UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark  One)
  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT  OF  1934
       For  the  quarterly  period  ended  September  30,  2002

       TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF  1934
  [ ]  For  the  transition  period  from              to                 .
                                          ------------    ----------------

                   Commission File Number        000-26463
                                                ----------

                           MILITARY RESALE GROUP, INC.
           (Name of small business issuer as specified in its charter)
           -----------------------------------------------------------

             New York                               11-2665282
  --------------------------------      ------------------------------------
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

                              2180 Executive Circle
                        Colorado Springs, Colorado 80906
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (719) 391-4564
                           ---------------------------
                           (Issuer's telephone number)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for the past 90 days.  Yes [X]  No [  ]

As  of  September  30, 2002, there were 10,833,389 shares of the issuer's common
stock  outstanding.

Transitional Small Business Disclosure Format (check one):     Yes [ ]  No [X]


<PAGE>



                           MILITARY RESALE GROUP, INC.

                                   FORM 10-QSB


                                      INDEX





PART  I.  Financial  Information                                       Page No.

Item  1.  Financial  Statements

          Balance Sheets - September 30, 2002 and December 31, 2001         1


          Statements of Operations - Three months and nine months ended
          September 30, 2002 and 2001                                       2


          Statement  of  Stockholders'  Deficit - From October 6, 1997
          (inception) through September 30, 2002                            3

          Statements of Cash Flows - Nine months ended September 30,
          2002 and 2001                                                     4

          Notes to Financial Statements                                     5


Item  2.  Management's  Discussion and Analysis or Plan of Operation        6

Item 3.   Controls and Procedures                                          13

PART  II.  Other  Information

Item 2.    Changes in Securities and Use of Proceeds                       13

Item 6.    Exhibits and Reports on Form 8-K                                14

Signatures                                                                 15

                                        i
<PAGE>

ITEM  1.  FINANCIAL  INFORMATION

                           MILITARY RESALE GROUP, INC
                                  Balance Sheet
                                  (Unaudited)
<TABLE>
<CAPTION>



                                                                September 30,    December 31,
ASSETS                                                              2002             2001
                                                               ---------------  --------------
<S>                                                            <C>              <C>
Current Assets
 Cash                                                          $       17,548   $           -
 Accounts receivable - trade                                          802,363         441,058
 Prepaids                                                               3,714           6,708
 Inventory                                                            282,076         252,430
 Deposits                                                              23,218          20,406
                                                               --------------  --------------
  Total Currents Assets                                             1,128,919         720,602
                                                               --------------  --------------

Fixed Assets:
 Office equipment                                                       4,607           9,121
 Warehouse equipment                                                  205,044         203,132
 Vehicles                                                              64,366          64,366
 Leasehold improvements                                                 2,440           2,440
                                                               ---------------  --------------
 Software                                                              16,324          15,609
                                                               ---------------  --------------
                                                                      292,781         294,668
 Less accumulated depreciation                                       (138,501)       (102,257)
                                                               ---------------  --------------
  Net Fixed Assets                                                    154,280         192,411
                                                               ---------------  --------------

TOTAL ASSETS                                                   $    1,283,199   $     913,013
                                                               ===============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable - trade                                      $    1,374,062   $   1,047,207
 Accrued expenses                                                      95,329               -
 Accrued interest payable                                             247,648          60,657
 Bank overdraft                                                             -           1,349
 Capitalized leases/Notes payable - current portion                   341,718         260,522
                                                               ---------------  --------------
  Total Current Liabilities                                         2,058,757       1,369,735
                                                               ---------------  --------------

Long-term debt
Notes payable                                                         185,975          91,121
                                                               ---------------  --------------
 Total Long-term debt                                                 185,975          91,121
                                                               ---------------  --------------

Total Liabilities                                                   2,244,732       1,460,856
                                                               ---------------  --------------


Stockholders' Equity
 Common stock, par value $.0001, 60,000,000 shares
  authorized: 10,833,389 and 7,505,004 issued and outstanding
  at September 30, 2002 and December 31, 2001, respectively             1,083             750
 Additional paid-in capital                                         1,313,083         407,150
 Retained deficit                                                  (2,275,699)       (955,743)
                                                               ---------------  --------------
  Total Stockholders' Equity                                         (961,533)       (547,843)
                                                               ---------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $    1,283,199   $     913,013
                                                               ===============  ==============

</TABLE>

                        See accountant`s review report.



