AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2002.

REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SB-2

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Humitech International Group, Inc.
- --------------------------------------------------------------------------------
(Name Of Small Business Issuer In Its Charter)

Nevada 5999 752941243
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)

15851 Dallas Parkway, Suite 410
Addison, TX 75001
(972) 490-9393
- --------------------------------------------------------------------------------
(Address and Telephone Number of Principal Executive Offices)

15851 Dallas Parkway, Suite 410
Addison, TX 75001
- --------------------------------------------------------------------------------
(Address of Principal Place of Business or Intended Principal Place of Business)

Mr. C.J. Comu
15851 Dallas Parkway, Suite 410
Addison, TX 75001
(972) 490-9393
- --------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Agent for Service)

Copy to:
Weed & Co. LLP
4695 MacArthur Court, Suite 1430
Newport Beach, CA 92660
Telephone (949) 475-9086
Facsimile (949) 475-9087

Approximate Date of Commencement of Proposed Sale to the Public: as soon as
possible after this registration statement becomes effective.

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]

- --------------------------------------------------------------

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

- --------------------------------------------------------------

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

- --------------------------------------------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title Of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
- ------------------------- ------------ ------------ ------------ ---------------
Common Stock, 5,000,000 $1.00(1) $5,000,000 $655.00
.001 par value

Common Stock, 4,644,108 $.05(2) $232,206 $30.42
.001 par value

Total 9,644,108 $5,232,206 $685.42
- ------------------------- ------------ ------------ ------------ ---------------

This calculation is made solely for the purposes of determining the registration
fee pursuant to the provisions of Rule 457(c) under the Securities Act.

(1) 5,000,000 shares of common stock will be offered to the public at a price of
$1.00 per share. Since there is no established public market for the shares, the
offering price of the shares has been determined by Humitech(TM).

(2) Humitech(TM) is registering 4,644,108 shares for sale by its selling
shareholders. Since Humitech(TM) is not yet trading, we have used the book value
of the shares at March 31, 2002 as the proposed maximum offering price per share
in this calculation.

The registrant amends this registration statement on the date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall then become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on the
date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

Humitech(TM) International Group, Inc.
A Nevada Corporation

This prospectus relates to 9,644,108 shares of common stock of Humitech(TM)
International Group, Inc., ("Humitech") a Nevada corporation. Up to 5,000,000
shares of common stock of Humitech(TM) may be sold to the public at a price of
$1.00 per share. Further, Humitech(TM) is registering 4,644,108 shares which may
be resold from time to time by stockholders of the company. Humitech(TM) has
been advised by the selling stockholders that they or their successors may sell
all or a portion of the securities offered from time to time in the over the
counter market, in privately negotiated transactions, or otherwise, including
sales through or directly to a broker or brokers. Sales will be at prices and
terms then prevailing or at prices related to the then current market prices or
at negotiated prices. In connection with any sales, any broker or dealer
participating in these sales may be deemed to be an underwriter within the
meaning of the Securities Act of 1933. Humitech(TM) will not receive proceeds
from the sales by the selling stockholders. Humitech(TM) will bear all expenses
incurred in connection with the offering.

YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED BY THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Per Share Total
--------- -----
Public offering price $1.00(1) $5,000,000
Proceeds to Humitech $1.00 $5,000,000(2)

(1) The price of the shares has been determined by Humitech(TM) and not
as the result of arm's-length negotiations.
(2) Before deducting expenses of the offering.

This is a self-underwritten offering. This offering will terminate nine months
after the effective date of this registration statement, unless otherwise
extended by the company. There are no minimum/maximum purchase requirements and
there are no arrangements to place investors' funds in escrow, trust or similar
arrangement. If less than the maximum amount is raised, investors will not be
entitled to a refund of their investment. There is currently no market for
Humitech(TM) common stock.

The registrant may amend this registration statement. A registration statement
relating to these securities has been filed with the Securities and Exchange
Commission. The registrant and selling stockholders may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

The date of this prospectus is May 15, 2002.

TABLE OF CONTENTS
-----------------

Prospectus Summary.................................................................... 5
Risk Factors..................................................................... 7
Use of Proceeds.......................................................................11
Determination of Offering Price.......................................................12
Dilution..............................................................................13
Selling Security Holders..............................................................13
Plan of Distribution..................................................................19
Legal Proceedings.....................................................................20
Directors, Executive Officers, Promoters and Control Persons..........................20
Security Ownership of Certain Beneficial Owners and Management........................24
Description of Securities.............................................................26
Experts...............................................................................27
Disclosure of Commission Position on Indemnification for Securities Act Liabilities...27
Organization Within Last Five Years...................................................27
Description of Business...............................................................27
Management's Discussion and Analysis or Plan of Operation.............................34
Description of Property...............................................................38
Certain Relationships and Related Transactions........................................38
Market for Common Equity and Related Stockholder Matters..............................38
Executive Compensation................................................................39
Financial Statements..................................................................40
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure..41

Until _________, 2002, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PROSPECTUS SUMMARY

Humitech(TM) International Group, Inc.

Humitech(TM) International Group, Inc. ("Humitech") was incorporated in Nevada
on January 5, 2000 under the name Airsopure International Group, Inc. The
company resolved to change its name to Humitech(TM) International Group, Inc.
on August 1, 2001. Humitech(TM) provides humidity control systems to
restaurants, stores, florists, medical facilities and any other businesses that
use coolers to keep their products fresh. Humitech(TM) utilizes a natural
mineral product called HUMISORB(TM) Sorbite that has no moving parts and uses no
fuel or power, but can regulate humidity within a refrigerated environment.

When place in a refrigerated environment, HUMISORB(TM) Sorbite offers the
following benefits:

o It lowers the ambient temperature of enclosed refrigerated environments
by decreasing the humidity within the refrigerated environments.
o It increases the storage life of food by decreasing shrinkage in food
generally found as a result of humidity within the refrigerated
environment.
o It reduces the transfer of odors by trapping airborne bacteria that can
cause odors.
o It reduces defrost cycles by reducing latent heat, which causes
humidity.
o It reduces the spread of bacteria in refrigerated storage areas by
controlling humidity, which is friendly to bacteria.
o It increases the life of compressors and motors associated with
refrigeration by removing the latent heat in the form of humidity.
o It decreases energy use by reducing excess humidity, which reduces the
compressor running time.

Humitech(TM)'s products will be distributed through:

o its own franchise distribution network,
o commercial dealers,
o the Internet,
o direct sales organizations, and
o corporate national accounts.

As of December 31, 2001, Humitech(TM) had generated revenues in the
amount of $104,491 and had incurred a net loss of $197,767.

Humitech(TM)'s common stock is currently not trading on any market.

Humitech(TM)'s executive office is located at 15851 Dallas Parkway,
Suite 410, Addison, TX 75001, where its telephone number is (972) 490-9393.

THE OFFERING

Common Stock Offered by Selling Stockholders.... 4,644,108 shares

Common Stock Offered by Humitech(TM) 5,000,000 shares at $5,000,000
Price per Share..................... $1.00

Common Stock Currently Outstanding.............. 35,419,494 shares

Investment in the shares
Risk Factors.................................... involves a high degree of risk.

SELECTED FINANCIAL INFORMATION

The Selected Financial Information should be read in conjunction with
the Consolidated Financial Statements and the Notes thereto appearing in this
Prospectus.

SUMMARY OF CONSOLIDATED STATEMENTS OF OPERATIONS

Fiscal Year Three Months
Ended Ended March 31
December 31 (unaudited)
2001 2002
------------ --------------
Revenue ......................... $ 104,491 $ 458,190
Net income (loss) ............... $ (197,767) $ 37,565
Net income (loss) per share ..... $ (.03) $ .01
Number of shares outstanding .... 8,207,595 8,420,595

SUMMARY OF CONSOLIDATED BALANCE SHEETS

At December At March 31,
31, 2001 2002 (unaudited)
------------- ----------------
Current assets ............... $ 199,891 $ 344,469
Current liabilities .......... $ 127,964 $ 190,261
Working capital .............. $ 71,927 $ 154,208
Total assets ................. $ 199,891 $ 344,469
Total liabilities ............ $ 127,964 $ 190,261
Accumulated deficit .......... $ (197,767) $ (160,202)
Stockholders' equity ......... $ 282,805 $ 413,070

RISK FACTORS

AN INVESTMENT IN THE SHARES OFFERED IN THIS REGISTRATION STATEMENT INVOLVES A
HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING FACTORS CONCERNING THE BUSINESS OF HUMITECH(TM) AND THE OFFERING, AND
SHOULD CONSULT INDEPENDENT ADVISORS AS TO THE TECHNICAL, TAX, BUSINESS AND LEGAL
CONSIDERATIONS REGARDING AN INVESTMENT IN THE SHARES.

HUMITECH(TM) HAS A LIMITED OPERATING HISTORY, HAS NOT GENERATED SIGNIFICANT
REVENUES AND MAY NOT BE ABLE TO SUCCESSFULLY INTRODUCE ITS PRODUCT TO THE
HUMIDITY CONTROL INDUSTRY.

Humitech(TM) is in the early stages of developing its humidity control
product and has engaged only in very limited operations, none of which have
generated significant revenues. Further, the humidity control industry is still
somewhat new to most businesses and people and Humitech(TM) is subject to all
the risks inherent in an immature business enterprise, including the absence of
an extensive operating history upon which to base a future forecast. Risks to
Humitech(TM)'s operations include, but are not limited to:

o inability to manage growth and expanding operations;
o inability to predict interest in the humidity control industry;
o inability to increase brand awareness;
o inability to attract, retain and motivate qualified personnel; and
o inability to maintain current and developing strategic relationships.

Humitech(TM) recorded a net loss of $197,767 and a net income of
$37,565, respectively, for the year ended December 31, 2001 and for the
quarterly period ended March 31, 2002. Humitech(TM)'s loss is attributable to
start-up costs, research and development costs, and other administrative costs.
Humitech(TM) may continue to experience losses during the next several years,
especially if the company engages in substantial research and development.
Humitech(TM) has identified two products, the Series HT-100 and Series HT-200,
to incorporate the HUMISORB(TM) Sorbite. Future sales of these products may not
be profitable. Further, Humitech(TM) may be unable to identify and market
additional products, either on its own behalf or through joint ventures or other
collaborative arrangements.

HUMITECH(TM)'S BUSINESS MODEL HAS BEEN DEVELOPED AS A RESULT OF MANAGEMENT'S
EXPERIENCE, JUDGMENT AND ASSUMPTIONS; FAILURE BY HUMITECH(TM)'S MANAGEMENT TO
ACCURATELY PREDICT MARKET ACCEPTANCE AND PROFITABILITY FOR THE HUMITECH(TM)
PRODUCT COULD NEGATIVELY AFFECT HUMITECH(TM)'S OPERATIONS.

Humitech(TM)'s plans for financing and implementing its planned
business operations are based solely on the experience, judgment, and
assumptions of management. The primary assumption made by management with
respect to the potential for market acceptance and profitability for the
Humitech(TM) product is that the indoor humidity control industry will expand
significantly as demand for humidity control products increases and health
conscious end users determine its benefits. However, if management is incorrect
in its assumptions, the financial results Humitech(TM) experiences could be
significantly adversely affected; and shareholders could lose all or part of
their respective investments in Humitech(TM).

Only one member of management has been previously involved in the
development of a business similar to Humitech(TM). Accordingly, there is no
basis, other than the judgment of, and assumptions made specifically by
Humitech(TM)'s management ON which to estimate the volume of sales and the
amount of revenues that Humitech(TM)'s planned operations may generate, or
regarding other aspects of the planned operations of Humitech(TM).

HUMITECH(TM)'S PRIMARY SOURCE OF REVENUE AND BUSINESS WILL COME FROM
THE SALE OF THE SERIES HT-100 AND SERIES HT-200 PANELS, WHICH MAY NOT SUPPORT
HUMITECH(TM)'S GROWTH AND THEREFORE, ITS CONTINUED OPERATION.

Humitech(TM) will derive its business and revenues from the sale of its
Series HT-100 and Series HT-200 panels, whiCh utilize the HUMISORB(TM) Sorbite
mineral. To achieve market acceptance and penetration, Humitech(TM) must
continually enhance and improve its products and services, as well as increase
its marketing and sales efforts to effectively compete and increase customers'
awareness of its products and services. Failure of Humitech(TM) to achieve
market success with its paneLs could limit or suspend Humitech(TM)'s business,
financial condition, and results of operations. Humitech(TM)'s expanded
marketing and sales efforts and increased expenditures may not result in
successful commercialization and increased market penetration of Humitech(TM)'s
products.

ADDITIONAL FINANCING MAY BE REQUIRED TO IMPLEMENT HUMITECH(TM)'S OPERATING
PLANS, WHICH MAY NOT BE AVAILABLE ON FAVORABLE TERMS, IF AT ALL.

Assuming that all shares from this offering are sold, the company
believes that the net proceeds of this offering and internally generated funds
may be adequate to satisfy Humitech(TM)'s working capital needs for the next
twelve months. However, Humitech(TM) may not be able to sell all the shares
offered and additional financing may be required to implement Humitech(TM)'s
operating plans. If Humitech(TM) is able to raise additional funds by issuing
equity securities, holders of its common stock may experience dilution of their
ownership interest and holders of these securities may have rights senior to
those of the holders of Humitech(TM) common stock. If additional financing is
not available when required or is not availabLe on acceptable terms,
Humitech(TM) may be unable to fund its expansion, develop or enhance its
services or respond to competitive pressures.

