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

                                  Form 10QSB/A
                                 Amendment No. 2
(Mark  One)
               QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
               SECURITIES  EXCHANGE  ACT  OF  1934
       [X]     For  the  quarterly  period  ended  June  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  June  30, 2002, there were 9,672,127 shares of the issuer's common stock
outstanding.

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


<PAGE>


                           MILITARY RESALE GROUP, INC.

                                  FORM 10QSB/A
                                 AMENDMENT NO. 2

                                      INDEX

                                                                  Page  No.
             INTRODUCTORY  NOTE
PART  I.     Financial  Information                                         ii

Item  1.     Financial  Statements

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


                  Statements  of  Operations - Three months and six months
             ended June 30, 2002 and 2001                                    2


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

             Statements of Cash Flows - Six months ended June 30, 2002
             and 2001                                                        4

             Notes to Financial Statements                                   5


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


Signatures                                                                  13

                                       i
<PAGE>
                               INTRODUCTORY NOTE

     We  are  filing  this  Form  10-QSB/A  in  order  to  amend and restate the
information disclosed in Items 1 and 2 of Part I.  The principal changes we made
were  as  follows:  (i) we revised our statement of operations for the three and
six  month  periods  ended  June  30,  2002  (x) to eliminate the recognition of
certain  interest  expense  for  the  beneficial  conversion feature of $150,000
aggregate  principal  amount of convertible promissory notes that were converted
into shares of our common stock in the second quarter of 2002 and (y) to include
interest  expense  for the beneficial conversion feature of $20,000 and $225,000
aggregate  principal  amount of convertible promissory notes that were issued in
the  three  and six month periods ended June 30, 2002, respectively, and (ii) we
revised  the  manner  in  which  we  accounted for the issuance of shares of our
common  stock  in the three months ended June 30, 2002 to certain consultants of
the Company, including Edward T. Whelan, our Chief Executive Officer.  This Form
10-QSB/A  does  not  necessarily  reflect  events  occurring after the filing of
Amendment  No.  1  to  Form  10-QSB  for  the  quarter  ended  June  30,  2002.

                                       ii
<PAGE>

ITEM  1.  FINANCIAL  INFORMATION

                          MILITARY RESALE GROUP, INC.
                                 Balance Sheets
                                  (unuadited)
<TABLE>
<CAPTION>

                                                                       June 30,        December 31,
ASSETS                                                                   2002              2001
                                                                         ----              ----
<S>                                                                     <C>              <C>
Current Assets
 Cash .......................................................      $     6,079       $      --
 Accounts receivable - trade ................................          522,997           441,058
 Prepaids ...................................................            3,714             6,708
 Inventory ..................................................          309,435           252,430
 Deposits ...................................................           23,218            20,406
                                                                   -----------       -----------
  Total Currents Assets .....................................          865,443           720,602
                                                                   -----------       -----------

Fixed Assets:
 Office equipment ...........................................            2,741             9,121
 Warehouse equipment ........................................          205,044           203,132
 Vehicles ...................................................           64,366            64,366
 Leasehold improvements .....................................            2,440             2,440
 Software ...................................................           15,609            15,609
                                                                   -----------       -----------
                                                                       290,200           294,668
 Less accumulated depreciation ..............................         (123,510)         (102,257)
                                                                   -----------       -----------
  Net Fixed Assets ..........................................          166,690           192,411
                                                                   -----------       -----------

TOTAL ASSETS ................................................      $ 1,032,133       $   913,013
                                                                   ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable - trade ...................................      $ 1,108,770       $ 1,047,207
 Accrued expenses ...........................................           47,221              --
 Accrued interest payable ...................................          142,370            60,657
 Bank overdraft .............................................             --               1,349
 Capitalized leases/Notes payable - current portion .........          339,755           260,522
                                                                   -----------       -----------
  Total Current Liabilities .................................        1,638,116         1,369,735
                                                                   -----------       -----------

Long-term debt
Notes payable ...............................................           91,121            91,121
                                                                   -----------       -----------
 Total Long-term debt .......................................           91,121            91,121
                                                                   -----------       -----------

Total Liabilities ...........................................        1,729,237         1,460,856
                                                                   -----------       -----------


Stockholders' Equity
 Common stock, par value $.0001, 60,000,000 shares
  authorized:  9,672,127 and 7,505,004 issued and outstanding
  at June 30, 2002 and December 31, 2001, respectively ......              967               750
 Additional paid-in capital .................................          988,327           407,150
 Retained deficit ...........................................       (1,686,398)         (955,743)
                                                                   -----------       -----------
  Total Stockholders' Equity ................................         (697,104)         (547,843)
                                                                   -----------       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................      $ 1,032,133       $   913,013
                                                                   ===========       ===========
</TABLE>
                        See accountant's review report.