                                        1
<PAGE>

                           MILITARY RESALE GROUP, INC
                            Statement of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>


                                  For the Three Months Ended For the Nine Months Ended
                                         September 30,             September 30,
                                   ------------------------  -------------------------
                                      2002         2001          2002         2001
                                   -----------  -----------  ------------  -----------
<S>                                <C>          <C>          <C>           <C>
REVENUES:
Gross Sales                        $1,548,384   $1,181,690   $ 4,561,198   $3,362,747
Commission sales - net                102,706      102,755       226,690      176,987
                                   -----------  -----------  ------------  -----------
Total Revenues                      1,651,090    1,284,445     4,787,888    3,539,734
                                   -----------  -----------  ------------  -----------


COST OF GOODS SOLD:                 1,373,106    1,124,434     4,069,592    3,092,992
                                   -----------  -----------  ------------  -----------

GROSS PROFIT                          277,984      160,011       718,296      446,742
                                   -----------  -----------  ------------  -----------


EXPENSES:
 Salary and payroll taxes             146,923       96,046       362,885      294,826
 Professional fees                    421,111        2,988       621,557      165,633
 Occupancy                             55,262       25,604       165,787       71,433
 General and administrative            92,025       60,636       430,503      169,791
 Amortization/depreciation             15,160        9,009        36,413       27,027
 Lease and auto/truck expense          19,372        9,995        65,690       46,039
                                   -----------  -----------  ------------  -----------
  Total Operating Expenses            749,853      204,278     1,682,835      774,749
                                   -----------  -----------  ------------  -----------

OTHER REVENUES & EXPENSES:
 Interest expense                    (115,563)      (3,978)     (355,826)      (6,229)
 Interest/Other  income                   367            -           409            -
                                   -----------  -----------  ------------  -----------
  Total Other Revenues & Expenses    (115,196)      (3,978)     (355,417)      (6,229)
                                   -----------  -----------  ------------  -----------


NET LOSS                           $ (587,065)  $  (48,245)  $(1,319,956)  $ (334,236)
                                   ===========  ===========  ============  ===========


Per share information
   Weighted average number
     of common shares outstanding   9,072,936    5,360,000     9,460,023    6,580,004
                                   ===========  ===========  ============  ===========

Net Loss per common share          $    (0.06)  $    (0.01)  $     (0.14)  $    (0.05)
                                   ===========  ===========  ============  ===========

</TABLE>

                         See accountant`s review report

                                        2
<PAGE>

<TABLE>
<CAPTION>

                           MILITARY RESALE GROUP, INC
                       Statement of Stockholders' Deficit
                                  (Unaudited)





                                              Common Stock      Additional                  Total
                                          -------------------   Paid-In    Retained      Stockholders'
                                            Shares    Amount    Capital     Deficit        Equity
                                          ----------  -------  ---------  ------------  ------------
<S>                                       <C>         <C>      <C>        <C>           <C>
Balance -October 6, 1997                           -  $     -  $      -   $         -   $         -

Issuance of common stock for cash            800,000       80       120             -           200
Net loss                                           -        -         -        (6,756)       (6,756)
                                          ----------  -------  ---------  ------------  ------------
Balance - December 31, 1997                  800,000       80       120        (6,756)       (6,556)
                                          ----------  -------  ---------  ------------  ------------

Issuance of common stock for cash             40,000        4    14,996             -        15,000
Issuance of common stock for services      3,000,000      300      (300)            -             -
Nel loss                                           -        -         -       (43,372)      (43,372)
                                          ----------  -------  ---------  ------------  ------------
Balance - December 31, 1998                3,840,000      384    14,816       (50,128)      (34,928)
                                          ----------  -------  ---------  ------------  ------------

Issuance of common stock for cash          1,520,000      152   134,848             -       135,000
Nel loss                                           -        -         -      (145,948)     (145,948)
                                          ----------  -------  ---------  ------------  ------------
Balance - December 31, 1999                5,360,000      536   149,664      (196,076)      (45,876)
                                          ----------  -------  ---------  ------------  ------------

Net loss                                           -        -         -       (13,673)      (13,673)
                                          ----------  -------  ---------  ------------  ------------
Balance - December 31, 2000                5,360,000      536   149,664      (209,749)      (59,549)
                                          ----------  -------  ---------  ------------  ------------

Stock issued for services                    875,000       87   253,663             -       253,750
Stock issued for subsidiary                1,270,004      127     3,823             -         3,950
Net loss                                           -        -         -      (745,994)     (745,994)
                                          ----------  -------  ---------  ------------  ------------
Balance - December 31, 2001                7,505,004      750   407,150      (955,743)     (547,843)
                                          ----------  -------  ---------  ------------  ------------

Stock issued for services                    300,000       30    92,970             -        93,000
Stock issued for services                     73,550        7    22,058             -        22,065
Stock issued in lieu of debt                 576,923       58   149,942             -       150,000
Stock issued for beneficial conversation
 feature as interest                         576,923       58   149,942             -       150,000
Stock issued for services                    639,727       64   166,265             -       166,329
Stock issued for services                    350,000       35   122,465             -       122,500
Stock issued for services                    619,540       62   148,628             -       148,690
Stock issued for services                     95,861       10    26,831             -        26,841
Stock issued for services                     95,861        9    26,832             -        26,841
Net loss for period                                -        -         -    (1,319,956)   (1,319,956)
                                          ----------  -------  ---------  ------------  ------------
Balance - September 30, 2002              10,833,389 $  1,083 $1,313,083  $(2,275,699)    $(961,533)
                                          ==========  =======  =========  ============  ============