HUMITECH(TM) IS DEPENDENT UPON KEY PERSONNEL, PARTICULARLY THOSE INDIVIDUALS WHO
HAVE DEVELOPED HUMITECH(TM)'S BUSINESS PLAN, AND LOSS OF THESE INDIVIDUALS COULD
SEVERELY CURTAIL THE COMPANY'S ABILITY TO IMPLEMENT ITS BUSINESS PLAN.

Humitech(TM) is substantially dependent upon its present management,
including its Chief Executive Officer, C.J. Comu, Chief Financial Officer,
Michael Davis, and Executive Vice President and Director of Franchising, Michael
Ryan for the execution of its business strategy. The loss of the services of
these individuals could have a material adverse effect on the development and
marketing of the company's product. Although Humitech(TM) has entered into
employment agreements with key employees, it only maintains a key-man life
insurance for Mr. Comu, its Chief Executive Officer. Humitech(TM) may hire
independent consultants as needed to market the company's products; however,
Humitech(TM) may not be able to attract and retain qualified individuals to
implement its business plan.

HUMITECH(TM)'S BUSINESS PLAN IS DEPENDENT ON STRATEGIC ALLIANCES WITH VARIOUS
SUPPLIERS AND DISTRIBUTORS; FAILURE TO ESTABLISH OR MAINTAIN THESE ALLIANCES MAY
INCREASE HUMITECH(TM)'S CAPITAL REQUIREMENTS.

Humitech(TM)'s strategy for the manufacture, marketing and
commercialization of the HUMISORB(TM) Sorbite product includes entering into
various collaborations with suppliers and distributors. Humitech(TM) has entered
into a distributorship agreement which grants it the right to purchase humidity
control panels at prices and terms as published periodically by the distributor.
The company may not be able to negotiate strategic alliances with other parties
on acceptable terms, if it does, these collaborative arrangements may not be
successful. To the extent Humitech(TM) cannot establish these arrangementS, or
maintain its existing relationships on favorable terms, if at all, it could
experience increased capital requirements as a result of it undertaking these
activities at its own risk and expense. In addition, Humitech(TM) may encounter
significant delays in introducing products or product applications currently
under development into the marketplace or find that the development, manufacture
or sale of its proposed products are adversely affected by the absence of these
collaborative agreements.

Further, Humitech(TM)'s success may depend upon:

o the skills, experience and efforts of Humitech(TM)'s collaborative
partners,
o employees who are responsible for the collaborative project,
o the partners' commitment to the collaborative arrangement, and
o the financial condition of these partners,

all of which are beyond the control of Humitech(TM). If one or more of
Humitech(TM)'s collaborative partners defaulted on their obligations under their
collaborative arrangements, it could be forced to engage in litigation to
enforce those obligations, which could be time consuming and costly, or seek to
enter into agreements with other parties upon similar terms, which may not be
available.

HUMITECH(TM) MAY BE UNABLE TO OBTAIN TO ACHIEVE OR MAINTAIN EFFECTIVE
REGISTRATION FOR ITS INTENDED FRANCHISE DISTRIBUTORSHIP PROGRAM IN SELECTED
STATES, WHICH WOULD CURTAIL ITS GOAL OF PROMOTING NAME RECOGNITION AND
INCREASING REVENUE.

Humitech(TM) is presently offering franchise distributorships for its
product and intends to apply for registration in a total of 48 states.
Humitech(TM) will allow franchise distributors to operate under its trade name,
which management believes will promote name recognition and Humitech(TM)'s
business. However, Humitech(TM) may be unable to obtain or maintain effective
registration for its intended franchise distributorship program in those states
or in any other states. Further, in the event that one of Humitech(TM)'s
distributors engages in an activity that results in negative publicity
concerning itS operations, this negative publicity could also affect
Humitech(TM) and its ability to sell additional independently owned franchise
distributorships.

HUMITECH(TM) MAY BE SUBJECT TO POTENTIAL LIABILITY AS A RESULT OF THE USE OF
PRODUCTS INCORPORATING THE HUMISORB(TM) SORBITE MINERAL.

The testing, marketing and sale of the humidity control products and
other products which may utilize the HUMISORB(TM) Sorbite mineral may involve
risks. The use of any of Humitech(TM)'s potential products in clinical or other

tests OR the use of the mineral in products, may expose Humitech(TM) to
potential liability. Liability may result from claims made directly from
consumers or by regulatory agencies, companies or others selling Humitech(TM)'s
products. Humitech(TM) currently has no clinical trial or product liability
insurance coverage. The cost of defending itself against potential claims may be
substantial.

THE SUCCESS OF HUMITECH(TM)'S PRODUCTS IS DEPENDANT ON ITS ABILITY TO PROTECT
ITS PROPRIETARY RIGHTS, INABILITY TO PROTECT THESE RIGHTS COULD LEAD TO DELAY OR
SUSPENSION IN PRODUCTION OF ITS PANELS AND COSTLY LITIGATION.

Humitech(TM) currently has the exclusive distribution rights for the
HUMISORB(TM) Sorbite mineral, used in Humitech(TM)'s panels. Humitech(TM)'s
strategy is to protect its distribution rights and other proprietary rights
through:

o patents,
o copyrights,
o trademarks,
o nondisclosure agreements,
o license agreements, and
o other forms of protection.

Humitech(TM)'s inability to protect these rights could lead to delay or
suspension in production of its panels and costly litigation. Humitech(TM)
currently has trademark registration pending on the HUMISORB(TM) name and plans
to file trademark registrations on the Humitech, FoodSoFresh, and Humitech
Franchise Corporation names, which may not result in the issuances of valid
trademarks. Further, any pending or future patent application of Humitech(TM) or
its licensors may not result in issuance of a patent, and the scope of
protection of any patent of Humitech(TM) or its licensors may be held invalid if
subsequently challenged. In addition, the laws of foreign countries may not
protect Humitech(TM)'s intellectual property rights to the same extent as the
laws of the United States.

HUMITECH(TM) FACES SUBSTANTIAL COMPETITION FROM COMPETITORS WITH SIGNIFICANTLY
GREATER HUMAN AND FINANCIAL RESOURCES, EXPERIENCE, AND TECHNICAL STAFF, WHICH
COULD REDUCE OR ELIMINATE HUMITECH(TM)'S ABILITY TO COMPETE IN A DESIGNATED
MARKET.

There are many companies, substantially all with significantly greater
resources, including financial resources, experience and technical staff than
Humitech(TM). Companies like as Katch All and Gonzo Fridge produce products that
are similar to Humitech(TM)'s, have greater resources and a longer operating
history. Further other companies have or may successfully develop products which
meet some of the needs intended to be met by Humitech(TM)'s proposed products.
An inferior competitive position could have a material adverse affect on the
productivity, marketability and profitability of Humitech(TM).

HUMITECH(TM)'S GROWTH MAY REQUIRE SUBSTANTIAL EXPENDITURES, WHICH HUMITECH(TM)
MAY NOT BE ABLE TO FUND.

For the fiscal year ended December 31, 2001, Humitech(TM) recorded
revenues in the amount of $104,491 and costs and expenses in the amount of
$302,258. For the quarterly period ended March 31, 2002, Humitech(TM) recorded
revenues in the amount of $458,190 and costs and expenses in the amount of
$420,625. Failure to increase revenues and decrease costs could lead to
substantial operating losses for Humitech(TM) and a failure to achieve growth.
Humitech(TM)'s success and ongoing financial viability is contingent upon the
success of its new business model and the generation of related cash flows.
Humitech(TM)'s failure to meet these contingencies may cause it to delay or
suspend its operations.

THERE IS NO PUBLIC MARKET FOR HUMITECH(TM)'S COMMON STOCK, AND IF A PUBLIC
MARKET DOES NOT DEVELOP, YOU MAY NOT BE ABLE TO FIND LIQUIDITY FOR YOUR COMMON
STOCK.

There is no established public market for Humitech(TM) common stock and
Humitech(TM) cannot predict when, if ever, a public market for Humitech(TM)
common stock will develop. Accordingly, shareholders of Humitech(TM) may be
unable to finD liquidity for their common stock.

THE CONCURRENT OFFERING OF SHARES BY HUMITECH(TM)'S SELLING SECURITY HOLDERS
WITH THE OFFERING OF SHARES TO BE SOLD BY THE COMPANY MAY MAKE IT MORE DIFFICULT
FOR HUMITECH(TM) TO SELL ITS SHARES.

Humitech(TM) is selling its shares as well as shares owned by its
selling security holders. To the extent that selling security holder and
Humitech(TM)'s shares are being offered for sale concurrently, each sale of
shares held by its selling security holders may reduce the pool of investors
willing to buy its shares and demand for Humitech(TM)'s shares. As a result,
Humitech(TM)'s ability to raise capital may be hampered.

FORWARD-LOOKING STATEMENTS

Except for historical information contained in this prospectus, the
matters discussed in this prospectus are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in these forward looking statements. These risks
and uncertainties include, without limitation, Humitech(TM)'s dependence on the
timely development, introduction and customer acceptance of products, the impact
of competition and downward pricing pressures, the ability of Humitech(TM) to
generate revenues and raise any needed capital, the effect of changing economic
conditions, and risks in product development.

USE OF PROCEEDS

The following sets forth the estimated application of proceeds from the
sale of shares offered, assuming that all shares offered are sold. Humitech(TM)
may change its use of proceeds when and if market conditions or unexpected
changes in operating conditions or results occur. Humitech(TM) may, when and if
the opportunity arises, acquire other businesses involved in these activities or
having product lines that are compatible with Humitech(TM)'s business.
Humitech(TM) may also acquire real estate for its manufacturing needs or offices
if it deems it appropriate.

Proceeds from Offering $5,000,000

Use of Proceeds

Investment Banking/Broker Dealer Fees $ 500,000 10%
Legal, Accounting Filing & Registration $ 200,000 4%
Inventory of Humitech(TM) HT 100 panels $ 750,000 15%
Inventory of Humitech(TM) HT 200 panels $ 750,000 15%
National Infomercial Production & Media $ 500,000 10%
National Advertising & Print Media Campaign $ 500,000 10%
E-Commerce Software & Infrastructure $ 100,000 2%
International Market Expansion $ 250,000 5%
Research, Development & Product Testing $ 200,000 4%
Printing, Artwork & Design $ 250,000 5%
Franchise Development Registration Filing $ 250,000 5%
Manufacturing Facilities & Materials $ 250,000 5%
Salary & Wages $ 240,000 5%
Office Lease $ 42,000 1%
General and Administrative Expenses $ 218,000 4%

TOTAL $ 5,000,000 100%

The timing and actual use of the proceeds may vary depending upon
Humitech(TM)'s rate of growth and other factors. The allocations listed above
are, for the most part, estimates and approximations only. If all of the shares
are subscribed, Humitech(TM) believes that the net proceeds from this offering
and internally generated funds may be adequate to satisfy Humitech(TM)'s working
capital needs for the next twelve months. However, Humitech(TM) may not be able
to sell all of the shares in this offering, if any, and may be forced to reduce
its allocation for use of proceeds. If an adjustment is required, Humitech(TM)
will adjust the amounts pro rata accordingly to the percentage allocated.

Further, Humitech(TM) may require additional financing in the future to
expand its business. Humitech(TM) is not able at this time to predict the amount
or potential source of additional funds, if they are necessary, and has no
current commitments to obtain these funds. Additional financing on acceptable
terms may not be available to Humitech(TM) when needed, if at all.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined by Humitech(TM)
and not as the result of arm's-length negotiations. There is no established
public market for the shares.

DILUTION

Humitech(TM)'s existing officers, directors, promoters, and affiliated
persons obtained their 3,874,739 shares for consideration of $38,747.39 or $.01
per share. As a comparison, investors in this offering will pay $1.00 per share.
Therefore, investors will suffer an immediate dilution of $.99 per share. The
net tangible book value per share before this distribution is $.11. After this
distribution, net tangible book value will be $.51 per share. As such, there
will be a $.40 per share increase in net tangible book value per share
attributable to the cash payments made by purchasers of the shares being
offered. The purchasers will absorb an immediate dilution of $.49 per share in
net tangible book value from the public offering price. The following table
illustrates this per share dilution.

Offering price to new investors.............................. $1.00
Average price paid by existing officers, directors,
promoters, and affiliated persons......................... $ .01
Net tangible book value before the offering.................. $ .11
Increase in tangible book attributable to this offering...... $ .40
Pro forma net tangible book value after the offering......... $ .51
Dilution of net tangible book value to new investors......... $ .49

SELLING SECURITY HOLDERS

The following table provides information with respect to the selling
shareholders' beneficial ownership of Humitech(TM)'s common stock as of May 10,
2002, and as adjusted to give effect to the sale of all of the shares offered.
Except as set forth below, none of the selling shareholders currently is an
affiliate of ours, and none of them has had a material relationship with us
during the past three years. None of the selling shareholders are or were
affiliated with registered broker-dealers. The selling shareholders possess sole
voting and investment power with respect to the securities shown.

