<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 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)


                           2001 EQUITY INCENTIVE PLAN
                            (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       Amount of
  Title of Each Class of                   Amount to      Price Per     Offering     Registration
Securities to be Registered              be Registered*    Share**       Price            Fee
--------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>       <C>               <C>
Common Stock, $.0001 par value.........  600,000 Shares     $0.17     $102,000.00        $9.38
=================================================================================================
</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 January 3,
     2003.




<PAGE>


          THE  INFORMATION  CONTAINED IN THE COMPANY'S REGISTRATION STATEMENT ON
          FORM  S-8 (FILE NO. 333-81258) AS FILED WITH THE COMMISSION ON JANUARY
          23,  2002  SHALL  BE  DEEMED  TO  BE INCORPORATED BY REFERENCE IN THIS
          REGISTRATION  STATEMENT.


                                     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  Company's  Annual  Report on Form 10-KSB for the fiscal
                    year  ended  December  31,  2001;

               (2)  The  Company's  Registration Statement on Form S-8 (file no.
                    333-81258)  filed  on  January  23,  2002;

               (3)  the Company's Quarterly Report on Form 10-QSB for the fiscal
                    quarters  ended  March 31, 2002, June 30, 2002 and September
                    30,  2002;

               (4)  the  Company's  Current  Report  on  Form  8-K  (file  no.
                    000-26463)  dated  February  25,  2002;

               (5)  the  Company's  Current  Report  on  Form  8-K  (file  no.
                    000-26463)  dated  August  15,  2002;

               (6)  the  Company's  Current  Report  on  Form  8-K  (file  no.
                    000-26463)  dated  November  14,  2002;

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

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


<PAGE>

ITEM  8.     EXHIBITS.

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

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  &  Company,  LLC.


                                        2
<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 6th day of January 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
                            (Principle  Executive  Officer)    January  6,  2003

/s/  Ethan  D.  Hokit        President, Chief Operating Officer
---------------------        and  Director (Principle
                             Accounting  Officer)              January  6,  2003

/s/Richard  H.  Tanenbaum    Director                          January  6,  2003
-------------------------

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 8928}]
{"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": "333-102353", "film-number": "03504280"}, "business-address": {"street1": "2180 EXECUTIVE CIRCLE", "street2": "*", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80906", "phone": "7193914564"}, "mail-address": {"street1": "2180 EXECUTIVE CIRCLE", "street2": "*", "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 JANUARY 6, 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)

                           2001 EQUITY INCENTIVE PLAN
                            (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       Amount of
  Title of Each Class of                   Amount to      Price Per     Offering     Registration
Securities to be Registered              be Registered*    Share**       Price            Fee
--------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value.........  600,000 Shares     $0.17     $102,000.00        $9.38
=================================================================================================
________________

*    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 January 3,
     2003.
THE  INFORMATION  CONTAINED IN THE COMPANY'S REGISTRATION STATEMENT ON
          FORM  S-8 (FILE NO. 333-81258) AS FILED WITH THE COMMISSION ON JANUARY
          23,  2002  SHALL  BE  DEEMED  TO  BE INCORPORATED BY REFERENCE IN THIS
          REGISTRATION  STATEMENT.

                                     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  Company's  Annual  Report on Form 10-KSB for the fiscal
                    year  ended  December  31,  2001;

               (2)  The  Company's  Registration Statement on Form S-8 (file no.
                    333-81258)  filed  on  January  23,  2002;

               (3)  the Company's Quarterly Report on Form 10-QSB for the fiscal
                    quarters  ended  March 31, 2002, June 30, 2002 and September
                    30,  2002;

               (4)  the  Company's  Current  Report  on  Form  8-K  (file  no.
                    000-26463)  dated  February  25,  2002;

               (5)  the  Company's  Current  Report  on  Form  8-K  (file  no.
                    000-26463)  dated  August  15,  2002;

               (6)  the  Company's  Current  Report  on  Form  8-K  (file  no.
                    000-26463)  dated  November  14,  2002;

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

               (8)  the  Company's  Current  Report  on  Form  8-K  (file  no.
                    000-26463)  dated  December  12,  2002.
ITEM  8.     EXHIBITS.

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

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  &  Company,  LLC.

                                        2
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 6th day of January 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
                            (Principle  Executive  Officer)    January  6,  2003

/s/  Ethan  D.  Hokit        President, Chief Operating Officer
---------------------        and  Director (Principle
                             Accounting  Officer)              January  6,  2003

/s/Richard  H.  Tanenbaum    Director                          January  6,  2003
-------------------------