</TABLE>


                         See accountant`s review report


                                        3
<PAGE>
                           MILITARY RESALE GROUP, INC
                            Statement of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                           For the Nine Months Ended
                                                                 September 30,
                                                            ------------------------
                                                                2002         2001
                                                            ------------  ----------
<S>                                                         <C>           <C>
Cash Flows from Operating Activities:
  Net Loss                                                  $(1,319,956)  $(334,236)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                                 36,244      26,027
   Stock issued for services                                    606,266      79,250
   Stock issued in lieu of debt                                 150,000           -
   Stock issued for interest                                    150,000           -
    Loss on disposal of equipment                                 6,380           -
   Changes in assets and liabilities:
    (Increase) Decrease in accounts receivable                 (361,305)     16,516
    Decrease (Increase) in prepaids                               2,994     (22,388)
    Increase (Decrease) in deposits                              (2,812)          -
    (Increase) Decrease in inventory                            (29,646)    (82,698)
    Increase in accounts payable                                326,855     231,423
    Increase (Decrease) in accrued expenses                     282,320       5,260
                                                            ------------  ----------
Net Cash Used in Operating Activities                          (152,660)    (80,846)
                                                            ------------  ----------

Cash Flows from Investing Activities
  Capital expenditures                                           (4,493)     (7,313)
                                                            ------------  ----------
Cash Flows Used in Investing Activities                          (4,493)     (7,313)
                                                            ------------  ----------

Cash Flows from Financing Activities:
  Bank overdraft                                                 (1,349)          -
 Proceeds from sale of stock                                          -           -
 Proceeds (payments) from notes payable - net                   176,050     100,944
                                                            ------------  ----------
Cash Flows Provided by Financing Activities                     174,701     100,944
                                                            ------------  ----------

Net Increase (Decrease) in cash and cash equivalents             17,548      12,785

Cash and cash equivalents - beginning of period                       -           -
                                                            ------------  ----------

Cash and cash equivalents - end of period                   $    17,548   $  12,785
                                                            ============  ==========


Supplemental information:
    Cash paid for interest                                  $     6,170   $   6,229
                                                            ============  ==========
    Cash paid for income taxes                              $         -   $       -
                                                            ============  ==========

Non-cash investing and financing activities:
 Issuance of stock in exchange for cancellation of
 indebtedness of $150,000 and interest expense of $150,000  $   300,000   $       -
                                                            ============  ==========
 on convertible notes
</TABLE>

                         See accountant's review report

                                        4
<PAGE>

NOTE  1-GENERAL

On  October 15, 2001, our Company, formerly known as Bactrol Technologies, Inc.,
and  Military  Resale  Group,  Inc.,  a  Maryland corporation that was formed on
October  6,  1997 ("MRG-Maryland"), executed a Stock Purchase Agreement pursuant
to  which,  on November 15, 2001, 98.2% of MRG's stock was effectively exchanged
for  a controlling interest in a publicly held "shell" corporation (the "Reverse
Acquisition")  that concurrently changed its name to Military Resale Group, Inc.
This  transaction  is  commonly  referred  to  as  a "reverse acquisition."  For
financial accounting purposes, this transaction has been treated as the issuance
of  stock  for  our  net  monetary  assets, accompanied by a recapitalization of
MRG-Maryland  with  no  goodwill  or  other  intangible  assets  recorded.  For
financial  reporting  purposes,  MRG-Maryland  was  considered the acquirer, and
therefore,  the  historical  operating results of Bactrol Technologies, Inc. are
not  presented.

NOTE  2  -  BASIS  OF  PRESENTATION

In the opinion of our management, the accompanying unaudited condensed financial
statements include all normal adjustments considered necessary to present fairly
our  financial  position as of September 30, 2002, and results of operations and
cash  flows  for  the  nine  months  ended  September 30, 2002 and 2001. Interim
results  are  not  necessarily  indicative  of  results  for  a  full  year.

The  consolidated  financial  statements and notes are presented as permitted by
Form  10-QSB,  and  do  not  contain certain information included in our audited
financial  statements  and  notes  for  the fiscal year ended December 31, 2001.


NOTE  3  -  INVENTORY

Inventory  of  as  September  30,  2002  consisted  of  the  following:

Finished  Goods                     282,076
                                    -------
                                   $282,076
                                   ========
                                        5
<PAGE>



ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

GENERAL

     CERTAIN  STATEMENTS  IN THIS REPORT CONSTITUTE "FORWARD-LOOKING STATEMENTS"
WITHIN  THE  MEANING  OF  THE  PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
SUCH  FORWARD-LOOKING  STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND  OTHER  FACTORS  WHICH  MAY  CAUSE  OUR  ACTUAL  RESULTS,  PERFORMANCE  OR
ACHIEVEMENTS  TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS  EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE WORDS
"BELIEVE",  "EXPECT",  "ANTICIPATE", "INTEND" AND "PLAN" AND SIMILAR EXPRESSIONS
IDENTIFY  FORWARD-LOOKING  STATEMENTS.  READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE  ON  THESE  FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE
THE  STATEMENT WAS MADE. BECAUSE OUR COMMON STOCK IS CONSIDERED A "PENNY STOCK,"
AS  DEFINED  BY  THE  REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, THE
SAFE  HARBOR  FOR FORWARD-LOOKING STATEMENTS DOES NOT APPLY TO STATEMENTS BY OUR
COMPANY.