C. J. COMU 2,277,231 1,648,008 629,223 2%
CHIEF EXECUTIVE OFFICER
HUMITECH INTERNATIONAL GROUP, INC.
15851 DALLAS PARKWAY, SUITE 410
ADDISON, TX 75001
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
COMU FAMILY TRUST 1,000,000 1,000,000 0 0
C.J. COMU TTE
HUMITECH INTERNATIONAL GROUP, INC.
15851 DALLAS PARKWAY, SUITE 410
ADDISON, TX 75001
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------

- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
PERCENT OF
NUMBER OF CLASS OF
SHARES SHARES
NUMBER OF SHARES BENEFICIALLY BENEFICIALLY
BENEFICIALLY OWNED NUMBER OWNED AFTER THE OWNED AFTER
PRIOR TO THE OF SHARES OFFERED OFFERING IS THE OFFERING
NAME AND ADDRESS OF SELLING STOCKHOLDER OFFERING HEREBY COMPLETE IS COMPLETE
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DAVID WELCH 500,000 500,000 0 0
VICE PRESIDENT OF OPERATIONS
HUMITECH INTERNATIONAL GROUP, INC.
15851 DALLAS PARKWAY, SUITE 410
ADDISON, TX 75001
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
TIM ALPERS 20,000 20,000 0 0
2129 eAST HEIGHTS LANE
ROCHESTER, MN 55906
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
CHASTITY BALLARD 6,000 6,000 0 0
4336 MISSISSIPPI ST
SAN DIEGO, CA 92104
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
FRASER BOLWELL 20,000 20,000 0 0
6323 CHRISTOPHER CREEK ROAD E
JACKSONVILLE, FL 32217
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
CLEMENT CHING 5,000 5,000 0 0
73-4515 OLD MAUKA GOV RD
KAILUA-KONA, HI 96740
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DEBRA CHING 5,000 5,000 0 0
P.O. BOX 1388
KAILUA-KONA, HI 96740
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DOUG CHING 140,000 140,000 0 0
78-6534 MAMALAHOA HWY
HONUALOA, HI 96725
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
BOBBY COLLINS 4,000 4,000 0 0
1319 BLACK OAK DRIVE
CARROLLTON, TX 75007
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
RALPH COLTON 30,000 30,000 0 0
101 TANGLEWOOD
LANSDALE, PA 19446
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JEFF CONGER 10,000 10,000 0 0
1811 GRAND AVE
SAN DIEGO, CA 92109
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
KEVIN COX 5,000 5,000 0 0
413 TAHOE PL.
ALBEQUERQUE, NM 87107
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DENNIS ERICKSON 25,000 25,000 0 0
100 W. VIA OLIVERA APT 1
PALM SPRINGS, CA 92262
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------

- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
PERCENT OF
NUMBER OF CLASS OF
SHARES SHARES
NUMBER OF SHARES BENEFICIALLY BENEFICIALLY
BENEFICIALLY OWNED NUMBER OWNED AFTER THE OWNED AFTER
PRIOR TO THE OF SHARES OFFERED OFFERING IS THE OFFERING
NAME AND ADDRESS OF SELLING STOCKHOLDER OFFERING HEREBY COMPLETE IS COMPLETE
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JOSEPH FABIAN 5,000 5,000 0 0
740 MARY LANE
LEWISTON, NY 14092
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
EARL FEUCHT 10,000 10,000 0 0
317 WHEATLY AVENUE
PRINCEVILLE, IL 61559
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
VALERIE FIDRICH 20,000 20,000 0 0
34668 WAGON WHEEL TRAIL
ELIZABETH, CO 80107
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
TOM FISCHER 20,000 20,000 0 0
1090 JONES RD
WAPATO, WA 98951
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
CONNIE SISCO HAMBORSKY 5,000 5,000 0 0
3520 BELLAIRE
HOUSTON, TX 77025
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JAMES HERRING 15,000 15,000 0 0
11216 PEYTON DR
GULFPORT, MS 39503
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
BRAD HICKEY 2,000 2,000 0 0
3313 RALEIGH
FORT WORTH, TX 76123
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
RON / VICTORIA HUFFMAN 2,000 2,000 0 0
210 SANTA FE TRAIL 3034
IRVING, TX 75063
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DAVID HUTCHINS 10,000 10,000 0 0
2008 AUSTIN
AMARILLO, TX 79109
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JAMES JONES 100,000 100,000 0 0
368 HUNTERS LANE
BLATRS, VA 24527
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
ROBERT KEITH 20,000 20,000 0 0
THE ROBERT D KEITH & BARBARA KEITH TRV TR
2712 CHADWICK DR
PLANO, TX 75075
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DAVID LESLIE AND LEORA J/T 20,000 20,000 0 0
6 BRITTANY LN
ODESSA, TX 79761
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
CLAY LOWRY 20,000 20,000 0 0
H CLAY LOWRY & GAIL M LOWRY REV LIV TR
36 W. ILLIANA STREET
ORLANDO, FL 32806
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------

- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
PERCENT OF
NUMBER OF CLASS OF
SHARES SHARES
NUMBER OF SHARES BENEFICIALLY BENEFICIALLY
BENEFICIALLY OWNED NUMBER OWNED AFTER THE OWNED AFTER
PRIOR TO THE OF SHARES OFFERED OFFERING IS THE OFFERING
NAME AND ADDRESS OF SELLING STOCKHOLDER OFFERING HEREBY COMPLETE IS COMPLETE
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
LEONARD MARTZ 6,000 6,000 0 0
6823 W 112TH ST
WORTA, IL 60482
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
SCOTT McCLESKEY 20,000 20,000 0 0
500 SHILOT ROAD
SULPHER SPRINGS, TX 75482
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DENNIS MCQUIRE 5,000 5,000 0 0
10360 MELODY DR
NORTHGLENN, CO 80260
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
KEITH McQUIRE 4,000 4,000 0 0
6304 MERRIT WAY CT
ARLINGTON, TX 76018
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
LARRY MORROW 20,000 20,000 0 0
2817 74th PLACE
LUBBOCK, TX 79423
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
FRANCES P. MORROW 20,000 20,000 0 0
2817 74TH PLACE
LUBBOCK, TX 79423
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JOSEPH MYERS 10,000 10,000 0 0
5206 W. 96TH STREET
OVERLAND PARK, KS 66207
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
DORR E. NEWTON 5,000 5,000 0 0
115 E. TRAVIS STE 1545
SAN ANTONIO, TX 78205
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
PERRY NICHOLS 5,000 5,000 0 0
1403 NANCY LANE
LIBERTY, MO 64068
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
TOM NOLTA 45,000 45,000 0 0
6971 WILDWOOD
MUNSING, MI 49862
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
LEO PAPPAS 20,000 20,000 0 0
127 PIN OAK CROSSING
ELGIN, TX 78621
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
ALAN PERLMAN 200,000 200,000 0 0
256 S. ROBERTSON ROAD
BEVERLY HILLS, CA 90211
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
FRANK CRAIG PIERSON 5,000 5,000 0 0
12308 E. BROADWAY
SPOKANE, WA 99216
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JANET POOL 2,000 2,000 0 0
3850 DUNHAVEN RD
DALLAS, TX 75220
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------

- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
PERCENT OF
NUMBER OF CLASS OF
SHARES SHARES
NUMBER OF SHARES BENEFICIALLY BENEFICIALLY
BENEFICIALLY OWNED NUMBER OWNED AFTER THE OWNED AFTER
PRIOR TO THE OF SHARES OFFERED OFFERING IS THE OFFERING
NAME AND ADDRESS OF SELLING STOCKHOLDER OFFERING HEREBY COMPLETE IS COMPLETE
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
PAM ROGERS 10,000 10,000 0 0
6 BRITTANY LANE
ODESSA, TX 79761
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
MARK SALTZMAN 20,000 20,000 0 0
1813 CLARENCE STREET
DALLAS, TX 75215
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
PAUL SAUERBIER 10,000 10,000 0 0
3811 OAK LAWN AVE
DALLAS, TX 75219
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
RYAN SILVA 20,000 20,000 0 0
1811 GRAND AVE
SAN DIEGO, CA 92109
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JANET STEPHENS 10,600 10,600 0 0
601 FM 1856
SWEETWATER, TX 79556
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
TOBY & KARIN STEPHENS 10,500 10,500 0 0
5319 72CND ST
LUBBOCK, TX 79424
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
GLENN STINCHCOMB 10,000 10,000 0 0
12900 PRESTON RD STE 550
DALLAS, TX 75230
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
JOHN SULLIVAN 4,000 4,000 0 0
6315 MERRITT WAY CT
ARLINGTON, TX 76018
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
ARVID WALLER 5,000 5,000 0 0
6237 BEDFORD AVE
FLINT, MI 48507
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
STEVEN WEISMAN 5,000 5,000 0 0
15245 SHADY GROVE RD
ROCKVILLE, MD 20850
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
RICHARD WELLS 10,000 10,000 0 0
211 SE MORGAN
SHELTON, WA 98584
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
ROBERT WATSON 10,000 10,000 0 0
16387 BLANCO ST
SAN LEANDRO, CA 94578
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------
RON ZITANI 60,000 60,000 0 0
RONALD J. ZITANI & MARION A. ZITANI J/T
25 LAKEVIEW AVENUE
NEW CANAAN, CT 06840
- ---------------------------------------------- -------------------- ------------------- ----------------- ----------------

* MRD Corporation is controlled by Michael Davis, Humitech(TM)'s Chief Financial
Officer.

PLAN OF DISTRIBUTION

4,644,108 SHARES SOLD BY SELLING STOCKHOLDERS

Humitech(TM) is registering 4,644,108 shares of common stock on behalf
of the selling stockholders. As used in this prospectus, the term "selling
stockholders" includes pledgees, transferees or other successors-in-interest
selling shares received from the selling stockholder, as a pledgor, a borrower
or in connection with other non-sale-related transfers after the date of this
prospectus. This prospectus may also be used by transferees of the selling
stockholders, including broker-dealers or other transferees who borrow or
purchase the shares to settle or close out short sales of shares of common
stock. The selling stockholders will act independently of Humitech(TM) in making
decisions with respect to the timing, manner, and size of each sale or non-sale
related transfer. Humitech(TM) will not receive any of the proceeds from the
sales by the selling stockholders.

The selling stockholders may sell their shares of common stock directly
to purchasers from time to time. Alternatively, they may from time to time offer
the common stock to or through underwriters, broker/dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the selling stockholders or the purchasers of the securities
for whom they may act as agents. The selling stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act and
any profit on the sale of the securities and any discounts, commissions,
concessions or other compensation received by any underwriter, broker/dealer or
agent may be deemed to be underwriting discounts and commissions under the
Securities Act.

The common stock may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
sale of the common stock may be effected by means of one or more of the
following transactions, which may involve block transactions,

o in the over-the-counter market, or
o in transactions otherwise than on exchanges or services, including
transactions pursuant to Rule 144 or another exemption from
registration.

In connection with sales of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker/dealers, who in
turn may engage in short sales of the common stock in the course of hedging the
positions they assume. The selling stockholders may also sell common stock short
and deliver common stock to close out short positions, or loan or pledge common
stock to broker/dealers who in turn may sell the securities.

At the time a particular offering of the common stock is made, a
prospectus supplement, if required, will be distributed which will set forth the
aggregate amount common stock being offered and the terms of the offering,
including the name or names of any underwriters, broker/dealers or agents, any
discounts, commissions and other terms constituting compensation from the

selling stockholders and any discounts, and commissions or concessions allowed
or re-allowed or paid to broker/dealers.

To comply with the securities laws of certain jurisdictions, if
applicable, the common stock will be offered or sold in jurisdictions only
through registered or licensed brokers or dealers.

The selling stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of sales of the common stock by the selling stockholders. The
foregoing may affect the marketability of the securities.

5,000,000 SHARES TO BE SOLD BY HUMITECH

Humitech(TM) is offering 5,000,000 shares at the purchase price of
$1.00 per share on a delayed or continuous offering basis pursuant to Rule 415
of the Securities Act of 1933 Rules. This is a self underwritten offering.

Humitech(TM) reserves the right to use selling agents with the
appropriate modification to the registration statement, as necessary. If
Humitech(TM) makes arrangements to use selling agents after effectiveness of
this registration statement, then Humitech(TM) will need to file a
post-effective amendment to the registration statement identifying the
broker-dealer, providing the required information on the plan of distribution
and use of proceeds, revising the disclosures in the registration statement, and
filing the agreement as an exhibit to the registration statement. Further, prior
to any involvement of any broker-dealer in the offering, a broker-dealer must
seek and obtain clearance of the underwriting compensation and arrangements from
the NASD Corporate Finance Department.

LEGAL PROCEEDINGS

None.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS.

