UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 28, 2005
(Date of Report)
MILITARY RESALE GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 000-26463 52-2062187
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2180 EXECUTIVE CIRCLE
COLORADO SPRINGS, COLORADO 80906
(Address of principal executive offices)
(719) 391-4564
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
_
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
_
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
_
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
_
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective on February 18, 2005, Mr. Ethan Hokit resigned as a
director of the Registrant and as the president of the Registrant.
Effective on February 18, 2005, Mr. Edward T. Whelan, a current
director of the Registrant, was appointed as the Chairman of the Board of
Directors and as the Chief Executive Officer of the Registrant. Since August
2004, Mr. Whelan has been president of Grace Holdings, Inc., a company engaged
in providing financial consulting to small and medium-sized companies and to
high net worth individuals and a consultant to the Registrant. From November
2001 until August 2004, Mr. Whelan was the chairman of our Board and our chief
executive officer. Mr. Whelan was a co-founder of Military Resale Group, Inc., a
Maryland corporation, and served as its chairman and chief executive officer
from October 1997 until the consummation of a reverse acquisition into us in
November 2001. From April 1998 until October 2003, Mr. Whelan also served as the
President and a principal stockholder of Xcel Associates, Inc., a company
engaged in providing financial consulting to small and medium-sized companies
and to high net worth individuals. From 1989 to December 2001, Mr. Whelan also
served as President and a principal shareholder of Shannon Investments, Inc., a
consulting firm to small and medium-sized companies. From 1968 to 1971, Mr.
Whelan attended St. Peters College in Jersey City, New Jersey, where he majored
in Economics.
Effective February 18, 2005, Robert G. Hefner was appointed as the
Chief Operating Officer of the Registrant and as a director of the Board of
Directors to fill the vacancy created by the resignation of Mr. Hokit. Mr.
Hefner has been a general manager of the Registrant since 1997 when the
Registrant acquired Pittock Distributing Company. From 1977 to 1997, Mr. Hefner
was employed by Pittock Distributing Company, a regional speciality foods
supplier to military commissaries. Mr. Hefner commenced his employment at
Pittock Distributing Company as a route supervisor and then worked his way to
the general manager in 1986. Mr. Hefner graduated in 1972 from the University of
Colorado with a BS in Journalism.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: FEBRUARY 28, 2005
MILITARY RESALE GROUP, INC,
By: /S/ EDWARD T. WHELAN
---------------------------------
Name: Edward T. Whelan
Title: Chairman and CEO