     Our  business  and  results of operations are affected by a wide variety of
factors  that  could  materially and adversely affect us and our actual results,
including,  but  not  limited  to:  (1)  the availability of additional funds to
enable  us  to  successfully  pursue  our  business  plan; (2) the uncertainties
related  to  the  effectiveness  of  our  technologies  and  the addition of new
products  and  suppliers;  (3)  our  ability  to maintain, attract and integrate
management  personnel;  (4)  our  ability  to  complete  the  development of our
proposed  product line in a timely manner; (5) our ability to effectively market
and sell our products and services to current and new customers; (6) our ability
to  negotiate  and  maintain  suitable  strategic  partnerships  and  corporate
relationships  with  suppliers  and  manufacturers;  (7)  the  intensity  of
competition;  and  (8)  general  economic  conditions.  As a result of these and
other  factors,  we  may  experience  material  fluctuations in future operating
results  on  a  quarterly  or annual basis, which could materially and adversely
affect  our  business,  financial  condition, operating results and stock price.

     Any forward-looking statements herein speak only as of the date hereof.  We
undertake  no  obligation  to  publicly  release the results of any revisions to
these  forward-looking  statements  that  may  be  made  to  reflect  events  or
circumstances  after  the  date  hereof  or  to  reflect  the  occurrence  of
unanticipated  events.  The  following  discussion should be read in conjunction
with  the  financial  statements  and  related notes appearing elsewhere in this
Report.

     Prior  to November 15, 2001, we did not generate any signification revenue,
and  accumulated  no  significant  assets,  as  we  explored  various  business
opportunities.  On  November  15,  2001,  we  acquired  98.2%  of the issued and
outstanding capital stock of Military Resale Group, Inc., a Maryland corporation
("MRG-Maryland"),  in  exchange  for a controlling interest in our publicly-held
"shell"  corporation  (the  "Reverse  Acquisition").  For  financial  reporting
                                        6
<PAGE>

purposes,  MRG-Maryland  was  considered the acquirer in such transaction.  As a
result, our historical financial statements for any period prior to November 15,
2001  are  those  of  MRG-Maryland.

RESULTS  OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE
                         MONTHS  SEPTEMBER,  2001

     Revenue.  Total  revenue  for  the three months ended September 30, 2002 of
$1,651,090  reflected an increase of $366,645, or approximately 29%, compared to
total  revenue of $1,284,445 for the three months ended September 30, 2001.  Our
revenues  are  derived in either one of two ways.  In the majority of instances,
we  purchase  products  from  manufacturers  and  suppliers  for  resale  to the
commissaries  we  service.  In  such  cases,  we  resell  the  manufacturer's or
supplier's  products to the commissaries at generally the same prices we pay for
such products, which prices generally are negotiated between the manufacturer or
supplier  and  the Defense Commissary Agency ("DeCA").  Revenue is recognized as
the gross sales amount received by us from such sales ("resale revenues"), which
includes  (i)  the  purchase price paid by the commissary plus (ii) a negotiated
storage and delivery fee paid by the manufacturer or supplier.  In the remaining
instances,  we  act as an agent for the manufacturer or supplier of the products
we  sell,  and earn a commission paid by the manufacturer or supplier, generally
in  an  amount  equal  to a percentage of the manufacturer's or supplier's gross
sales  amount  ("commission revenues").  In such cases, revenue is recognized as
the  commission  we  receive  on  the  gross  sales  amount.

     Resale  revenue for the three months ended September 30, 2002 of $1,548,384
reflected  an  increase  of  $366,694,  or approximately 31%, compared to resale
revenue  of  $1,181,690  for the three months ended September 30, 2001.  For the
three months ended September 30, 2002, approximately 63% of our gross profit was
derived  from  sales  involving resale revenue compared to approximately 36% for
the  three  months  ended September 30, 2001.  These increases were attributable
primarily to the addition of the new products we began supplying to commissaries
during the fourth quarter of fiscal 2001, including Slimfast, L'eggs, Bush Beans
and  Rayovac Batteries, and during the first and second quarters of fiscal 2002,
including  a  line  of  feminine  hygiene  products and a line of infant feeding
products supplied by Playtex Products, Inc., which we sell on a resale basis, as
well  as  the  implementation of our long-term strategy to increase our ratio of
sales of products we sell on a resale basis, rather than a commission basis, due
to  the  payment discounts we often receive from the manufacturers and suppliers
of  the  goods  we  purchase  for  resale.

     Commission  revenue  for  the  three  months  ended  September  30, 2002 of
$102,706  reflected  a  decrease of $49, or less than 1%, compared to commission
revenue of $102,755 for the three months ended September 30, 2001. For the three
months  ended  September  30,  2002,  approximately  37% of our gross profit was
derived  from  sales  involving commission revenue compared to approximately 64%
for the three months ended September 30, 2001. These decreases were attributable
primarily  to the implementation of our long-term strategy to increase our ratio
of  sales of products sold on a resale basis, rather than a commission basis. We
cannot  be  certain as to whether or not these trends will continue; however, in
the long term we are seeking to increase the ratio of our sales of products sold
                                        7
<PAGE>

on  a  resale  basis,  rather than a commission basis, because we believe we can
increase  our  profitability  on  such  sales  by  taking  advantage  of payment
discounts  frequently  offered  by  the  manufacturers  and  suppliers  of  such
products.  To  do  so, we intend to continue to seek to add new products that we
can  offer  to commissaries on a resale basis from our existing manufactures and
suppliers  and  from  others  with  whom  we  do  not  currently  have a working
relationship.


