-fact and
agents or his or her substitutes may do or cause to be done by virtue hereof.

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                       Title                                  Date

<S>                                      <C>                                                 <C>
/s/ Edward T. Whelan                     Chairman of the Board and Chief Executive Officer   October 20, 2003
----------------------------------       (Principle Executive Officer)

/s/ Ethan D. Hokit                       President, Chief Operating Officer and Director     October 20, 2003
--------------------------------         (Principle Accounting Officer)

/s/ Richard H. Tanenbaum                 Director                                            October 20, 2003
------------------------------
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "v00183_s-8.txt", "secsgml_size_bytes": 17957}]
{"company-data": {"conformed-name": "MILITARY RESALE GROUP INC", "cik": "0001088436", "assigned-sic": "5141", "irs-number": "112665282", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109865", "film-number": "03950173"}, "business-address": {"street1": "2180 EXECUTIVE CIRCLE", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80906", "phone": "7193914564"}, "mail-address": {"street1": "2180 EXECUTIVE CIRCLE", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80906"}, "former-company": {"former-conformed-name": "BACTROL TECHNOLOGIES INC /FL", "date-changed": "19990610"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2003

                                                    REGISTRATION NO.: 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------

                           MILITARY RESALE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                      NEW YORK                              11-2665282
         (State or Other Jurisdiction of                 (I.R.S. Employer
        Incorporation or Organization)                  Identification No.)

                2180 EXECUTIVE CIRCLE
           COLORADO SPRINGS, COLORADO                            80906
       (Address of Principal Executive Offices)                (Zip Code)

                       GLANDALE CORP CONSULTING AGREEMENT
                            (Full Title of the Plan)

                                 ETHAN D. HOKIT
                                    PRESIDENT
                           MILITARY RESALE GROUP, INC.
                              2180 EXECUTIVE CIRCLE
                        COLORADO SPRINGS, COLORADO 80906
                     (Name and Address of Agent for Service)

                                 (719) 391-4564
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                              ERIC M. HELLIGE, ESQ.
                        PRYOR CASHMAN SHERMAN & FLYNN LLP
                                 410 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 421-4100
CALCULATION OF REGISTRATION FEE
============================================ ===================== =============== ================= ===================
                                                                      Proposed         Proposed
                                                                      Maximum          Maximum
                                                                      Offering        Aggregate
          Title of Each Class of                  Amount to          Price Per         Offering          Amount of
        Securities to be Registered             be Registered*        Share**           Price         Registration Fee
-------------------------------------------- --------------------- --------------- ----------------- -------------------
Common Stock, $.0001 par value...........      1,500,000 Shares        $0.16         $240,000.00           $22.08

============================================ ===================== =============== ================= ===================
----------------

*    All the securities registered hereby are issuable under the Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the basis of the closing  price per share of the  Registrant's  common
     stock as reported on the Over the Counter  Bulletin  Board on October 20,
     2003.
PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * The  information  required  by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration  Statement in accordance with the Note
           to Part I of Form S-8 and Rule 428  promulgated  under the Securities
           Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents,  and all documents  subsequently  filed by
Military Resale Group, Inc. (the "Company")  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment to the  Registration
Statement  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration  Statement and shall be deemed to
be a part hereof from the date of the filing of such documents:

          (1)  The  description of the Company's  common stock  contained in the
               Company's  Registration  Statement  on Form 10-SB  filed with the
               Commission  on June 22, 1999,  including  any amendment or report
               filed for the purpose of updating such information;

          (2)  the  Company's  Annual  Report on Form 10-KSB for the fiscal year
               ended December 31, 2002 filed on May 5, 2003, as amended;

          (3)  the  Company's  Quarterly  Report on Form  10-QSB  for the fiscal
               quarter ended March 31, 2003 filed on May 29, 2003; and

          (4)  the  Company's  Quarterly  Report on Form  10-QSB  for the fiscal
               quarter ended June 30, 2003 filed on September 4, 2003.
ITEM 4.    DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference  is  made  to  Sections  721  through  725  of  the  Business
Corporation  Law of the  State of New York (the  "NYBCL"),  which  provides  for
indemnification of directors and officers of New York corporations under certain
circumstances.

         Section 722 of the NYBCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of the  corporation,  a
"derivation  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification  has been found  liable to the  corporation.  Section 721 of the
NYBCL   provides   that  Article  7  of  the  BCL  is  not  exclusive  of  other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  disinterested  director  vote,  shareholder  vote,  agreement or
otherwise.

         Article 7 of our Restated  Certificate of Incorporation  requires us to
indemnify our officers and directors to the fullest extent  permitted  under the
NYBCL.  Furthermore,  Article XII of our Amended and Restated  By-laws  provides
that we may, to the full extent permitted and in the manner required by the laws
of the State of New York,  indemnify  any officer or director (and the heirs and
legal  representatives  of any such person)  made,  or  threatened to be made, a
party in an action or proceeding (including, without limitation, one by us or in
our right to  procure a  judgment  in our  favor),  whether  civil or  criminal,
including an action by or in the right of any other  corporation  of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit plan or other  enterprise,  which of our directors or officers served in
any  capacity  at our  request,  by reason of the fact  that  such  director  or
officer,  or such director's or officer's testator or intestate,  was a director
or officer of ours or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity.