The following table sets forth information concerning the directors,
executive officers and significant employees of Humitech(TM):

NAME AGE POSITION
- ---- --- --------
C.J. Comu 41 Chairman, Chief Executive Officer and
Director

Michael R. Davis, MBA, CPA 38 Chief Financial Officer and Director

Michael G. Ryan 44 Executive Vice President, Director of
Franchising

Candice Dozier 48 Vice President of Investor/Media
Relations

Alison Murray 43 Vice President Marketing

Fredrick Ellis 36 Vice-President of Information Tech &
E-Commerce

Don Michael 41 National Sales Manager

Keith Lawrence 59 National Training Manager

Pierre Koshakji 42 Director

Paul Stewart 49 Director

Jonathan Kelly 45 Director

EXECUTIVE OFFICER AND DIRECTORS

C.J. COMU, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR, OCTOBER 2001 TO
PRESENT
Mr. Comu began his career in the stock and commodities industry as a specialist
in precious metals and currencies. In 1980, he founded MBA Corporate Group, a
financial application software company that developed a mathematical
computerized trading software program called the "Wall Street Analyst." In 1984,
Mr. Comu was President of Credit America Holdings Group, a privately held and
managed investment banking and consulting firm which financed and turned around
several start up and operating companies during his term. In 1990, Mr. Comu
became President of Transworld Leasing Corporation specializing in equipment
financing for the health care and transportation industry, working with lenders
which included GE Capital and Bank One, and vendors which included Computer
Associates and Boeing International- nationwide. In 1994, Mr. Comu founded and
became Chairman and Chief Executive Officer of Airtech International Group,
Inc., which became a publicly traded company in 1998 (Nasdaq/OTCBB: AIRG).
Airtech is a manufacturer and marketer of indoor air quality technology that
incorporates leading edge purification to destroy particles and volatile organic
compounds through a multi step sterilization process. In 2001, the Board of

Directors of Airtech agreed to spin off Humitech, which was a wholly owned
subsidiary of Airtech, and Mr. Comu accepted the responsibilities as its
Chairman and CEO.

MICHAEL R. DAVIS, CHIEF FINANCIAL OFFICER AND DIRECTOR; JANUARY 2002 TO PRESENT
From 1997 to 2001, Mr. Davis was a senior associate at McKinsey & Company, a
Dallas, Texas, strategic planning and consulting firm providing financial,
business, crisis management and legal consulting solutions. From 1994 to 1997,
Mr. Davis was employed as the Chief Financial Officer for Innovax Concepts
Corporation, a software development firm located in Irving, Texas. From 1990 to
1994, Mr. Davis served as the Director of Financial Planning and Mergers and
Acquisitions for Affiliated Computer Systems (NYSE:ACS), a electronic data
processing firm. Mr. Davis has an MBA from Southern Methodist University, a
Bachelors of Science degree in Finance & Economics from University of Texas-
Austin and a CPA designation from Illinois. Mr. Davis also attended graduate
studies at the London School of Economics.

SIGNIFICANT EMPLOYEES

MICHAEL G. RYAN, EXECUTIVE VICE PRESIDENT, DIRECTOR OF FRANCHISING, OCTOBER 2001
TO PRESENT
Mr. Ryan has been involved in the marketing, franchising and distribution of
products associated with the humidity control business since 1995. Prior to
this, Mr. Ryan was Sales Director with Franchises That Sell, a New Jersey
company specializing in franchise consulting and marketing since 1987. Mr. Ryan
has bought and sold a number of business opportunities from Dental Surgical
Products to Golf Putting Greens and is experienced in understanding the process
of sales, distribution and operations of start up business venture. During his
involvement in the Humidity Control business he successfully obtained new
clients including Hyatt Hotels, Marriott, Pappa Johns Pizza and Outback Steak
Houses.

CANDICE DOZIER, VICE PRESIDENT OF MEDIA & INVESTOR RELATIONS, OCTOBER 2001 TO
PRESENT
Ms. Dozier is a Registered Representative that has spent the last 17 years in
the financial services arena, working with both the institutional and retail
investment community. Some of her clients include: Coca Cola Bottling, Coca Cola
Foods, Blue Cross Blue Shield and E-Systems. Ms. Dozier has conducted many
educational seminars on retirement planning, portfolio management, and IRA
protection. From June 2001 to October 2001, Ms. Dozier served as an account
executive for MRI of Lewisville. From February 1984 to February 2001, Ms. Dozier
worked in three different divisions of Northstar Securities in positions ranging
from broker to Director of Startegic Alliance and Insurance Specialist. In 1981,
Ms. Dozier joined the Corporate Management team of the Zoecon Marketing division
of Sandoz, Inc., an international pharmaceutical corp., and spent three years
working with the U.S. markets developing and implementing national marketing
campaigns. She spent 5 years as an executive recruiter in the Financial and IT
fields before joining Sandoz.

ALLISON MURRAY, VICE PRESIDENT, MARKETING, APRIL 2002 TO PRESENT
Ms. Murray began her career in 1981 with Zale Corporation, the world's largest
retail jewelry store chain located in Irving, Texas. During her 17-year tenure
with Zale Corporation, she held various marketing and communications roles from
Coordinator to Director. In 1998, she made a career change to the financial
industry where she became the Marketing Director for Carreker Corporation
located in Dallas, Texas. There she focused on all aspects of marketing and
communications including the re-branding of the company, advertising, special

events, tradeshows, public relations, charitable giving programs, and corporate
communications. She currently sits on the BAI Tradeshow Advisory Council. She
holds a Bachelor of Arts degree from Eastern Illinois University in Charleston,
Illinois.

FREDRICK ELLIS, VICE-PRESIDENT OF INFORMATION TECHNOLOGY & E-COMMERCE, OCTOBER
2001 TO PRESENT
From July 1999 to July 2001, Mr. Ellis was the former Network Administrator,
Systems Administrator and Web Designer for publicly traded Netcommerce Inc.,
(OTCBB:NEET) a full service internet hosting, web based development company
specializing in B2B infrastructure and data management. Prior to his career in
the technology industry, from March 1991 to July 1997, Mr. Ellis worked with the
Department of National Defense as an Officer in the intelligence and
communications division. Mr. Ellis served three six month tours of duty in the
United Nations Protection Force.

DON MICHAEL, NATIONAL SALES MANAGER, OCTOBER 2001 TO PRESENT
Mr. Michael has over 30 years experience in senior management marketing and
sales. From September 2000 to June 2001, Mr. Michael was a sales representative
for Verizon in Irving, Texas. From February 1998 to September 2000, Mr. Michael
was a loan consultant for Customer First Mortgage. From December 1996 to
February 1998, Mr. Michael served as a loan consultant for Savings of America.
Prior to that, Mr. Michael was a licensed real estate broker with Coldwell
Bankers, a mortgage broker with Washington Mutual and the national sales manager
and trainer for Zig Ziglar Corporation. Mr. Michael earned a Bachelor in
Business Administration in Marketing from the University of North Texas.

KEITH LAWRENCE, NATIONAL TRAINER, JANUARY 2002 TO PRESENT
Mr. Lawrence has over 30 years experience in senior management marketing and
sales. From 1998 to 2002, Mr. Lawrence was a sales representative for
Humitech(TM) of Florida. Prior to that Mr. Lawrence was a Produce Broker for
Sutton Trading, servicing restaurants, country clubs, etc.

DIRECTORS

PIERRE KOSHAKJI, DIRECTOR, JANUARY 2002 TO PRESENT
Mr. Koshakji has served as a Director since January 2002. Currently, Mr.
Koshakji is Chief Operating Officer of Monee Group. Prior to forming Monee, Mr.
Koshakji was President of Edge Technologies Inc., (OTCBB:EDGE) from September
2000 to January 2001. From February 1998 to December 1999, Mr. Koshakji served
as President of Odyssey Pictures Corporation (OTCBB: OPIX), a media company. Mr.
Koshakji served as the President of Entertainment Education Enterprise
Corporation, an international investment group with interests in entertainment
and technology holdings, from December 1995 to February 1998.

PAUL STEWART, DIRECTOR, APRIL 2002 TO PRESENT
Mr. Stewart has been President of PSA, a Dallas based corporate franchise
consulting firm, for over 30 years. Mr. Stewart has been a consultant for over
twenty years to the US Small Business Administration (SBA), as an A.C.E. (Active
Corps of Executives) Counselor, under the S.C.O.R.E. (Service Corps of Retired
Executives) program, specializing in franchising, entrepreneurship, and
marketing. During that time Mr. Stewart conducted over 300 seminars and
workshops. Mr. Stewart is also involved in international franchising. He has
attended the International Salon of Franchising in Paris, France, as a
consultant to European franchisors desiring to franchise in the United States
and Canada. Mr. Stewart has been an instructor for market research at Richland
College, Dallas, Texas and is a guest lecturer on advertising, marketing and
franchising at six colleges and universities in the Southwest and in Mexico.

JONATHAN KELLEY, DIRECTOR, APRIL 2002 TO PRESENT
Mr. Kelley joined the Board or Directors of Humitech(TM) in April of 2002. Mr.
Kelley has served in management and development in the Quality Service
Restaurant industry for the past 25 years. He is currently the Vice President of
operations for Baibrook Partnership, LLC, a highly recognized McDonald's
restaurant operator with 44 restaurants in the greater Dallas area.

The members of the Board of Directors receive no compensation for services
rendered as members of the board.

There are no family relationships between any of Humitech(TM)'s directors and
officers. There are no arrangements or understandings between any director or
executive officer and any other person pursuant to which any person has been
elected or nominated as a director or executive officer.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 10, 2002, information regarding shares
of common stock owned by (a) each person known by management to beneficially own

more than 5% of the outstanding common stock, (b) each of Humitech(TM)'s
directors, and (c) all executive officers and directors of Humitech(TM) as a
group:

Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Shares Owned(1) Ownership(2)

C.J Comu 3,277,231(3) 9%
Chairman and CEO
Humitech(TM) International Group, Inc.
15851 Dallas Parkway, Suite 410
Addison, TX 75001

Michael Davis 266,666(4) <1%
Chief Financial Officer
Humitech(TM) International Group, Inc.
15851 Dallas Parkway, Suite 410
Addison, TX 75001

Jonathan Kelley 25,000 <1%
Humitech(TM) International Group, Inc.
Director
15851 Dallas Parkway, Suite 410
Addison, TX 75001

Pierre Koshakji 27,500 <1%
Humitech(TM) International Group, Inc.
Director
15851 Dallas Parkway, Suite 410
Addison, TX 75001

Paul Stewart 25,000 <1%
Humitech(TM) International Group, Inc.
Director
15851 Dallas Parkway, Suite 410
Addison, TX 75001

All Officers and Directors 3,621,397 10%
as a group

(1) Unless otherwise indicated, each person has sole voting and investment power
over their shares.
(2) Out of 35,419,494 shares of common stock outstanding at May 10, 2002.
(3) 1,000,000 shares are held by the Comu Family Trust
(4) 41,666 shares are held by MRD Corporation, a company Mr. Davis controls.

DESCRIPTION OF SECURITIES

The following summary is a general description of Humitech(TM)'s
Certificate of Incorporation and Bylaws. This summary does not purport to be
complete and is subject to, and is qualified in its entirety by, all of the
provisions of the Certificate of Incorporation and Bylaws, including the
definitions included in these documents.

COMMON STOCK

The authorized capital stock of Humitech(TM) is 100,000,000 shares of common
stock, $.001 par value per share. As of May 10, 2002, 35,419,494 shares were
currently issued and outstanding. As a holder of common stock you will be
entitled to one (1) vote per share on each matter to be voted on by the
shareholders of Humitech(TM).

Subject to any superior rights of any outstanding class of preferred stock of
the company, the holders of common stock:

o have equal rights to dividends from funds legally available therefore,
when, as and if declared by the Board of Directors of the company;
o are entitled to share ratably in all of the assets of the company
available for distribution to holders of common stock upon liquidation,
dissolution or winding up of the affairs of the company;
o do not have preemptive, subscription or conversion rights and there are
no redemption or sinking fund provisions applicable to these shares;
and
o are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote at all meetings of shareholders.

Holders of common stock of Humitech(TM) do not have cumulative voting
rights, which means that the holders of a majority of these outstanding shares,
voting for the election of directors, can elect all of the directors to be
elected by the holders of the common stock if they so choose and in this event,
the holders of the remaining shares will not be able to elect any of
Humitech(TM)'s directors. There are no preemptive rights.

PREFERRED STOCK

Humitech(TM)'s Articles of Incorporation authorize the Board of Directors to
issue 20,000,000 shares of preferred stock, $0.001 par value per share, of which
no shares are currently issued and outstanding. The preferred stock may be
issued in the future in one or more classes or series, each class or series of
which shall have the voting rights, designations, preferences and relative
rights as fixed by resolution of Humitech(TM)'s Board of Directors, without the
consent or approval of its shareholders. The preferred stock may rank senior to
the common stock as to dividend rights, liquidation preferences, or both, and
may have extraordinary or limited voting rights.

TRANSFER AGENT

Signature Stock Transfer, located at 14675 Midway Road, Suite 221,
Addison, Texas 75001, will act as the transfer agent for Humitech(TM).

EXPERTS

Turner, Stone & Company, L.L.P. of Dallas, Texas have audited
Humitech(TM)'s consolidated financials for the year ended December 31, 2001.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
this indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against these liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by a
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of this issue.

ORGANIZATION WITHIN LAST FIVE YEARS

Not applicable.