     In  March 2002, we entered into an agreement with Playtex Products, Inc. to
distribute,  on  a  resale  basis,  approximately  70 Stock Keeping Units (SKUs)
manufactured  or  supplied  by  Playtex,  including  a  line of feminine hygiene
products  and  a  line  of  infant  feeding  products.  We  have been advised by
Playtex,  and  verified  with  DeCA,  that  sales  by  Playtex  in  2001  to the
commissaries  we currently service amounted to approximately $350,000.  However,
there  can  be  no  assurance that our sales of Playtex products will reach such
amount,  and  the  amount  of  our  actual  sales of Playtex products may differ
materially  from  the amounts sold by Playtex in 2001 as a result of one or more
of  the  factors  described  above,  among  others.

     In  April  2002,  we  began distributing products for Pfizer, Inc. under an
agreement that provided for the distribution of approximately 114 SKUs of Pfizer
products.  In  June 2002, the agreement was terminated by Pfizer because we were
unable  to  consistently  meet  our delivery obligations due to our insufficient
working  capital.  During  the  term  of  our agreement with Pfizer, we received
revenue  from the sale of Pfizer products of approximately $168,000.  Management
believes  the  termination  of  the  Pfizer  agreement  will not have a material
adverse  impact  on  our  results  of  operations  for  fiscal  2002.

     In  October  2002,  we added to our supplier network the Hillshire Farm and
Kahn's  product  groups  of  Sara  Lee  Foods-USA  and certain consumer products
distributed  by  Chattem,  Inc.  Hillshire  Farm and Kahn's are product lines of
packaged  meats  and  hams.  Chattem  is  a  manufacturer  of  branded  consumer
products,  principally  over-the-counter  healthcare  products,  including
Aspercreme,  Gold Bond, Sportscreme, Pamprin, Dexatrim, Rejuvex and Flexall.  We
have  been  advised by Sara Lee Foods-USA, and verified with DeCA, that sales of
Hillshire  Farm  and  Kahn's  products  in 2001 to the commissaries we currently
service amounted to approximately $950,000. We have been advised by Chattem, and
verified  with  DeCA,  that  sales  of Chattem's line of products in 2001 to the
commissaries  we  currently service amounted to approximately $200,000. However,
there  can  be  no  assurance that our annual sales of these products will reach
such  amounts,  and  the amount of our actual sales of Hillshire Farm and Kahn's
Products  and  Chattem  products  may differ materially from the amounts sold by
Sara  Lee  Foods-USA  and  Chattem,  respectively,  in  2001.

     Management  believes  our long-term success will be dependent in large part
on  our ability to add additional product offerings to enable us to increase our
sales  and  revenues.  However, we believe our ability to add additional product
offerings  is  dependent on our ability to obtain additional capital to fund new
business  development  and  increased  sales  and  marketing  efforts.  We  are
currently  in  discussions with a number of other manufacturers and suppliers in
an  effort to reach an agreement under which we can distribute their products to
                                        8
<PAGE>
the  military  market.  While  there  can be no assurance that we will do so, we
believe  we  will  be successful in negotiating agreements with a number of such
suppliers  and  manufacturers.

     To date, all of our sales revenue has been generated from customers located
in  the  United  States.

     COST  OF  GOODS  SOLD.  Cost  of goods sold consists of our cost to acquire
products  from  manufacturers  and  suppliers  for  resale  to commissaries.  In
instances  where  we  sell  products  on a commission basis, there is no cost of
goods  sold because we act as an agent for the manufacturer or supplier and earn
only  a  commission  on  such sales. During the three months ended September 30,
2002,  cost  of  goods  sold  increased  by  $248,672,  or approximately 22%, to
$1,373,106  from $1,124,434 for the three months ended September 30, 2001.  This
increase was attributable primarily to the addition of new products that we sell
on  a  resale  basis.  We cannot be certain as to whether or not this trend will
continue;  however, in the long term we are seeking to increase the ratio of our
sales  on  a  resale  basis,  as  discussed  above.

     GROSS  PROFIT.  Gross  profit for the three months ended September 30, 2002
increased  by $117,973, or approximately 74%, compared to the three months ended
September  30, 2001, from $160,011 for the three months ended September 30, 2001
to  $277,984  for  the three months ended September 30, 2002.  This increase was
attributable  primarily  to  the  addition  of new products that we purchase for
resale  to  the  commissaries  we  service.