                                       2
Section 402(b) of the NYBCL provides that a  corporation's  certificate
of incorporation  may include a provision that eliminates or limits the personal
liability of the corporation's  directors to the corporation or its shareholders
for damages for any breach of a director's  duty,  provided that such  provision
does not  eliminate or limit (1) the  liability of any director if a judgment or
other final adjudication adverse to the director establishes that the director's
acts or  omissions  were in bad faith or involved  intentional  misconduct  or a
knowing  violation  of law or that the  director  personally  gained a financial
profit or other advantage to which the director was not legally entitled or that
the director's  acts violated  Section 719 of the NYBCL, or (2) the liability of
any  director  for any act or  omission  prior to the  adoption  of a  provision
authorized by Section 402(b) of the NYBCL. Article 7 of our Restated Certificate
of  Incorporation  provides that none of our directors  shall be liable to us or
our shareholders for any breach of duty in such capacity except for liability in
the  event  a  judgment  or  other  final  adjudication  adverse  to a  director
establishes  that his or her acts or  omissions  were in bad  faith or  involved
intentional  misconduct  or a  knowing  violation  of law or that  the  director
personally gained, in fact, a financial profit or other advantage to which he or
she was not legally  entitled or that such director's acts violated Section 719,
or its successor, of the NYBCL.

         Any amendment to or repeal of our Restated Certificate of Incorporation
or by-laws  shall not  adversely  affect any right or  protection  of any of our
directors  or  officers  for or with  respect to any acts or  omissions  of such
director or officer occurring prior to such amendment or repeal.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers or controlling persons pursuant
to the  foregoing,  we have been informed that in the opinion of the  Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable

ITEM 8.    EXHIBITS.

Exhibit
No.         Description
-------     -----------

4.1         Consulting  Agreement  dated as of September 25, 2003 by and between
            the Company and Glendale Corp.

5.1         Opinion of Pryor Cashman Sherman & Flynn LLP (regarding  validity of
            common stock being registered).

                                       3
23.1        Consent  of Pryor  Cashman  Sherman  & Flynn  LLP  (included  in its
            opinion filed as Exhibit 5.1).

23.2        Consent of Rosenberg Rich Baker Berman & Company.

23.3        Consent of Michael Johnson & Co., LLC.

ITEM 9.    UNDERTAKINGS.

           The undersigned registrant hereby undertakes:

           (1)        to file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      registration statement to include any material information
                      with respect to the plan of  distribution  not  previously
                      disclosed  in the  registration  statement or any material
                      change to such information in the registration statement;

           (2)        that, for the purpose of determining  any liability  under
                      the  Securities  Act, each such  post-effective  amendment
                      shall  be  deemed  to  be  a  new  registration  statement
                      relating  to  the  securities  offered  therein,  and  the
                      offering of such  securities  at that time shall be deemed
                      to be the initial bona fide offering thereof; and

           (3)        to remove from  registration by means of a  post-effective
                      amendment any of the  securities  being  registered  which
                      remain unsold at the termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds  to  believe  that we meet all the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in Colorado Springs, Colorado on this 20th day of October 2003.

                          MILITARY RESALE GROUP, INC.

                          By: /s/  Ethan D. Hokit
                             ---------------------------------------------------
                                Name: Ethan D. Hokit
                                Title:    President and Chief Operating Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Ethan D. Hokit or Edward T. Whelan
or any one of them,  his or her  attorneys-in-fact  and  agents,  each with full
power  of  substitution  and  resubstitution  for  him or her  in  any  and  all
capacities,  to sign any or all amendments or post-effective  amendments to this
registration  statement or a registration  statement prepared in accordance with
Rule 462 of the Securities Act of 1933, as amended,  and to file the same,  with
exhibits  thereto and other  documents in  connection  herewith or in connection
with the registration of the offered  securities  under the Securities  Exchange
Act of 1934, as amended,  with the Securities and Exchange Commission,  granting
unto each of such attorneys-in-fact and agents full power to do and perform each
and every act and thing  requisite and necessary in connection with such matters
and hereby ratifying and confirming all that each of such  attorneys-in-fact and
agents or his or her substitutes may do or cause to be done by virtue hereof.

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                       Title                                  Date
/s/ Edward T. Whelan                     Chairman of the Board and Chief Executive Officer   October 20, 2003
----------------------------------       (Principle Executive Officer)

/s/ Ethan D. Hokit                       President, Chief Operating Officer and Director     October 20, 2003
--------------------------------         (Principle Accounting Officer)

/s/ Richard H. Tanenbaum                 Director                                            October 20, 2003
------------------------------