DESCRIPTION OF BUSINESS

COMPANY OVERVIEW AND BACKGROUND

Humitech(TM) International Group, Inc. was incorporated in the State of Nevada
on January 5, 2000, as Airsopure International Group Inc., a wholly owned
subsidiary of Airtech International Group, Inc. ("AIRG"), a publicly traded
company. On October 31, 2001, AIRG distributed to its stockholders by means of a
tax-free spin-off one share of Airsopure International Group Inc.'s common stock
for every ten shares of AIRG owned by the stockholders. The shares distributed
represented 100% of AIRG's ownership interest in Airsopure International Group
Inc. The company resolved to change its name to Humitech(TM) International, Inc.
on August 1, 2001.

Prior to October 1, 2001, Humitech(TM) was inactive. Humitech(TM) is now engaged
in the manufacture and sale of humidity control products through an exclusive
distributorship throughout the United States and Canada. These products are sold
as panels to be used within refrigerated environments to regulate humidity.
Humitech(TM) currently has trademark registration pending on the HUMISORB(TM)
name and is planning to filed a trademark registration application on the
FoodSoFresh(TM) name.

Humitech(TM)'s wholly-owned subsidiary, Health Tech, Inc., a Nevada corporation,
has been inactive since inception. However, as funding and opportunities become
available, if at all, Humitech(TM) is interested in marketing a health and
beauty product line through Health Tech, Inc. Further, in early 2002,
Humitech(TM) incorporated FoodSoFresh(TM), Inc. and Humitech Franchise
Corporation(TM) in the state of Nevada to operate as wholly-owned subsidiaries
of the company. FoodSoFresh(TM) will be used to market the products and fund
raising programs of Humitech(TM), and Humitech Franchise Corporation(TM) will
market the franchise concept offered by Humitech(TM). These subsidiaries have
not yet commenced operations.

BUSINESS OF HUMITECH

The main component of the Humitech(TM) humidity control system is the mineral
inside of the panel, called HUMISORB(TM) Sorbite, which is an unrefined mineral
that controls humidity. The source of the HUMISORB(TM) Sorbite is a mine
discovered in 1978 by two miners. Since then the product has been sold
world-wide through a multitude of private dealer distributors until October
2001, when Humitech(TM) obtained the mineral and distribution rights from a
private company that controls the lease from the United States Government.
Within this leased area, the occurrence of the HUMISORB(TM) Sorbite is present
in economically viable amounts. When it is extracted from the earth,
HUMISORB(TM) Sorbite is reduced to granular form and packaged in dust-tight
air-flow containers. HUMISORB(TM) Sorbite consists of silica, aluminum oxide,
calcium oxide, and other minerals. This substance has the unique ability to
absorb 40% moisture by weight and desorbs the same quantity. This substance is
known to exist only within the area leased by Humitech(TM).

When used in a refrigerated environment, HUMISORB(TM) Sorbite will regulate
humidity at optimal levels for better preservation of food. HUMISORB(TM) Sorbite
is non-toxic and not restricted in usage to defined temperature ranges.
HUMISORB(TM) Sorbite offers the following benefits:

environment. Refrigerated environments that contain deficient amounts
of humidity will cause perishable foods to dry out, creating weight
loss.
o It reduces the transfer of odors by trapping airborne bacteria that can
cause odors.
o Humidity contains latent heat. Once this excess humidity is removed,
defrost cycles can be reduced.
o It reduces the spread of bacteria in refrigerated storage areas. Though
the use of HUMISORB(TM) Sorbite, the refrigerated environment will
contain less humidity. Walls, floors and surfaces of these containers
become drier. This results in an environment less friendly to bacteria.
o It increases the life of compressors and motors associated with
refrigeration by removing the latent heat in the form of humidity.
Accordingly, compressors do not have to operate as long, and therefore,
reduce the wear and tear associated with longer cooling cycles.
o It decreases energy use by reducing excess humidity, which reduces the
compressor running time.

HUMISORB(TM) Sorbite is the only known natural mineral that has the ability to
absorb and desorb moisture. When applied to a refrigerated environment,
laboratory tests sponsored by Humitech(TM) have shown HUMISORB(TM) Sorbite is
able to absorb up to 48% of its own weight in moisture. HUMISORB(TM) Sorbite's
unique mineralogy allows absorption during periods of high humidity and
de-absorption during periods of low humidity. These attributes allow
HUMISORB(TM) Sorbite to constantly regulate humidity allowing for an optimal
level of humidity for the storage and preservation of foods and perishables.
When introduced into a refrigerated environment, HUMISORB(TM) Sorbite takes only
approximately 48 hours for the system to begin functioning properly.

Humitech(TM) currently markets a refrigeration mounted HUMISORB(TM) unit for
both commercial and residential usage. Humitech(TM) has already shipped products
throughout the world and has made installations in some of the most recognized
establishments within the United States including:

o Marriott Hotel - Boca Raton, Florida
o Hilton Hotel - Sunrise, Florida
o Hyatt Seasons - Pompano Beach, Florida
o Smith & Wollenstky - South Beach, Florida
o PF Changs - North Miami Beach
o TGI Fridays - Pennsylvania
o Carrabas - Texas
o Outback Steakhouse - Dallas, Texas
o Legal Seafood - Sawgrass and Boca Raton, Florida
o Healthsouth - Sunrise, Florida
o Spago - Los Angeles, California
o Four Seasons Hotel - San Diego, California

o Scottdale Culinary Academy
o Wolfgang Puck's
o The Bellagio, Las Vegas, Nevada
o Harrah's, Las Vegas, Nevada

COMMERCIAL USE OF THE HUMIDITY CONTROL SYSTEMS

Humitech(TM) provides humidity control systems to restaurants, stores, florists,
medical facilities, and any other businesses that use coolers to keep their
products fresh. Humidity control can save businesses money by:

o helping to control energy costs,
o increasing quality, and
o extending the shelf life of their fresh products.

Without humidity control, most refrigeration units operate above 90% relative
humidity. This causes excess energy consumption and ice buildup on the cooling
fins. As the refrigeration unit tries to compensate for the lack of heat
transfer due to the ice buildup, the compressor works harder and the defrosting
cycles tend to become longer, raising electrical power usage. The net effect
reduces the efficiency of the refrigeration unit, and causes wider fluctuations
in the operating temperature range, and this, in return, adversely affects the
food being stored.

Too low of a level of humidity is also detrimental. When the relative humidity
drops below 80%, moisture is drawn out of meats and vegetables, which decreases
their weight and shortens their shelf life. This is prevented by regulatory
characteristics of the HUMISORB(TM) Humidity Control System.

Uncontrolled humidity is present in any type of cooler, in any geographic
location. Outside conditions like heat and ambient humidity are not necessarily
direct indicators of the humidity conditions inside the cooler. Both new and old
coolers are affected equally.

Significantly, and unlike all other known water-absorbing compounds,
HUMISORB(TM) Sorbite will also desorb the same quantity, thus, keeping humidity
constant. A chemical composition analysis performed on the compound by Rockwell
Science Center, a scientific testing facility located in California, concluded
that although the product is most likely composed of common compounds, its
properties would be extremely difficult to duplicate without extensive research
to separate and identify the individual compounds that make up the mixture. The
same experts conclude that this exact composition, heat and pressure seldom
repeat themselves.

HUMITECH(TM)'S PRODUCTS

SERIES HT-100: The Series HT-100 panel is a portable unit designed for the small
refrigeration application that is designed to absorb/desorb gases and reduce
temperature and reduce growth of bacteria.

SERIES HT-200: The Series HT-200 panel is a large commercial unit designed for
the refrigeration application that is designed to absorb/desorb gases and reduce
temperature.

The HT-200 system is rented on a monthly basis. There are no material
up-front costs.

DISTRIBUTION METHODS

Humitech(TM) is focused on the development and sale of humidity control products
utilizing the HUMISORB(TM) Sorbite mineral in A refrigerated environment.
Humitech(TM) is targeting several distribution channels for direct exposure of
its products and teaching consumers about the costs and solutions for indoor air
contamination. Management is using a carefully mapped multi-channel approach to
market its product line. For example, the following channels are being utilized:

1. FRANCHISING - The Humitech(TM) humidity control system will be marketed
through a franchise distributorship program where the members purchase
the panels and market them to business owners on a monthly rental
basis. This makes it readily affordable for the end user and provides a
long-term residual income to the member. Presently, Humitech(TM) has
signed up over twenty-five markets which include:

o Houston, Texas,
o San Antonio, Texas,
o Austin, Texas,
o Las Vegas, Nevada,
o San Diego, California,
o Orlando, Florida,
o Chicago, Illinois,
o Nashau, New Hampshire,
o Philadelphia, Pennsylvania,
o New Jersey

and is currently reviewing in excess of 100 applications from members
desiring to market the Humitech(TM) humidity control system.

2. INTERNATIONAL LICENSES - Humitech(TM) is negotiating licensing the
distribution rights to its name and technology in the countries around
the world. Humitech, now that it has a full product line to offer,
intends to more aggressively pursue international distribution
relationships. All sales will be made in U.S. dollars, FOB Dallas.
Distribution rights in foreign countries sell for a minimum of
$100,000.

3. MANUFACTURER'S REPRESENTATIVES - Humitech(TM) estimates that there are
approximately 260,000 HVAC Contractors in the U.S. alone. This
unconsolidated group of professionals may account for a significant
amount of the current sales of humidity control and cleaning units.
Humitech(TM) will make its products available to them, including the
Series HT-200. Humitech(TM) believes that the role of the contractor is
well suited to offer a humidity control product.

4. INTERNET - Humitech(TM) has created a Strategic Marketing/ Sales
Automation System for its home and commercial markets, which includes
the web's first traffic generating software designed to support its
member's own marketing and advertising campaigns. This package includes

software which turns any website into a dynamic, self-replicating
website.

5. RETAIL DISTRIBUTION - Humitech(TM) has developed several strategies,
which it believes suitable for retail distribution. Most notable are
the HT-100 panels, which have a low price point and appeal to the broad
market of consumers.

6. HOME SHOPPING/ INFOMERCIAL - Management of Humitech(TM) intends to
distribute the Series HT-100 via a homeshopping medium like QVC or the
Home Shopping Network.

7. JOINT VENTURE - Humitech(TM) has begun discussions with several
possible joint venture partners for international manufacturing,
outsourcing, marketing and distribution. In some countries, the air
quality is dramatically worse than it is in the U.S. and Humitech(TM)
believes that its products would be highly marketable in these areas.
These countries include, but are not limited to Chile, Brazil and
Mexico.

8. NETWORK MARKETING - One of Humitech(TM)'s target markets is the
residential unit market (HT-100), a worldwide market for small humidity
control products. Entry for this product will be gained through
relationships with both retail organizations and large network
marketing firms. The advantage of this channel is that Humitech(TM)
will be able to private label product and drop ship large trucks of
finished manufactured goods straight to the network marketing company's
warehouse, not acting as the final distribution point or returns
center.

9. NATIONAL ACCOUNTS - Humitech(TM) will pursue relationships with
national chains of restaurants, hotels, hospitals and other known
clients plus many others. Humitech(TM) is pursuing accounts with
national hotel chains, plus major cruise lines and several hospitals.
It is the intent of Humitech(TM) to pursue these accounts for national
distribution as well as an added incentive and revenue source to the
franchise network.

10. TRADE SHOWS - There are approximately 24,000 trade shows in the U.S.
Some of the shows have begun to experiment with various new business
opportunities showcases. It is the intent of Humitech(TM) to
demonstrate its unique technology with the intent to seek national
account distributorships as well as new prospective franchisees.

SIGNIFICANT AGREEMENTS

Exclusive Distribution and Resale Agreement

On October 1, 2001, Humitech(TM) entered into an exclusive distributorship
agreement with HUMICO, Inc., which granted it the right to purchase humidity
control panels at prices and terms as published periodically by HUMICO. Further,
HUMICO granted Humitech(TM) the right to display, promote and sell the products
to customers located within the United States and Canada, excluding a one
hundred mile radius around the city of Los Angeles and excluding the state of
Hawaii. The agreement is for a period of five years and automatically renews for
consecutive three-year terms unless a 30-day notification to the contrary is

given. Humitech(TM) also has the right of first refusal to enter into additional
distributorship agreements for the rights to foreign markets on an as "deemed
necessary basis."

In exchange for these rights, Humitech(TM) is required to purchase a minimum of
20,000 panels at various during the calendar year ending December 31, 2002. In
addition, as a part of the distributorship agreement, Humitech(TM) acquired a 1%
interest in the mineral rights to the sorbite mineral used in the humidity
control panels. In exchange for 1% of the mineral rights, Humitech(TM) issued
200,000 shares of Humitech(TM) common stock, representing $200,000 in exchange
for these mineral rights, to HUMICO.

International Sales Distributor Agreement

On October 1, 2001, Humitech(TM) entered into an international distributor
agreement with an Austrian based company, which granted the company the right to
purchase Humitech(TM)'s commercial products at prices and terms as published
periodically by the Humitech(TM) and the right to display, promote and sell the
products to customers located within Austria. The agreement is for a period of
three years and automatically renews for consecutive one-year terms unless a
30-day notification to the contrary is given. The agreement also requires
purchases of Humitech(TM)'s commercial products totaling $300,000, $400,000 and
$500,000 during the twelve-month periods ending October 31, 2002, 2003, and
2004, respectively.