     OPERATING  EXPENSES.  Total  operating expenses aggregated $749,853 for the
three  months  ended  September  30,  2002 as compared to $204,278 for the three
months  ended  September  30,  2001,  representing  an  increase of $545,575, or
approximately  267%.  The  increase  in  total  operating expenses for the three
month  period  ended  September 30, 2002 was attributable primarily to increased
professional  fees  of $418,123, resulting primarily from the issuance of shares
of our common stock for consulting services rendered to the Company and to legal
and accounting costs associated with the preparation of a registration statement
under  the  Securities  Act  of  1933  relating to a proposed offering of equity
securities;  increased  occupancy  expense of $29,658 resulting from our move to
larger  office  and  warehouse  facilities  in  September 2001; increased salary
expenses  and payroll taxes of $50,877; and increased general and administrative
expenses  of  $31,389  resulting primarily from increased premiums on health and
workers'  compensation  insurance.

     INTEREST  EXPENSE.  Interest expense of $115,563 for the three months ended
September  30,  2002  reflected  an increase of $111,585 as compared to interest
expense  of  $3,978 for the three months ended September 30, 2001.  The increase
in  interest  expense was attributable primarily to interest expense of $105,000
resulting  from  the recognition of the beneficial conversion feature (the right
to convert debt into shares of our common stock at a discount to the fair market
value of our common stock) of $105,000 aggregate principal amount of convertible
promissory  notes  issued  in  the  third  quarter  of  2002.

                                        9
<PAGE>

     NET  LOSS.  For  the  reasons  discussed  above,  we incurred a net loss of
$587,065 for the three months ended September 30, 2002 as compared to a net loss
of  $48,245  for  the  three  months  ended  September  30,  2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

     REVENUE.  Total  revenue  for  the  nine months ended September 30, 2002 of
$4,787,888  reflected  an increase of $1,248,154, or approximately 35%, compared
to  total  revenue  of  $3,539,734 for the nine months ended September 30, 2001.
Resale  revenue  for  the  nine  months  ended  September 30, 2002 of $4,561,198
reflected  an  increase  of $1,198,451, or approximately 34%, compared to resale
revenue  of  $3,362,747  for  the nine months ended September 30, 2001.  For the
nine  months ended September 30, 2002, approximately 68% of our gross profit was
derived  from  sales  involving resale revenue compared to approximately 60% for
the  nine  months  ended  September  30, 2001. These increases were attributable
primarily  to the addition of the new products we began offering during the 2001
period,  as  discussed  above,  as  well  as the implementation of our long term
strategy  to  increase  the  ratio  of  sales  on  a  resale basis rather than a
commission  basis.

     COMMISSION  REVENUES  for  the  nine  months  ended  September  30, 2002 of
$226,690  reflected  an  increase  of $49,703, or approximately 28%, compared to
commission  revenues  of $176,987  for the nine months ended September 30, 2001.
For  the  nine  months  ended September 30, 2002, approximately 32% of our gross
profit  was  derived  from  sales  involving  commission revenues as compared to
approximately  40%  for  the  nine  months  ended  September  30,  2001.

     COST  OF GOODS SOLD.  During the nine months ended September 30, 2002, cost
of  goods  sold  increased  by  approximately $976,600, or approximately 32%, to
$4,069,592  from  $3,092,992 for the nine months ended September 30, 2001.  This
increase was attributable primarily to the addition of new products that we sell
on  a  resale  basis.

     GROSS  PROFIT.  Gross  profit  for the nine months ended September 30, 2002
increased  by  $271,554, or approximately 61%, compared to the nine months ended
September  30,  2001, from $446,742 for the nine months ended September 30, 2001
to  $718,296  for  the  nine months ended September 30, 2002.  This increase was
attributable  primarily  to addition of new products that we purchase for resale
to  commissaries  we  service.

     OPERATING EXPENSES.  Total operating expenses aggregated $1,682,835 for the
nine months ended September 30, 2002 as compared to $774,749 for the nine months
ended September 30, 2001, representing an increase of $908,086, or approximately
117%.  The  increase  in  total operating expenses was attributable primarily to
increased  professional  fees of $455,924, resulting primarily from the issuance
of  shares  of  our common stock for consulting services rendered to the Company
and  to  legal  and  accounting  costs  associated  with  the  preparation  of a
registration  statement  under the Securities Act of 1933 relating to a proposed
offering of equity securities; increased occupancy expense of  $94,354 resulting
from  our  move  to  larger  office  and warehouse facilities in September 2001;
                                       10
<PAGE>

increased  salary  expenses  and payroll taxes of $68,059; and increased general
and  administrative  expenses  of  $260,712  resulting  primarily from increased
premiums  on  health  workers'  compensation  insurance.

     INTEREST  EXPENSE.  Interest  expense of $355,826 for the nine months ended
September  30,  2002  reflected  an increase of $349,597 as compared to interest
expense of $6,229 for the nine months ended September 30, 2001.  The increase in
interest  expense  was  attributable  primarily  to interest expense of $330,000
resulting  from  the recognition of the beneficial conversion feature (the right
to convert debt into shares of our common stock at a discount to the fair market
value of our common stock) of $330,000 aggregate principal amount of convertible
promissory  notes  issued  in  the  nine  months  ended  September  30,  2002.

