SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 14, 2002
(Date of earliest event reported)
MILITARY RESALE GROUP, INC.
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(Exact name of Registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
000-26463 11-2665282
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(Commission File No.) (I.R.S. Employer
Identification No.)
Executive Circle, Colorado Springs, Colorado 80906
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(Address of Principal Executive Offices) (Zip Code)
(719) 391-4564
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Exhibit Title
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99.1 Transmittal Letter
99.2 Certification of Principal Executive Officer
99.3 Certification of Principal Financial Officer
ITEM 9. REGULATION FD DISCLOSURE
On November 14, 2002, Military Resale Group, Inc. (the "Company") filed its
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002 with
the Securities and Exchange Commission. Accompanying the Quarterly Report as
correspondence were the transmittal letter and certifications of the Company's
Chief Executive Officer, Edward T. Whelan and Chief Financial Officer, Ethan D.
Hokit, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to be codified
at 18 U.S.C. 1350, attached as exhibits hereto.
The transmittal letter and certifications attached as exhibits hereto are
being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and are not being filed as part of the Company's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 2002 or as a separate disclosure document.
The information included in this Current Report on Form 8-K (including the
exhibits hereto) is furnished pursuant to Item 9 and shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section or Sections
11 and 12(a)(2) of the Securities Act of 1933, as amended. This Current Report
(including the exhibits hereto) will not be deemed an admission as to the
materiality of any information required to be disclosed solely to satisfy the
requirements of Regulation FD.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MILITARY RESALE GROUP, INC.
Date: November 14, 2002 By: /s/ Ethan D. Hokit
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Name: Ethan D. Hokit
Title: President
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EXHIBIT INDEX
Exhibit Number Exhibit Title
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99.1 Transmittal Letter
99.2 Certification of Principal Executive Officer
99.3 Certification of Principal Financial Officer
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EXHIBIT 99.1
Military Resale Group, Inc.
2180 Executive Circle
Colorado Springs, Colorado 08906
November 14, 2002
Via EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Military Resale Group, Inc.
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002
Ladies and Gentlemen:
Transmitted herewith are written statements pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to
accompany the above-referenced periodic report.
Very truly yours,
Military Resale Group
By: /s/ Ethan D. Hokit
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Name: Ethan D. Hokit
Title: President
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EXHIBIT 99.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
I, Edward T. Whelan, Chief Executive Officer of Military Resale Group, Inc.
(the "Registrant"), do hereby certify, pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge, based upon a review of the Quarterly Report on Form 10-QSB
for the period ended September 30, 2002 of the Registrant, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"):
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
By: /s/ Edward T. Whelan
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Name: Edward T. Whelan
Title: Chief Executive Officer
November 14, 2002
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EXHIBIT 99.3
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
I, Ethan D. Hokit, Chief Financial Officer of Military Resale Group, Inc.
(the "Registrant"), do hereby certify, pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge, based upon a review of the Quarterly Report on Form 10-QSB
for the period ended September 30, 2002 of the Registrant, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"):
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
By: /s/ Ethan D. Hokit
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Name: Ethan D. Hokit
Title: Chief Financial Officer
November 14, 2002