Professional Services Agreements

On March 1, 2002, Humitech(TM) entered into a professional services agreement
with Buyside Partners LLC, www.buysidepartners.com, a Dallas based company, who
will provide investor relations services to Humitech(TM). The agreement is for a
period of one year and automatically renews for consecutive one-year terms
unless a 30-day notification to the contrary is given. The fee for Buyside
Partners LLC's services is $6,300 per month for one year including a $5,000
retainer. Humitech(TM) has paid for the first twelve months of service with
100,000 shares of company stock.

On April 13, 2002, Humitech(TM) entered into a professional services agreement
with Paul Stewart Associates, Inc., a Dallas based law firm, to prepare the
franchise documents for Humitech(TM)'s commercial humidity control systems. The
fee for this service was $10,000, which has already been paid by Humitech(TM).

Competition

Humitech(TM) is aware of two competitors producing products similar to Humitech,
Katch All and Gonzo Fridge. Katch All produces a product called Fridge Care, a
product which controls and improves the quality of walk-in reach in coolers.
Like Humitech(TM)'s product, Fridge Care lowers humidity and air temperature,
reduces energy consumption and mold and bacteria generation and eliminates odor
transfer. The main difference between Fridge Care and the Humitech(TM) product
is that Humitech(TM) has designed its product for household as well as
commercial use. The Humitech(TM) panels naturally absorbs and desorbs humidity
creating the ideal humidity level.

Gonzo Fridge produces a product called Freezer Odor Eliminators, which is
composed of all-natural odorless volcanic crystals that rid the home or car of
unpleasant odors by attracting odors like a magnet. The Freezer Odor Eliminators
are contained in mesh bags that range from eight ounces to two pounds.
Humitech(TM)'s product differs from the Freezer Odor Eliminators as it controls
humidity and is exclusively made for use in a refrigerated environment.

EMPLOYEES OF HUMITECH

Humitech(TM) currently has eleven full time employees and one contract employee.

REPORTS TO SECURITY HOLDERS

Humitech(TM) will voluntarily send an annual report, including audited financial
statements, to its security holders.

Humitech(TM) will file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (SEC). The
public may read and copy any materials Humitech(TM) files with the SEC at the
SEC's Public Reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that web
site is http://www.sec.gov.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BACKGROUND AND GENERAL

Humitech(TM) International Group, Inc. was incorporated in the state of Nevada
on January 5, 2000 under the name Airsopure International Group, Inc. as a
wholly owned subsidiary of Airtech International Group, Inc. (AIRG), a publicly
traded company (OTCBB: AIRG). On October 31, 2001, AIRG distributed to its
stockholders by means of a tax free spin off one share of the Humitech(TM)'s
common stock for every ten shares of AIRG owned by the stockholders. The shares
distributed represented 100% of AIRG's ownership interest in Humitech(TM) and
subsequent to the distribution, Humitech(TM) and AIRG did not have any other
business relationships or obligations to each other. Prior to October 31, 2001,
Humitech(TM) was inactive. Humitech(TM) IS now engaged in the manufacture and
sale of humidity control products through an exclusive distributorship
throughout the United States and Canada. This activity constitutes
Humitech(TM)'s only operating segment and represents the new operations of the
company for the period of October 1, 2001 through March 31, 2002.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001 AND THE QUARTERLY
PERIOD ENDED MARCH 31, 2002

REVENUES

Humitech(TM)'s consolidated total revenues for the year ending December 31, 2001
and the quarterly period ending March 31, 2002 were $104,491 and $458,190,
respectively. In year ended December 31, 2001, the business only operated and
generated revenues in the last quarter. As of the date of this prospectus, the
revenue stream has primarily been from the sale of distributorships.
Humitech(TM) is expecting the source of the revenue stream to change by the
third quarter of 2002 as it anticipates signing up national accounts and
procuring home unit sales of its product.

COSTS AND EXPENSES

Humitech(TM)'s consolidated total costs and expenses at December 31, 2001 were
$302,258 and $420,625 through the first quarter of 2002. The major components of
this were:

Salaries and wages decreased $37,280 or 38% from $97,480 at December 31, 2001 to
$60,200 for March 31, 2002. This is expected to increase as the result of many
factors including increased commissions on sales of Humitech(TM)'s products. In
addition, Humitech(TM) increased its staff size and began paying salaries in
2002.

Cost of sales increased $69,849 or 197% to $105,382 for March 31, 2002 as
compared to $35,533 for December 31, 2001. This increase is due to the 390%
increase in product sales. The percentage cost of goods sold decreased from 34%
of sales at December 31, 2001 to 21% of sales for March 31, 2002.

All other expenses have seen minimal changes.

CAPITAL EXPENDITURES

Humitech(TM) does not have any large capital expenditures planned for fiscal
year 2002. It is considering product line expansion, which will require
approximately $400,000 in capital expenditures. The final decision, however, to
expand the product line will be based on estimated sales of the products which
will enable it to recover the capital expenditures within nine to twelve months.
Any minor capital expenditures will be met with cash on hand. In the event its
product sales increase beyond current manufacturing capacities, then additional
capital expenditures will be required to increase production capacity.
Humitech(TM) anticipates, however, that any additional capital expenditures to
increase production capacity would not exceed $500,000. These capital
expenditures would also be offset by increased product sales which created the
need to increase Humitech's current manufacturing capacities.

Liquidity And Capital Resources

At December 31, 2001 and March 31, 2002, Humitech(TM) had an accumulated deficit
of $197,767 and $160,202, respectively.

At December 31, 2001, Humitech(TM) had total current assets of $199,891 less
current liabilities of $127,964 which resulted in net current assets of $71,927.
As of March 31, 2002, Humitech(TM) had total current assets of $344,469 less
current liabilities of $190,261 which resulted in net current assets of

$154,208. It expects to have sufficient funds necessary to finance the
manufacture, distribution and sale of its products including management and
advertising support for fiscal year 2002. Humitech(TM) also expects that its
cash balance and operations are adequate to sustain its continued operations
during fiscal year 2002.

Humitech(TM)'s goal is to sign up and build its distributors during fiscal year
2002. While generating franchise fees, these outlets are expected to have a
positive impact on product sales. Humitech(TM)'s estimated franchise sales are
based upon a good faith estimate of the market for Humitech(TM)'s franchises and
products. However, Humitech(TM)'s franchise sales and distributorship sales may
not meet its goals.

Humitech(TM) also expects sales of its products to increase in fiscal year 2002.
For the first quarter of year 2002, its product sales were $458,190 in
comparison to December 31, 2001 where its product sales were approximately
$104,491. With the increase in sales Humitech(TM) also experienced a net profit
of $37,565 for the first quarter ended March 31, 2002, as compared to a net loss
of $197,767 for the year ended December 31, 2001. This trend indicates the sales
of its existing product line is increasing. Although Humitech(TM) believes its
sales represent a positive trend, Humitech(TM) cannot assure you that this
positive trend will continue.

Humitech(TM)'s sales projections are based upon its good faith estimates of the
marketability of its products and it may not be to achieve these results during
fiscal year 2002.

If all of the shares in this offering are subscribed, Humitech(TM) believes that
the net proceeds from this offering and internally generated funds may be
adequate to satisfy Humitech(TM)'s working capital needs for the next twelve
months. However, Humitech(TM) may not be able to sell all of the shares in this
offering, if any. Further, if Humitech(TM)'s current caSH and revenues from
franchise and product sales are insufficient to fund its continued growth, it
will rely on its external funding sources to provide continued liquidity, which
may not be available on reasonable terms, if at all.

During fiscal year 2002, Humitech(TM) intends to focus on the production,
marketing and sale of its existing line of humidity control products. For this
reason, Humitech(TM) does not project significant expenditures during fiscal
year 2002 on its products which are in production and sale. It believes that its
existing product line is sufficient to sustain it future sales growth. There are
no current plans to increase the number of employees of Humitech(TM) in the next
twelve months.

Humitech(TM) does not have a large capital expenditures program planned for
fiscal year 2002. Therefore, Humitech(TM) believes that its projected increase
in franchise and product sales combined with funds generated from external
financing sources will be sufficient to offset any cash losses from operations.
If its current and new product sales, distributor/franchise sales, new areas of
distribution sales and funds from its external sources are insufficient to
maintain operations, the resulting lack of capital could force Humitech(TM) to
substantially curtail or cease its operations. Any curtailment of operations
would have a material adverse effect on its ability to manufacture and
distribute its products and its profitability.

Material Commitments

Operating Leases

Humitech(TM) is currently obligated under noncancelable operating lease for its
Dallas office which expires in October 2005. The office lease also provides for
payment of Humitech(TM)'s share of operating costs. Minimum future rental
payments required under the above operating leases total $197,604. During the
year ended December 31, 2001, rent expense totaled $5,534.

Employment Agreements

Humitech(TM) is currently obligated under three employment agreements with
officers for annual compensation of $346,000, to be raised to $400,000 in the
event the company conducts a successful IPO, and discretionary bonuses to be
determined by its board of directors. The agreements expire through October
2011. At December 31, 2001, $62,500 was accrued and payable under these
agreements. In addition, the agreements grant the officers options to purchase
2,000,000 common stock shares.

Distributor Agreement

On October 1, 2001, Humitech(TM) entered into a distributorship agreement with
HUMICO, Inc., which granted it the right to purchase humidity control panels at
prices and terms as published periodically by the distributor. Further, HUMICO
granted Humitech(TM) the right to display, promote and sell the products to
customers located within the United States and Canada, excluding a one hundred
mile radius around the city of Los Angeles and excluding the state of Hawaii.
The agreement is for a period of five years and automatically renews for
consecutive three-year terms unless a 30-day notification to the contrary is
given. Humitech(TM) also has the right of first refusal to enter into additional
distributorship agreements for the rights to foreign markets on an as "deemed
necessary basis."

In exchange for these rights, Humitech(TM) is required to purchase a minimum of
20,000 panels at various prices per panel during the calendar year ending
December 31, 2002. In addition, as a part of the distributorship agreement,
Humitech(TM) acquired a 1% interest in the mineral rights to the sorbite mineral
used in the humidity control panels. In exchange for 1% of the mineral rights,
Humitech(TM) issued 200,000 shares of Humitech(TM) common stock, representing
$200,000 in exchange foR these mineral rights, to HUMICO.

International Sales Distributor Agreement

On October 1, 2001, Humitech(TM) entered into an international distributor
agreement with an Austrian based company, which granted the company the right to
purchase Humitech(TM)'s commercial products at prices and terms as published
periodically by the Humitech(TM) and the right to display, promote and sell the
products to customers located within Austria. The agreement is for a period of
three years and automatically renews for consecutive one-year terms unless a
30-day notification to the contrary is given. The agreement also requires
purchases of the company's commercial products totaling $300,000, $400,000 and
$500,000 during the twelve-month periods ending October 31, 2002, 2003, and
2004, respectively.

Professional Services Agreement

On March 1, 2002, Humitech(TM) entered into a professional services agreement
with Buyside Partners LLC, a Dallas based company, who will provide investor
relations services to Humitech(TM). The agreement is for a period of one year
and automatically renews for consecutive one-year terms unless a 30-day
notification to the contrary is given. The fee for Buyside Partners LLC's
services is $6,300 per month for one year including a $5,000 retainer.
Humitech(TM) has paid for the first twelve months of service with 100,000 shares
of company stock.

DESCRIPTION OF PROPERTY

Humitech(TM) leases a corporate office with 3,000 square feet, located at 15851
Dallas Parkway, Suite 410, Addison, Texas 75001. This lease is noncancelable and
expires October 31, 2005. Payment on the lease is as follows:

o July 1,2002 - October 31 2002-$3742.50 a month
o Nov. 1, 2002 - Oct 31, 2003-$4740.50 a month
o Nov. 1, 2003 - Oct 31, 2004-$5114.75 a month
o Nov. 1, 2004 - Oct 31, 2005-$5364.25 a month

Upon expiration of the lease, Humitech(TM) will have the right to renew the
lease for an additional 36 months at then prevailing market rates.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Organization Within Last Five Years."

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Humitech(TM) is not currently trading on any public market.

There are 2,000,000 shares of common stock presently subject to
options. Although it has no agreement to do so, Humitech(TM) is registering
4,644,108 shares of common stock for the selling stockholders of the company.

There are approximately 1,562 holders of Humitech(TM) common stock.
Humitech(TM) has not paid cash dividends on its common stock and does not intend
to do so in the foreseeable future. Humitech(TM) intends to retain earnings, if
any, to provide funds for its operations. Future dividend policy will be
determined by the board of directors based upon conditions then existing
including Humitech(TM)'s earnings and financial condition, capital requirements
and other relevant factors.