                                       1
<PAGE>
                          MILITARY RETAIL GROUP, INC.
                            Statement of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>

                                         For the Three Months Ended           For the Six Months Ended
                                                  June 30,                             June 30,
                                         --------------------------           ------------------------
                                           2002               2001             2002              2001
                                           ----               ----             ----              ----
<S>                                    <C>               <C>               <C>               <C>
REVENUES:
Gross Sales .....................      $ 1,657,440       $ 1,048,393       $ 3,015,024       $ 2,073,376
Commission sales - net ..........           64,472           116,489           124,146           181,913
                                       -----------       -----------       -----------       -----------
Total Revenues ..................        1,721,912         1,164,882         3,139,170         2,255,289
                                       -----------       -----------       -----------       -----------

COST OF GOODS SOLD: .............        1,457,701           997,140         2,696,622         1,968,558
                                       -----------       -----------       -----------       -----------

GROSS PROFIT ....................          264,211           167,742           442,548           286,731
                                       -----------       -----------       -----------       -----------

EXPENSES:
 Salary and payroll taxes .......          125,797           106,713           215,962           207,217
 Professional fees ..............          107,446             3,438           200,446            11,208
 Occupancy ......................           55,263            23,455           110,525            49,768
 General and administrative .....          250,833            35,654           338,478            81,825
 Amortization/depreciation ......           10,626             8,760            21,253            17,520
 Lease and auto/truck expense ...           21,910            25,555            46,318            51,183
                                       -----------       -----------       -----------       -----------
   Total Operating Expenses ......          571,875           203,575           932,982           418,721
                                       -----------       -----------       -----------       -----------

OTHER REVENUES & EXPENSES:
 Interest expense ...............          (29,093)             (986)         (240,263)           (2,251)
 Interest income ................               42              --                  42              --
                                       -----------       -----------       -----------       -----------

  Total Other Revenues & Expenses          (29,051)             (986)         (240,221)           (2,251)
                                       -----------       -----------       -----------       -----------



NET LOSS ........................      $  (336,715)      $   (36,819)      $  (730,655)      $  (134,241)
                                       ===========       ===========       ===========       ===========


Per share information
   Weighted average number
     of common shares outstanding        8,949,752         5,360,000         8,327,378         5,360,000
                                       ===========       ===========       ===========       ===========

Net Loss per common share .......      $     (0.04)      $     (0.01)      $     (0.08)      $     (0.02)
                                       ===========       ===========       ===========       ===========
</TABLE>

                        See accountant's review report.



                                       2
<PAGE>
                          MILITARY RETAIL GROUP, INC.
                       Statement of Stockholders' Equity
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                   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
Net loss ...............................           --             --             --           (730,655)      (730,655)
                                              ---------      --------        ---------       ---------       ---------

Balance - June 30, 2002 ................      9,672,127      $    967      $  988,327     $ (1,686,398)     $(697,104)
                                              =========      ========      ==========     ============      =========
</TABLE>


                        See accountant's review report.

                                       3
<PAGE>
                          MILITARY RETAIL GROUP, INC.
                            Statement of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>


                                                                For the Six Months Ended
                                                                         June 30,
                                                                    ----------------------
                                                                   2002            2001
                                                                   ----            ----
<S>                                                                 <C>             <C>
Cash Flows from Operating Activities:
  Net Loss ...............................................      $(730,655)      $(134,241)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization .........................         21,252          17,520
   Stock issued for services .............................        281,394            --
   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 ...........        (81,939)         26,042
    Decrease (Increase) in prepaids ......................          2,994            (452)
    Increase (Decrease) in deposits ......................         (2,812)           --
    (Increase) Decrease in inventory .....................        (57,005)        (51,974)
    Increase in accounts payable .........................         61,563         163,116
    Increase (Decrease) in accrued expenses ..............        128,934           7,200
                                                                ---------       ---------
Net Cash Used in Operating Activities ....................        (69,894)         27,211
                                                                ---------       ---------

Cash Flows from Investing Activities
  Capital expenditures ...................................         (1,912)           --
                                                                ---------       ---------
Cash Flows Used in Investing Activities ..................         (1,912)           --
                                                                ---------       ---------

