SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of report: NOVEMBER 19, 2001
(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)
0-26463 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)
BACTROL TECHNOLOGIES, INC.
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) In connection with the acquisition by Bactrol
Technologies, Inc., a New York corporation, of 98.2%
of the outstanding capital stock of Military Resale
Group, Inc., a Maryland corporation ("MRG Maryland")
on November 15, 2001, in which MRG Maryland was
considered the acquirer for financial reporting
purposes, the Registrant dismissed Puritz &
Weintraub, LLP as its independent accountants in
favor of the independent accountants of MRG Maryland.
(ii) The report of Puritz & Weintraub, LLP for the
Registrant's fiscal years ended December 31, 1999 and
2000, contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle.
However, the report contained an explanatory fourth
paragraph regarding going concern contingencies.
(iii) The Registrant's Board of Directors participated and
approved the decision to change independent
accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through November 19, 2001, there
have been no disagreements with Puritz & Weintraub,
LLP 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 Puritz &
Weintraub, LLP would have caused them to make
reference thereto in their report on the financial
statements for such year.
(v) The Registrant has requested that Puritz & Weintraub,
LLP 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 Michael Johnson & Co., LLC as
its new independent accountants as of November 19,
2001. During the Registrant's two most recent fiscal
years and through November 19, 2001, the Registrant
has not consulted with Michael Johnson & Co., LLC
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) the subject matter of a disagreement or
reportable event with the former auditor (as
described in Regulation S-B Item 304 (a) (1) (iv)).
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ITEM 7 FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
The Registrant hereby furnishes the following exhibit:
16 Letter from Puritz & Weintraub, LLP, former accountant.
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: February 28, 2002 By: /s/ ETHAN D. HOKIT
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Ethan D. Hokit
President
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