EXECUTIVE COMPENSATION

The following table presents, for the last fiscal year, the annual
compensation earned by the chief executive officer and the most highly
compensated executive officers and significant employees of Humitech(TM) for the
year ended December 31, 2001:

Summary Compensation Table
Annual Long Term
Compensation Compensation
- ------------------------- ------ -------------- ------- ----------------------
Name and Principal Year Salary Bonus Stock Awards or
Position Other Compensation
- ------------------------- ------ -------------- ------- ----------------------
C.J. Comu, President 2001 $62,500(1) 0 Options to purchase
and CEO 1,000,000 shares of
common stock at $.01
per share(2)
- ------------------------- ------ -------------- ------- ----------------------
Michael R. Davis, Chief 2001 0 0 Options to purchase
Financial Officer 500,000 shares of
common stock at 80%
of the fair market
value (3)
- ------------------------- ------ -------------- ------- ----------------------
Michael G. Ryan, 2001 0 0 Options to purchase
Executive Vice- 500,000 shares of
President common stock at 80%
of the fair market
value (3)
- ------------------------- ------ -------------- ------- ----------------------

(1) The amount has not yet been paid to Mr. Comu. Mr. Comu has agreed to defer
payment of salary until the company begins to generate substantial revenue.
(2) These options expire October 1, 2006.
(3) These options become exercisable after October 1, 2002 and expire October 1,
2004.

Humitech(TM) entered into employment agreements on October 1, 2001 with
its key employees, Messrs. Comu, Davis and Ryan, to serve in the positions set
forth above. Mr. Comu's employment agreement is for a term of ten years, unless
renewed for an additional ten year period. Mr. Comu shall be paid an annual
salary of $250,000 per year plus an incentive bonus of $100,000 per year. Mr.
Davis's employment contract is for five years, unless renewed in addition five
year increments. Mr. Davis will be paid an annual salary of $60,000 in fiscal
2002, to be raised to $90,000 in the event the company conducts a successful
IPO. Mr. Davis will also be compensated with performance based bonuses and is
entitled to options to purchase 500,000 shares of common stock at an exercise
price of 20% discount on the fair market value of the stock.

According to the terms of Mr. Ryan's employment agreement, for a three
year period unless later renewed, Mr. Ryan will be paid an annual salary of
$36,000 in fiscal 2002, to be raised to $60,000 in the event the company
conducts a successful IPO. Mr. Ryan will also be compensated with performance
based bonus and commissions on product and distributor sales. In addition, Mr.
Ryan is entitled to options to purchase 500,000 shares of common stock at an
exercise price of 20% discount on the fair market value of the stock.

Compensation of Directors

Directors of Humitech(TM) will be paid 25,000 shares of Humitech(TM)
common stock in 2002, plus an option to purchase 25,000 shares of common stock
for an exercise price of 20% of the current market value for Humitech(TM) common
stock.

The compensation of officers and directors is subject to review and
adjustment from time to time by the board of directors.

2002 COMPANY-WIDE STOCK OPTION PLAN

Humitech(TM) adopted the 2002 Company-Wide Stock Option Plan to
encourage ownership of the common stock of Humitech(TM) by all employees of the
company and its subsidiaries. This plan is intended to provide an incentive for
employees to exert their maximum efforts to achieve the successful operation of
the company and is intended to assist the company in attracting and retaining
talented personnel by providing an opportunity to benefit from the increased
value of the company. There are 1,000,000 shares reserved for option exercise
under the Plan. No employee will be granted options under the Plan that would
result in the employee receiving more than five percent of the maximum number of
shares available for issuance.

The exercise price for each option shall be 100% of the fair market
value of a share on the date the option is granted. Each options vests and
becomes exercisable in annual twenty-five percent installments commencing on the
first anniversary of the date of grant. Unless otherwise provided in the
applicable agreement, each option granted hereunder shall have a term of two
years, and renewable for another two years. These options are not subject to
dilution.

No shares have been issued under the Stock Option Plan.

HUMITECH INTERNATIONAL GROUP, INC.

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AND

INDEPENDENT AUDITORS' REPORT

YEAR ENDED DECEMBER 31, 2001

C O N T E N T S

AUDITORS' REPORT..............................................................1

CONSOLIDATED BALANCE SHEET...................................................2-3

CONSOLIDATED STATEMENT OF OPERATIONS..........................................4

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY................................5

CONSOLIDATED STATEMENT OF CASH FLOWS..........................................6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................7-13

Independent Auditors' Report
----------------------------

The Board of Directors and Stockholders
Humitech International Group, Inc.
and Subsidiaries
Addison, Texas

We have audited the accompanying consolidated balance sheet of Humitech
International Group, Inc. and subsidiaries as of December 31, 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Humitech International Group, Inc. and subsidiaries at December 31, 2001, and
the consolidated results of its operations and cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.

/s/ Turner, Stone & Company, L.L.P.

Certified Public Accountants
Dallas, Texas
March 4, 2002

F-1

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2002 AND DECEMBER 31, 2001

Assets
------

March 31, December 31,
2002 2001
----------- -----------
(unaudited)

Current assets:

Cash $ 130,598 $ 123,940
Accounts and employee receivables 160,503 7,515
Advances to AIG - 20,116
Inventory 49,638 44,590
Prepaid expenses 3,730 3,730
----------- -----------

Total current assets 344,469 199,891

Property and equipment, net of accumulated
depreciation of $5,073 and $1,797,
respectively 68,862 32,822

Mineral rights, net of accumulated
amortization of $10,000 and $0, respectively 190,000 200,000
----------- -----------

$ 603,331 $ 432,713
=========== ===========

The accompanying notes are an integral part of the consolidated
financial statements.

F-2

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2002 AND DECEMBER 31, 2001

Liabilities and Stockholders' Equity
------------------------------------

March 31, December 31,
2002 2001
----------- -----------
(unaudited)
Current liabilities:

Accounts payable, trade $ 107,761 $ 41,594
Accrued salaries and wages 62,500 62,500
Advances from stockholder 20,000 20,000
Current portion of note payable - 3,870
----------- -----------

Total current liabilities 190,261 127,964

Long term note payable, less current portion - 21,944
----------- -----------

Commitments and contingencies - -

Stockholders' equity:

Preferred stock, $.001 par value, 20,000,000
shares authorized, no shares issued or
outstanding, no rights or preferences
determined - -
Common stock, $.001 par value, 100,000,000
shares authorized, 8,420,595 and 8,207,595
shares issued and outstanding, respectively 8,421 8,208
Additional paid in capital 564,851 472,364
Accumulated deficit (160,202) (197,767)
----------- -----------

Total stockholders' equity 413,070 282,805
----------- -----------

$ 603,331 $ 432,713
=========== ===========

The accompanying notes are an integral part of the consolidated
financial statements.

F-3

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002
YEAR ENDED DECEMBER 31, 2001

March 31, December 31,
2002 2001
----------- -----------
(unaudited)

Revenues:

Product sales $ 458,190 $ 103,643
Other revenues - 848
----------- -----------

Total revenues 458,190 104,491
----------- -----------

Costs and expenses:

Compensation expense 60,200 97,480
Cost of sales 105,385 35,533
Advertising and marketing 4,029 14,183
Depreciation and amortization 13,276 1,797
General and administrative expenses 237,735 153,265
----------- -----------

Total costs and expenses 420,625 302,258
----------- -----------

Income (loss) from operations 37,565 (197,767)

Interest expense - -
----------- -----------

Income (loss) before income taxes 37,565 (197,767)

Provision for income taxes - -
----------- -----------

Net income (loss) $ 37,565 $ (197,767)
=========== ===========

Income (loss) per common share - basic $ .01 $ (.03)
=========== ===========

The accompanying notes are an integral part of the consolidated
financial statements.

F-4

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2002
YEAR ENDED DECEMBER 31, 2001

Common Stock Paid In Accumulated
Shares Amount Capital Deficit Total
----------- ----------- ----------- ----------- -----------

Balance at December 31, 2000 - $ - $ - $ - $ -

Issuance of common stock
dividend in spin-off
from AIG 4,962,761 4,963 (4,963) -

Issuance of common stock
for cash 1,973,000 1,973 277,527 279,500

Issuance of common stock
in exchange for services 1,071,834 1,072 1,072

Issuance of common stock
for mineral rights 200,000 200 199,800 200,000

Net loss during the year (197,767) (197,767)
----------- ----------- ----------- ----------- -----------

Balance at December 31, 2001 8,207,595 $ 8,208 $ 472,364 $ (197,767) $ 282,805

Issuance of common stock
for cash 213,000 213 92,487 92,700

Net income (unaudited) 37,565 37,565
----------- ----------- ----------- ----------- -----------

Balance at March 31, 2002
(unaudited) 8,420,595 $ 8,421 $ 564,851 $ (160,202) $ 413,070
=========== =========== =========== =========== ===========

The accompanying notes are an integral part of the consolidated
financial statements.

F-5

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001

March 31, December 31,
2002 2001
------------- -------------

(unaudited)
Cash flows from operating activities:
Net loss $ 37,565 $ (197,767)
Adjustments to reconcile net income to cash
Depreciation and amortization 13,276 1,797
Stock payments to employees and consultants - 1,072
Changes in operating assets and liabilities
Accounts receivable (152,988) (215)
Inventory (5,048) (44,590)
Prepaid expenses - (3,730)
Accounts payable 66,167 41,594
Accrued salaries and wages - 62,500
------------- -------------

Net cash used in operating activities (41,028) (139,339)
------------- -------------

Cash flows from investing activities:
Purchase of property and equipment 4,191 (34,619)
Advances to employees (7,300)
Repayment of employee advances (3,275) -
Advances to AIG - (20,116)
Repayment of AIG advances (20,116) -
------------- -------------

Net cash used in investing activities (19,200) (62,035)
------------- -------------

Cash flows from financing activities:
Proceeds from issuance of common stock 92,700 279,500
Proceeds from note payable - 25,814
Repayment of note payable (25,814) -
Advances from stockholder - 20,000
------------- -------------

Net cash provided by financing activities 66,886 325,314
------------- -------------

Increase in cash 6,658 123,940

Cash at beginning of period 123,940 -
------------- -------------

Cash at end of period $ 130,598 $ 123,940
============= =============

Non-cash investing and financing activities
-------------------------------------------

Common stock issued for mineral rights $ - $ 200,000

Note payable exchanged for transportation equipment $ 25,814 $ -

The accompanying notes are an integral part of the consolidated
financial statements.

F-6

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business
- -------------------------

Humitech International Group, Inc. (HIG) (the Company) was incorporated in the
state of Nevada on January 5, 2000 under the name Airsopure International Group,
Inc. (ASP) as a wholly owned Subsidiary of Airtech International Group, Inc.
(AIG), a publicly traded company (symbol AIRG). On October 31, 2001, AIG
distributed to its stockholders by means of a tax-free spin-off one share of the
Company's common stock for every ten shares of AIG owned by the stockholders.
The shares distributed represented 100% of AIG's ownership interest in the
Company and subsequent to the distribution the Company and AIG have no other
business relationships or obligations to each other. Prior to October 31, 2001,
the Company was inactive. The Company is now engaged in the manufacture and sale
of humidity control products through an exclusive distributorship (Note 4)
throughout the United States and Canada. This activity constitutes the Company's
only operating segment and represents the new operations of the Company for the
period October 1 through December 31, 2001. On March 7, 2002, ASP changed its
name to HIG.

Principles of consolidation
- ---------------------------

The accompanying consolidated financial statements include the general accounts
of the Company and its wholly owned but inactive Subsidiaries, Health Tech,
Inc., FoodSoFresh, Inc. and Humitech Franchise Corp. which has a fiscal year end
of December 31. All material intercompany accounts, balances and transactions
have been eliminated in the consolidation.

Interim financial information
- -----------------------------

The notes to the interim unaudited financial statements do not present all
disclosures required under generally accepted accounting principles but instead,
as permitted by Securities and Exchange Commission regulations, presume that
users of the interim unaudited financial statements have read or have access to
the December 31, 2001 audited financial statements and that the adequacy of
additional disclosure needed for a fair presentation may be determined in that
context.

The interim unaudited financial statements included herein reflect all
adjustments (consisting of normal recurring adjustments), which are, in the
opinion of management, necessary to a fair presentation of the results for
interim periods. The results of operations for the three month periods ended
March 31, 2002 are not necessarily indicative of the results to be expected for
the full year.

Inventories
- -----------

Inventories are carried at the lower of cost or net realizable value (market)
and include component parts used in the assembly of the Company's line of air
humidifier units. The costs of inventories are based upon specific
identification of related direct costs.

At December 31, 2001, inventories consisted of the following:

Finished goods $ 43,340
Component parts 1,250
------------
$ 44,590
============

F-7

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment
- ----------------------

Property and equipment are stated at cost less accumulated depreciation.
Depreciation of property and equipment is currently being provided by
accelerated methods for financial and tax reporting purposes over estimated
useful lives of five to seven years.

Revenue recognition
- -------------------

Revenues from the Company's operations are recognized at the time products are
shipped or services are provided. Revenues from distributorship sales are
recognized at the time all material services relating to the sale of a
distributorship have been performed by the Company.

Advertising
- -----------

Advertising dollars are invested in trade shows, travel and distributorship
networking and are expensed as incurred. For the year ended December 31, 2001,
advertising expenses totaled $14,183.

Management estimates
- --------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash flow
- ---------

For purposes of the statement of cash flows, cash includes demand deposits, time
deposits and short-term cash equivalent investments with maturities of less than
three months. None of the Company's cash is restricted.

Earnings per share
- ------------------

Basic loss per share are based upon 7,282,345 weighted average shares of common
stock outstanding. No effect has been given to the assumed exercise of stock
options as the effect would be antidilutive.