Cash Flows from Financing Activities:
  Bank overdraft .........................................         (1,349)        (21,094)
 Proceeds from sale of stock .............................           --              --
 Proceeds (payments) from notes payable - net ............         79,234          (6,117)
                                                                ---------       ---------

Cash Flows Provided by Financing Activities ..............         77,885         (27,211)
                                                                ---------       ---------

Net Increase (Decrease) in cash and cash equivalents .....          6,079            --

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

Cash and cash equivalents - end of period ................      $   6,079       $    --
                                                                =========       =========

Supplemental information:
    Cash paid for interest ...............................      $   6,170       $    --
                                                                =========       =========
    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
 on convertible notes                                           $ 300,000       $    --
                                                                =========       =========

</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 June 30, 2002, and results of operations and cash
flows for the three months ended June 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  June  30,  2002  consisted  of  the  following:

    Finished  Goods                    $309,435
                                       --------
                                       $309,435
                                       ========

                                       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
purposes,  MRG-Maryland  was  considered the acquirer in such transaction.  As a

                                       6

<PAGE>


result, our historical financial statements for any period prior to November 15,
2001  are  those  of  MRG-Maryland.

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

     Revenue.  Total  revenue  for  the  three  months  ended  June  30, 2002 of
$1,721,912  reflected  an increase of $557,030, or approximately 47.8%, compared
to  total  revenue  of $1,164,882 for the three months ended June 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 June 30, 2002 of $1,657,440
reflected  an  increase  of $609,049, or approximately 58.1%, compared to resale
revenue  of  $1,048,393 for the three months ended June 30, 2001.  For the three
months  ended June 30, 2002, approximately 75.6% of our gross profit was derived
from sales involving resale revenue compared to 30.6% for the three months ended
June  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  quarter 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 June 30, 2002 of $64,472
reflected  a decrease of $52,017, or approximately 44.7%, compared to commission
revenue  of  $116,489  for  the  three months ended June 30, 2001. For the three
months  ended June 30, 2002, approximately 24.4% of our gross profit was derived
from  sale  involving commission revenue compared to approximately 69.4% for the
three months ended June 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 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

                                       7

<PAGE>

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
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.


                                       8
<PAGE>


     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 June 30, 2002,
cost  of goods sold increased by $460,561, or approximately 46.2%, to $1,457,701
from  $997,140  for  the  three  months  ended June 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 June 30, 2002
increased by $96,469, or approximately 57.5%, compared to the three months ended
June  30,  2001,  from  $167,742  for  the  three  months ended June 30, 2001 to
$264,211  for  the  three  months  ended  June  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 $571,875 for the
three  months  ended  June 30, 2002 as compared to $203,575 for the three months
ended  June  30,  2001,  representing  an increase of $368,300, or approximately
180%.  The increase in total operating expenses for the three month period ended
June  30,  2002  was  attributable  primarily  to increased professional fees of
$104,008 resulting primarily from the costs of the preparation of a registration
statement  under  the  Securities Act of 1933 relating to a proposed offering of
equity  securities;  increased  occupancy  expense of $31,808 resulting from our
move  to larger office and warehouse facilities in September 2001; and increased
general  and  administrative  expenses  of  $215,179  resulting  primarily  from
increased  premiums  on  health  and  workers'  compensation  insurance  and the
issuance  of  shares of our common stock for consulting services rendered to the
Company.

     Interest  Expense.  Interest  expense of $29,051 for the three months ended
June  30,  2002 reflected an increase of $28,107 as compared to interest expense
of  $986  for  the  three  months ended June 30, 2001.  The increase in interest
expense  was  attributable  primarily  to  interest  expense  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  $20,000  aggregate  principal amount of convertible promissory notes
issued  in  the  second  quarter  of  2002.

     Net  Loss.  For  the  reasons  discussed  above,  we incurred a net loss of
$336,715  for  the three months ended June 30, 2002 as compared to a net loss of
$36,819  for  the  three  months  ended  June  30,  2001.