     NET  LOSS.  Primarily  as  a result of the increased operating and interest
expenses  discussed  above,  we  incurred  a net loss of $1,319,956 for the nine
months  ended  September  30, 2002 as compared to a net loss of $334,236 for the
nine  months  ended  September  30,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September  30,  2002,  we had a cash balance of $17,548.  Our principal
source  of  liquidity  has been borrowings.  Since November 2001, we have funded
our  operations  primarily  from  borrowings  of approximately $525,000.  In the
fourth  quarter  of  2001  and  the first and second quarters of 2002, we issued
$260,000  aggregate  principal  amount  of convertible promissory notes (the "9%
Convertible  Notes")  that  mature on December 31, 2002 and bear interest at the
rate  of  8%  per  annum prior to June 30, 2002 and 9% per annum thereafter.  In
April  2002,  $150,000  aggregate  principal amount of 9% Convertible Notes (and
$2,380  accrued interest thereon) was converted by the holders into an aggregate
of 1,993,573 shares of our common stock.  The remaining 9% Convertible Notes are
convertible  at any time and from time to time by the noteholders into a maximum
of  1,153,900  shares  of  our  common  stock  (subject to certain anti-dilution
adjustments)  if  the  9%  Convertible Notes are not in default, or a maximum of
2,307,800  shares  of  our  common  stock  (subject  to  certain  anti-dilution
adjustments)  if  an event of default has occurred in respect of such notes. The
terms  of  the  9% Convertible Notes require us to register under the Securities
Act  of  1933  the  shares  our  common stock issuable upon conversion of the 9%
Convertible  Notes  not  later  than  December  31,  2002.

     In the third quarter of 2002, we issued $105,000 aggregate principal amount
of  convertible  promissory  notes  (the  "8% Convertible Notes") that mature on
either  June  30,  2003 or July 30, 2003 and bear interest at the rate of 8% per
annum.  The  8%  Convertible  Notes are convertible at any time and from time to
time  by  the  noteholders  into a maximum of 489,667 shares of our common stock
(subject  to certain anti-dilution adjustments). The terms of the 8% Convertible
Notes  require us to register under the Securities Act of 1933 the shares of our
common stock issuable upon conversion of the 8% Convertible Notes not later than
December  31,  2002.
                                       11
<PAGE>
     In  the third quarter of 2002, we borrowed $10,000 from a single lender. In
connection  with each such loan, we executed a demand promissory note that bears
interest  at  the  rate  of  8%  per  annum  and  matures  on December 31, 2002.

     Our  current  cash  levels,  together  with the cash flows we generate from
operating  activities,  are  not sufficient to enable us to execute our business
strategy.  As a result, we intend to seek additional capital through the sale of
up to 5,000,000 shares of our common stock.  In December 2001, we filed with the
Securities  and  Exchange  Commission  a registration statement relating to such
shares.  Such  registration  statement  has not yet been declared effective, and
there  can  be  no  assurance  that  the Securities and Exchange Commission will
declare such registration statement effective in the near future, if at all.  In
the interim, we intend to fund our operations based on our cash position and the
near term cash flow generated from operations, as well as additional borrowings.
In  the  event  we sell only a nominal number of shares (i.e. 500,000 shares) in
our  proposed  offering, we believe that the net proceeds of such sale, together
with  anticipated  revenues from sales of our products, will satisfy our capital
requirements  for  at  least  the  next  12  months.  However,  we would require
additional  capital  to  realize  our  strategic  plan  to  expand  distribution
capabilities  and  product  offerings.  These conditions raise substantial doubt
about  our ability to continue as a going concern.  Our actual financial results
may  differ  materially  from  the  stated  plan  of  operations.

     Assuming  that  we  receive  a nominal amount of proceeds from our proposed
offering  of  common  stock,  we expect capital expenditures to be approximately
$200,000  during  the  next  twelve  months, primarily for the acquisition of an
inventory  control  system.  It is expected that our principal uses of cash will
be  to  provide  working  capital,  to  finance  capital  expenditures, to repay
indebtedness  and  for  other  general  corporate  purposes, including sales and
marketing  and  new  business  development.  The  amount  of  spending  for  any
particular  purpose  is  dependent  upon  the total cash available to us and the
success  of  our  offering  of  common  stock.

     At September 30, 2002, we had liquid assets of $819,911, consisting of cash
and  accounts  receivable  derived  from operations, and other current assets of
$309,008,  consisting  primarily  of  inventory  of  products  for  sale  and/or
distribution.  Long  term  assets  of  $154,280 consisted primarily of warehouse
equipment  used  in  operations.

     Current  liabilities  of  $2,058,757  at  September  30,  2002 consisted of
$1,374,062  of  accounts  payable  and  $341,718  for  the  current  portion  of
capitalized  leases  and  notes  payable,  of  which  approximately $210,000 was
payable  to  our  officers  or  our  other  affiliates.

     Our  working  capital deficit was $929,838 as of September 30, 2002 for the
reasons  described  above.

     During  the  nine months ended September 30, 2002, we used cash of $152,660
in  operating  activities, primarily as a result of the net loss incurred during
this  period.

                                       12
<PAGE>

     During the nine months ended September 30, 2002, we used net cash of $4,493
in  investing  activities,  all  of  which  was  used  for capital expenditures.

