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


                                  JUNE 29, 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))






ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

         (d) Effective on June 29, 2005, Mr. Nick  Kontonicolas was appointed as
a director of the Registrant to fill the vacancy created by the resignation of
Ethan Hokit, the Registrant's former director and president, who resigned
effective February 18, 2005.

         Since  April  1995,  Mr.  Kontonicolas  has  been the  president  of C.
TradeUSA,  a New York  corporation  and part of the C. Trade Group of Companies.
The C. Trade Group of Companies have extensive holdings in the United States as 
well  as  in  China,   Latin   America,   Greece  and   Bangladesh.  C.  Trade's
portfolio  of  companies   specialize  in   biotechnology,   water   remediation
and  automotive consultation  services.  Mr.  Knotonicolas  received  his Master
Degree from Long Island University in 1982.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

             99.1     Press Release dated July 6, 2005








                                    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:  JULY 5, 2005

                                            MILITARY RESALE GROUP, INC,


                                            By:   /s/ Edward T. Whelan
                                               ---------------------------------
                                                     Name:  Edward T. Whelan
                                                     Title: Chairman and CEO