                                       9
<PAGE>

SIX  MONTHS  ENDED  JUNE  30,  2002  COMPARED  TO SIX MONTHS ENDED JUNE 30, 2001

     Revenue. Total revenue for the six months ended June 30, 2002 of $3,139,170
reflected  an  increase  of  $883,881, or approximately 39.2%, compared to total
revenue of $2,255,289 for the six months ended June 30, 2001. Resale revenue for
the  six  months  ended  June  30,  2001  of $3,015,024 reflected an increase of
$941,648,  or  approximately 45.4%, compared to resale revenue of $2,073,376 for
the  six  months  ended  June 30, 2001.  For the six months ended June 30, 2002,
approximately  71.9% of our gross profit was derived from sales involving resale
revenue  compared to approximately 36.6% for the six months ended June 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  six  months ended June 30, 2002 of $124,146
reflected  a decrease of $57,767, or approximately 31.8%, compared to commission
revenues of $181,913 for the six months ended June 30, 2001.  For the six months
ended  June  30,  2002, approximately 28.1% of our gross profit was derived from
sales  involving  commission revenues as compared to approximately 63.4% for the
six  months  ended  June  30,  2001. These decreases were attributable primarily
to the implementation of our long-term strategy discussed above.


     Cost  of  Goods  Sold.  During  the six months ended June 30, 2002, cost of
goods  sold  increased  by  approximately  $728,064,  or approximately 37.0%, to
$2,696,622  from  $1,968,558  for  the  six  months  ended  June 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  six  months  ended  June  30, 2002
increased by approximately $155,817, or approximately 54.3%, compared to the six
months ended June 30, 2001, from $286,731 for the six months ended June 30, 2001
to  $442,548  for  the  six  months  ended  June  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 $932,982 for the
six  months ended June 30, 2002 as compared to $418,721 for the six months ended
June 30, 2001, representing an increase of $514,261, or approximately 120%.  The
increase  in  total  operating  expenses was attributable primarily to increased
professional  fees  of approximately $189,238 resulting primarily from the costs
of  the  preparation  of  the registration statement under the Securities Act of
1933  relating  to a proposed offering of equity securities; increased occupancy
expense  of  $60,757  resulting  from  our  move  to larger office and warehouse
facilities  in September 2001; and increased general and administrative expenses
of  $256,653  resulting  primarily  from  increased  premiums on health workers'
compensation  insurance  and  the  issuance  of  shares  of our common stock for
consulting  services  rendered  to  the  Company.

     Interest  Expense.  Interest  expense  of $240,263 for the six months ended
June  30, 2002 reflected an increase of $238,012 as compared to interest expense
of  $2,251  for  the  six  months ended June 30, 2001.  The increase in interest
expense  was  attributable  primarily  to  interest  expense  resulting from the
recognition of the beneficial conversion feature (the right to convert debt into


                                       10
<PAGE>


shares  of our common stock at a discount to the fair market value of our common
stock)  of  $225,000  aggregate principal amount of convertible promissory notes
issued  in  the  six  months  ended  June  30,  2002.

     Net  Loss.  Primarily  as  a result of the increased operating and interest
expenses  discussed above, we incurred a net loss of $730,655 for the six months
ended  June  30,  2002  as compared to a net loss of $134,241 for the six months
ended  June  30,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  June  30,  2002,  we  had  a cash balance of approximately $6,000.  Our
principal source of liquidity has been borrowings.  Since November 2001, we have
funded  our  operations primarily from borrowings of approximately $410,000.  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.

     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

                                       11
<PAGE>

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  June 30, 2002, we had liquid assets of $529,076, consisting of cash and
accounts  receivable  derived  from  operations,  and  other  current  assets of
$336,367,  consisting  primarily  of  inventory  of  products  for  sale  and/or
distribution.  Long  term  assets  of  $166,690 consisted primarily of warehouse
equipment  used  in  operations.

     Current  liabilities  of  $1,638,116  at  June  30,  2002  consisted  of
approximately  $1,108,770  of  accounts  payable  and  $339,755  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  $772,673  as  of June 30, 2002 for the
reasons  described  above.

     During  the  six  months  ended  June  30, 2002, we used cash of $69,894 in
operating  activities primarily as a result of the net loss incurred during this
period.

     During  the  six  months ended June 30, 2002, we used net cash of $1,912 in
investing  activities,  all  of  which  was  used  for  capital  expenditures.

     Financing  activities,  consisting  primarily  of  short-term  borrowings,
provided  net  cash  of  $77,885  during  the  six  months  ended June 30, 2002.
Subsequent  to June 30, 2002, we borrowed an additional $105,000 pursuant to the
issuance  of  8%  Convertible  Notes.


                                       12
<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  4,  2002.

     MILITARY  RESALE  GROUP,  INC.


                                    By:  /s/  Ethan  D.  Hokit
                                        ------------------------------
                                        Name:  Ethan  D.  Hokit
                                        Title: President (Principal Accounting
                                               Officer and Principal Financial
                                               Officer)


                                       13
<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

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  4,  2002

                                      14
<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

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  4,  2002


                                       15

<PAGE>