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

                                  Form 10-QSB/A
                                 Amendment No. 3
(Mark One)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 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 ]



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                           MILITARY RESALE GROUP, INC.

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 3

                                      INDEX


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                                                                                                                 Page No.

                   INTRODUCTORY NOTE......................................................... ..................   ii

<S>                <C>                                                                                             <C>
PART I.            Financial Information

Item 1.            Financial Statements

                   Notes to Financial Statements.......................................................... .....   1


Signatures       ................................................................................................  2

Certifications   ................................................................................................  3


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                                INTRODUCTORY NOTE

         We are filing this Form  10-QSB/A in order to add a new footnote to the
financial statements as required by paragraph 37 of Accounting  Principles Board
Opinion No. 20. This Form 10-QSB/A does not necessarily reflect events occurring
after the filing of  Amendment  No. 2 to Form 10-QSB for the quarter  ended June
30, 2002.


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ITEM 1.  FINANCIAL INFORMATION

  The notes to our  financial  statements  are hereby  amended  to  include  the
following additional note.


NOTE 4 - RESTATEMENT

We restated our statement of operations,  statement of cash flows, and statement
of stockholders' equity (deficit) for the three and six month periods ended June
30,  2002 to  eliminate  the  recognition  of certain  interest  expense for the
beneficial   conversion  feature  of  $150,000  aggregate  principal  amount  of
convertible  promissory notes issued in the first quarter of 2002 and which were
converted into shares of our common stock in the second quarter of 2002

We restated our statement of operations,  statement of cash flows, and statement
of stockholders' equity (deficit) for the three and six month periods ended June
30, 2002 to properly disclose the beneficial  conversion  feature resulting from
the issuance of $20,000 and $225,000  aggregate  principal amount of convertible
promissory  notes in the  three  and six  month  periods  ended  June 30,  2002,
respectively.  When  convertible  debt is issued  with a  beneficial  conversion
feature, a portion of the proceeds should be allocated to the intrinsic value of
the  conversion  feature,  and the  resulting  discount  should be  amortized as
additional interest expense. The discounts should be amortized from the date the
security issued to the date it first becomes convertible. The intrinsic value of
the  conversion  feature for the three and six month periods ended June 30, 2002
was $20,000 and $225,000,  respectively,  and have been  allocated to additional
paid in capital. The expense associated with this beneficial  conversion feature
is  disclosed  on  the   statement  of  cash  flows  as  an  adjustment  in  the
reconciliation  of net loss and cash used in operations as well as the statement
of operations as interest expense.

We restated our statement of operations,  statement of cash flows, and statement
of stockholders' equity (deficit) for the three and six month periods ended June
30, 2002 to properly  disclose 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.

As a result of these restatements,  net loss decreased by $119,935 for the three
month  period  ended June 30,  2002 and  increased  by $85,065 for the six month
period ended June 30, 2002. Net loss per common share decreased by $0.01 for the
three month  period ended June 30, 2002 and was  unchanged  for six month period
ended June 30, 2002.


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                                   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 June 9, 2003.

                                          MILITARY RESALE GROUP, INC.


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


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                  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 Amendment No. 3 to our quarterly report on Form 10-QSB/A
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


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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

June 9, 2003


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                  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 Amendment No. 3 to our quarterly report on Form 10-QSB/A
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

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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

June 9, 2003



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