     Financing  activities,  consisting  primarily  of  short-term  borrowings,
provided  net  cash of $174,701 during the nine months ended September 30, 2002.

ITEM  3.     CONTROLS  AND  PROCEDURES

     (a)  Based  upon an evaluation performed within 90 days of this Report, our
Chief  Executive  Officer  ("CEO") and Chief Financial Officer ("CFO") have each
concluded  that  our  disclosure controls and procedures are effective to ensure
that  material  information relating to our Company is made known to management,
including  the  CEO  and  CFO,  particularly during the period when our periodic
reports  are  being  prepared,  and  that our internal controls are effective to
provide  reasonable  assurances  that  our  financial  condition,  results  of
operations  and  cash  flows  are  fairly  presented  in  all material respects.

     (b)  The CEO and CFO each note that, since the date of his evaluation until
the  date  of  this  Report,  there have been no significant changes in internal
controls  or in other factors that could significantly affect internal controls,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.



PART  II.          OTHER  INFORMATION

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     (a)  None.

     (b)  None.

     (c)  In  August  2002,  we  issued  619,540  shares  of our common stock to
consultants  and  employees  or their designees, including Edward T. Whelan, our
Chief Executive Officer and one of our directors, for services performed for the
Company.  Such  shares  were  issued  by  us in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
on  the  basis  that  such  issuance  did  not  involve  a  public  offering, no
underwriter fees or commissions were paid by us in connection with such issuance
and  such  persons  were 'accredited investors' as defined in Regulation D under
the  Securities  Act  of  1933,  as  amended.

     In  August 2002, we issued to two affiliates of the Company an aggregate of
$100,000  principal  amount  of convertible promissory notes that mature on June
30,  2003  and  bear interest at 8% per annum. Such notes are convertible into a
maximum  of  436,000 shares of our common stock at the option of the noteholders
at any time. The terms of such notes require us to register under the Securities
                                       13
<PAGE>

Act  of  1933  the  shares  of our common stock issuable upon conversion of such
notes  not  later  than  December  31,  2002.  Such  notes  were issued by us in
reliance  upon  the  exemption from registration provided by Section 4(2) of the
Securities  Act  of  1933,  as  amended, on the basis that such issuance did not
involve a public offering, no underwriter fees or commissions were paid by us in
connection  with  such  issuance and such persons were 'accredited investors' as
defined  in  Regulation  D  under  the  Securities  Act  of  1933,  as  amended.

     In September 2002, we issued to a single purchaser a convertible promissory
note  in  the principal amount of $5,000 that matures on July 30, 2003 and bears
interest  at  the rate of 8% per annum. Such note is convertible at any time and
from  time  to  time  by  the  noteholder into a maximum of 53,667 shares of our
common  stock  (subject  to certain anti-dilution adjustments). The terms of the
such  note require us to register under the Securities Act of 1933 the shares of
our  common  stock  issuable upon conversion of the note not later than December
31,  2002. Such note was issued in reliance upon the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended, on the basis
that  such  issuance  did  not involve a public offering, no underwriter fees or
commissions  were  paid  in connection with such issuance and such person was an
'accredited  investor'  as  defined  in Regulation D under the Securities Act of
1933,  as  amended.

     (d)  None.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  None.

     (b)  On  August  15,  2002,  the Company filed a Current Report on Form 8-K
providing  certifications  of  its  Chief  Executive Officer and Chief Financial
Officer  with  respect  to  its Quarterly Report on Form 10-QSB/A for the period
ended  June  30,  2002  as  required  by  18  U.S.C.  1350  (Section  906 of the
Sarbanes-Oxley  Act  of  2002).
                                       14
<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by  the undersigned thereunto duly authorized, in Colorado Springs,
Colorado  on  November  14,  2002.

     MILITARY  RESALE  GROUP,  INC.


By:  /s/  Ethan  D.  Hokit____________
     ------------------------------
     Name:  Ethan  D.  Hokit
Title:  President (Principal Accounting Officer and Principal Financial Officer)
                                       15
<PAGE>


                  Certification of Principal Executive Officer
                  --------------------------------------------
                           Pursuant to 18 U.S.C. 1350
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)


I,  Edward  T.  Whelan,  certify  that:

1.  I  have  reviewed  this  quarterly  report on Form 10-QSB of Military Resale
Group,  Inc.;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

                                       16
<PAGE>
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.



                                              By:  /s/  Edward  T.  Whelan
                                                   -----------------------
                                              Name:     Edward  T. Whelan
                                              Title:  Chief  Executive  Officer

November  14,  2002
                                       17
<PAGE>
                  Certification of Principal Financial Officer
                           Pursuant to 18 U.S.C. 1350
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)


I,  Ethan  D.  Hokit,  certify  that:

1.  I  have  reviewed  this  quarterly  report on Form 10-QSB of Military Resale
Group,  Inc.;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

                                       18
<PAGE>

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

                                               By:  /s/  Ethan  D.  Hokit
                                                  ---------------------
                                               Name:     Ethan  D. Hokit
                                               Title: Chief Financial Officer

November  14,  2002














                                       19
<PAGE>