<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH __, 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)


                          BUSINESS 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>
<TABLE>
<CAPTION>

                         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
------------------------------------------------------------------------------------------
<S>                                   <C>            <C>          <C>          <C>
Common Stock, $.0001 par value    900,000 Shares     $0.27     $243,000.00     $22.36
</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  March  10,  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 10SB12G 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, 2001, as amended by an Annual Report on Form 10-KSB/A
          filed on November 5, 2002;

     (3)  the Company's Quarterly Reports on Form 10-QSB, as amended, for the
          fiscal quarters ended March 31, 2002, June 30, 2002 (each as amended
          by Quarterly Reports on Form 10-QSB/A filed on November 5, 2002) and
          September 30, 2002;

     (4)  the Company's Current Report on Form 8-K (file no. 00-26463) filed on
          February 25, 2002, as amended by a Current Report on Form 8-K/A filed
          on February 28, 2002;


<PAGE>

     (5)  the Company's Current Report on Form 8-K (file no. 00-26463) filed on
          August 15, 2002;

     (6)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          November 15, 2002;

     (7)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          November 18, 2002;

     (8)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          December 12, 2002; and

     (9)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          February 27, 2003, as amended by a Current Report on Form 8-K/A filed
          on March 18, 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

                                        2
<PAGE>

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.

     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.

                                        3
<PAGE>


ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable


ITEM 8.     EXHIBITS.

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

4.1  Business Consulting Agreement dated as of March 10, 2003 by and between the
     Company  and  Martin  Nielson.

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

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

23.2 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.

                                        4
<PAGE>

     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.





                                        5
<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 21st day of March 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>
<S>                                  <C>                                             <C>

       Signature                     Title                                          Date
---------------------              ---------                                       ------

/s/ Edward T. Whelan        Chairman of the Board and Chief Executive Officer     March 21, 2003
--------------------       (Principle Executive Officer)

/s/ Ethan D. Hokit          President, Chief Operating Officer and Director       March 21, 2003
------------------         (Principle Accounting Officer)

/s/Richard H. Tanenbaum     Director                                              March 21, 2003
-----------------------


</TABLE>
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 17931}]
{"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": "333-103964", "film-number": "03612585"}, "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 MARCH __, 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)

                          BUSINESS 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    900,000 Shares     $0.27     $243,000.00     $22.36
________________

     *    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  March  10,  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 10SB12G 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, 2001, as amended by an Annual Report on Form 10-KSB/A
          filed on November 5, 2002;

     (3)  the Company's Quarterly Reports on Form 10-QSB, as amended, for the
          fiscal quarters ended March 31, 2002, June 30, 2002 (each as amended
          by Quarterly Reports on Form 10-QSB/A filed on November 5, 2002) and
          September 30, 2002;

     (4)  the Company's Current Report on Form 8-K (file no. 00-26463) filed on
          February 25, 2002, as amended by a Current Report on Form 8-K/A filed
          on February 28, 2002;
(5)  the Company's Current Report on Form 8-K (file no. 00-26463) filed on
          August 15, 2002;

     (6)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          November 15, 2002;

     (7)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          November 18, 2002;

     (8)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          December 12, 2002; and

     (9)  the Company's Current Report on Form 8-K (file no. 000-26463) filed on
          February 27, 2003, as amended by a Current Report on Form 8-K/A filed
          on March 18, 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

                                        2
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.

     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.

                                        3
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable

ITEM 8.     EXHIBITS.

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

4.1  Business Consulting Agreement dated as of March 10, 2003 by and between the
     Company  and  Martin  Nielson.

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

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

23.2 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.

                                        4
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.

                                        5
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 21st day of March 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     March 21, 2003
--------------------       (Principle Executive Officer)

/s/ Ethan D. Hokit          President, Chief Operating Officer and Director       March 21, 2003
------------------         (Principle Accounting Officer)

/s/Richard H. Tanenbaum     Director                                              March 21, 2003
-----------------------