SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of report: MARCH 29, 2004
(Date of earliest event reported)
MILITARY RESALE GROUP, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
000-26463 11-2665282
(Commission File No.) (I.R.S. Employer
Identification No.)
2180 EXECUTIVE CIRCLE
COLORADO SPRINGS, COLORADO 80906
(Address of principal executive offices; zip code)
(719) 391-4564 (Registrant's telephone
number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On March 29, 2004, Rosenberg Rich Baker Berman & Company
resigned as the Registrant's independent accountants.
(ii) Neither the report of Rosenberg Rich Baker Berman & Company
for the Registrant's fiscal year ended December 31, 2002 nor
the report of Michael Johnson & Company LLC for the
Registrant's fiscal year ended December 31, 2001, contained an
adverse opinion or disclaimer of opinion and neither report
was qualified or modified as to uncertainty, audit scope or
accounting principles, but each was qualified due to a going
concern uncertainty.
(iii) The Registrant's Board of Directors approved the resignation
of Rosenberg Rich Baker Berman & Company and the appointment
of Schualter, Loughlin & Suozzo, P.C. as its new independent
accountants.
(iv) In connection with its audits for the most recent fiscal year
and through March 29, 2004, there have been no disagreements
with Rosenberg Rich Baker Berman & Company 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
Rosenberg Rich Baker Berman & Company, would have caused them
to make reference thereto in their report on the financial
statements for such year.
(v) The Registrant has requested that Rosenberg Rich Baker Berman
& Company 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 A.J. Robbins, P.C. as its new
independent accountants as of March 29, 2004. During the
Registrant's two most recent fiscal years and through March
29, 2004, the Registrant has not consulted with A.J. Robbins,
P.C. concerning (1) the application of accounting principles
to a specific completed or contemplated transaction, or the
type of audit opinion that might be rendered on the
Registrant's financial statements or (2) any matter that was
the subject of a disagreement or event identified herein in
response to Item 304 (a)(1)(iv) of Regulation S-B.
(c) Exhibits.
The Registrant hereby furnishes the following exhibit:
Exhibit Number Exhibit Title
16 Letter from Rosenberg Rich Baker Berman & Company,
former independent accountants.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MILITARY RESALE GROUP, INC.
Date: March 29, 2004 By:/s/ Ethan D. Hokit
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Ethan D. Hokit
President
EXHIBIT INDEX
Exhibit Number Exhibit Title
16 Letter from Rosenberg Rich Baker Berman & Company,
former independent accountants.