Impairment of long-lived assets
- -------------------------------

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. This Statement establishes accounting standards for
the impairment of long-lived assets, certain identifiable intangibles and
goodwill related to those assets to be held and used, and long-lived assets and
certain identifiable intangibles to be disposed of. The Company periodically
evaluates, using independent appraisals and projected undiscounted cash flows,
the carrying value of its long-lived assets and certain identifiable intangibles
to be held and used whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. In addition, long-lived
assets and identifiable intangibles to be disposed of are reported at the lower
of carrying value or fair value less cost to sell.

F-8

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Beginning in 2002, the Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets. The adoption of this accounting standard will not
significantly affect the Company's accounting for its long-lived assets.

2. MINERAL RIGHTS

On October 1, 2001, in connection with the Company's distributorship agreement
(Note 4), the Company issued 200,000 common stock shares at a negotiated value
of $1 per share in exchange for a 1% interest in the mineral rights to the
sorbite mineral used in the humidity control panels. The common stock issued
shall be `registered' if and when the Company goes public and if the Company
does not go public within one year from the date of the agreement, the mineral
rights will revert back to the grantor of the rights and the common stock will
be returned to the Company.

The mining company estimates one percent of its total ore body deposit to be
approximately 617,000 tons of ore. The mineral rights interest allows the
Company to purchase in bulk the mineral used in its humidity control products.

The $200,000 cost of the mineral rights will be amortized over the initial
five-year term of the distributorship agreement beginning in 2002.

3. NOTES PAYABLE

On December 13, 2001, the Company borrowed funds under an installment note
payable maturing in December 2006. Principal and interest on this note is
payable monthly, including interest at 13.75% and the note is secured by the
vehicle being financed.

Future principal payments required under the terms of the above note payable are
as follows.

Year Ended
December 31, Amount
------------ ------

2002 $ 3,870
2003 4,429
2004 5,070
2005 5,803
2006 6,642
-----------
$ 25,814
===========

4. COMMITMENTS AND CONTINGENCIES

Operating leases
- ----------------

The Company is currently obligated under noncancelable operating leases for its
Dallas office and a corporate apartment, both of which expire in October 2002.
The office lease also provides for payment of the Company's share of operating
costs. Minimum future rental payments required under the above operating leases
total $44,100. During the year ended December 31, 2001, rent expense totaled
$5,534.

F-9

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Litigation
- ----------

The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. Management does not believe that the outcome of
any of those matters will have a material adverse effect on the Company's
consolidated financial position, operating results or cash flows.

Employment agreements
- ---------------------

The Company is currently obligated under three employment agreements with
officers for annual compensation of $346,000 (to be raised to $400,000 in the
event the Company conducts a successful IPO) and discretionary bonuses to be
determined by the Company's board of directors. The agreements expire through
October 2011 and contain various renewal provisions. At December 31, 2001,
$62,500 was accrued and payable under these agreements. In addition, the
agreements granted the officers options to purchase 1,500,000 common stock
shares (Note 7).

Purchase commitments
- --------------------

On October 1, 2001, the Company entered into a distributorship agreement, which
granted the Company the right to purchase humidity control panels at prices and
terms as published periodically by the distributor and the right to display,
promote and sell the products to customers located within a sales territory
defined as the contiguous United States and Canada excluding a one hundred mile
radius around the city of Los Angeles and excluding the state of Hawaii. The
agreement is for a period of five years and automatically renews for consecutive
three-year terms unless a 30-day notification to the contrary is given. The
Company also has the right of first refusal to enter into additional
distributorship agreements for the rights to foreign markets on an as `deemed
and necessary basis.'

In exchange for these rights, the Company is required to purchase a minimum of
20,000 panels at prices ranging from $15 to $17 per panel during the calendar
year ending December 31, 2002.

In addition, as a part of the distributorship agreement, the Company acquired a
1% interest in the mineral rights to the sorbite mineral used in the humidity
control panels (Note 2).

International sales distributor agreement
- -----------------------------------------

On October 1, 2001, the Company entered into an international distributor
agreement, which granted an Austrian based company the right to purchase the
Company's commercial products at prices and terms as published periodically by
the Company and the right to display, promote and sell the products to customers
located within Austria. The agreement is for a period of three years and
automatically renews for consecutive one-year terms unless a 30-day notification
to the contrary is given. The agreement also requires purchases of the Company's
commercial products totaling $300,000, $400,000 and $500,000 during the
twelve-month periods ending October 31, 2002, 2003, and 2004, respectively.

F-10

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INCOME TAXES

The Company accounts for corporate income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109. Under SFAS No. 109, deferred tax
assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. In addition,
future tax benefits, such as those from net operating loss carry forwards, are
recognized to the extent that realization of such benefits is more likely than
not. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

A reconciliation of income tax expense at the statutory federal rate of 34% to
income tax expense at the Company's effective tax rate for the year ended
December 31, 2001 is as follows.

Tax benefits computed at statutory rate $ (67,309)
Increase in valuation allowance 66,674
Permanent differences 635
-----------

$ -
===========

As of December 31, 2001, the Company has approximately $198,000 of net operating
loss available to offset future taxable income. This carry forward expires in
the year 2021. This net operating loss carry forward creates the only component
of the Company's deferred tax asset in the amount of $67,674, which is fully
offset by a valuation allowance. There are no deferred tax liabilities.

6. RELATED PARTIES

Advances to AIG
- ---------------

During the year ended December 31, 2001, the Company made cash operating
advances of $20,000 to AIG (Note 1). Prior to October 13, 2001, the Company was
wholly owned by AIG. The advances bear interest at 7.0%, secured by an
automobile, are due March 7, 2002 and may be repaid in cash or by the issuance
of AIG's common stock. At December 31, 2001, $116 of interest had accrued.

Advances from stockholder
- -------------------------

During the year ended December 31, 2001, the Company received cash operating
advances of $20,000 from a stockholder, director and officer of the Company. The
advances are non-interest bearing, unsecured and due upon demand as funds are
available.

F-11

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. STOCK OPTION PLANS

During the year ended December 31, 2001, the Company issued stock options to
purchase 1,500,000 common stock shares to two officers (Note 4) and adopted the
intrinsic value method of accounting for these stock options. The options for
500,000 common stock shares become exercisable after October 1, 2002, expire
October 1, 2004 and are exercisable at a price of 80% of the then current market
price per share. The options for 1,000,000 common stock shares expire October 1,
2006 and are exercisable at a price of $.01 per share. Because the Company is
not currently a public company and there is no organized market for its common
stock, the options were valued based upon management estimates excluding any
volatility factors and results in compensation expense that is not material.
Accordingly, no compensation was recognized in the accompanying financial
statements for the issuance of these options.

The following pro forma disclosures reflect the Company's net loss per share
amounts assuming the Company accounted for stock options granted using the fair
value method pursuant to Statement of Financial Accounting Standards No. 123.
The fair value of each option granted was estimated on the date of grant at
minimum value.

Year Ended
December 31, 2001
-----------------

Pro forma net loss $ (201,967)

Pro forma net loss per share $ (.027)

During the year ended December 31, 2001, the Company also issued 1,071,834
common stock shares in exchange for services. These services were recorded at
their fair value of $1,072 and were charged to expense.

8. FINANCIAL INSTRUMENTS

The Company's financial instruments, which potentially subject the Company to
credit risks and none of which are held for trading purposes, consist of its
cash, accounts and advances receivable, notes payable and convertible
debentures.

Cash
- ----

The Company maintains its cash in bank deposit and other cash equivalent
investment accounts, which, at times, may exceed federally insured limits. The
Company has not experienced any losses in such accounts, and does not believe it
is subject to any credit risks involving its cash. At December 31, 2001, $21,342
of the Company's cash, was in excess of federally insured limits.

F-12

HUMITECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts and advances receivable
- --------------------------------

The Company's accounts and advances receivable (Note 3) represent sales not
collected at the end of the year and a secured receivable from a related party.
Management believes these accounts and advances receivable are fairly stated at
estimated net realizable amounts.

Note payable
- ------------

Management believes the carrying value of this note (Note 4) represent the fair
value of these financial instruments because their terms are similar to those in
the lending market for comparable loans with comparable risks.

9. SUBSEQUENT EVENTS

During April and May 2002, the Company issued 3,683,341 common stock shares to
officers and directors in exchange for services at a per share fair value of
$.01.

F-13

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under specified circumstances, including indemnification of
these persons against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.1.

In addition, Section 78.037 of the Nevada Revised Statutes and
Humitech(TM)'s Articles of Incorporation and Bylaws provide that a director of
this corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as a director
except for liability (a) for acts or omissions not in good faith which involve
intentional misconduct, fraud or a knowing violation of law; or (b) for the
payments of distribution in violation of Nevada Revised Statute 78.300.

The effect of these provisions may be to eliminate the rights of
Humitech(TM) and its stockholders (through stockholders' derivative suit on
behalf of Humitech(TM) to recover monetary damages against a director for breach
of fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (a) -
(b) of the preceding paragraph.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. Humitech(TM) shall bear all these expenses. All
amounts set forth below are estimates, other than the SEC registration fee.

SEC Registration Fee $ 685.42
Legal Fees and Expenses $25,000.00
Accounting Fees and Expenses $15,000.00
Miscellaneous $10,000.00
-----------
TOTAL $50,685.42

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On October 1, 2001, in connection with Humitech(TM)'s distributorship agreement,
Humitech(TM) issued 200,000 common stock shareS at $1.00 per share in exchanges
for a 1% interest in the mineral rights to the sorbite mineral used in the
humidity control panels.

During the year ended December 31, 2001, Humitech(TM) issued stock options to
purchase 1,500,000 common stock shares to two officers under its stock plan.
Options for 500,000 common stock shares become exercisable after October 1,
2002, expire October 1, 2004 and are exercisable at a price of 80% of the then
current market price per share. Options for 1,000,000 common stock shares expire
October 1, 2006 and are exercisable at a price of $.01 per share. Because
Humitech(TM) is not currently a public company and does not have an organized
market for its common stock, the options were valued based upon management
estimates.

Beginning December 31, 2001, Humitech(TM) conducted a private placement whereby
it sold 849,100 shares of its common stock at a price of $1.00 per share to
approximately forty-eight investors.

During the year ended December 31, 2001, Humitech(TM) issued 1,071,834 common
stock shares in exchange for services. These services were recorded at their
fair value of $1,072 and were charged to expense.

On March 1, 2002, Humitech(TM) issued 100,000 shares of common stock for
professional services to an investment relations firm.

During April and May 2002, Humitech(TM) issued 3,683,341 common stock shares to
officers and directors in exchange foR services at a per share fair value of
$.01.

Exemption from registration under the Securities Act of 1933 ("Act") is claimed
for the sale of these securities in reliance upon the exemption offered by
Section 4(2) of the Act, which exempts transactions by issuers not involving a
public offering. Use of this exemption is based on the following facts:

o Neither Humitech(TM) or any person acting on behalf of Humitech(TM)
solicited any offer to buy or sell the securities BY any form of
general solicitation or advertising;
o The purchasers represented that they were acquiring the securities as a
principal for their own account for investment purposes only and
without a view towards distribution or reselling these securities
unless pursuant to an effective registration statement or exemption
from registration in compliance with federal or state securities laws;
and
o The securities were issued with the understanding that they may only be
disposed of pursuant to an effective registration statement or
exemption from registration in compliance with federal or state
securities laws.

AVAILABLE INFORMATION

Humitech(TM) will file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document Humitech(TM) files with the Commission at the
Commission's Public Reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the Commission at 1-800-SEC-0330 for further information on
the public reference room. Humitech(TM)'s Commission filings are also available
to the public at the Commission's web site at http://www.sec.gov.

You may also request a copy of these filings, at no cost, by writing or
telephoning as follows:

Humitech(TM) International Group, Inc.
15851 Dallas Parkway, Suite 410
Addison, TX 75001
(972) 490-9393

This prospectus is part of a registration statement on Form SB-2
Humitech(TM) filed with the SEC under the Securities Act. You should rely only
on the information or representations provided in this prospectus. Humitech(TM)
has not authorized anyone to provide you with different information other than
the information contained in this prospectus. Humitech(TM) is not making an
offer of these securities in any state where the offer is not permitted.

ITEM 27. EXHIBITS

The following is a list of exhibits required by Item 601 of Regulation
S-B that are filed or incorporated by reference. The exhibits are attached
hereto and are being filed with the SEC as part of this registration statement.

Exhibit
Number Description of Exhibits
- --------------------------------------------------------------------------------

3(i)(a) Articles of Incorporation of Airsopure International Group, Inc.

3(i)(b) Certificate of Amendment to Articles of Incorporation of Airsopure
International Group, Inc.

3(ii) Bylaws of Humitech(TM) International Group, Inc.

4 Form of Common Stock Certificate of Humitech(TM) International Group,
Inc.

5 Opinion of Weed & Co. L.L.P. re: Legality

10.1 Humitech, Inc. Distributor Agreement dated October 1, 2001 with HUMICO,
Inc.

10.2 Humitech, Inc. International Distributor Agreement dated October 1,
2001 with Brown & Lampe

10.3 Lease Agreement between Utah State Retirement Investment Fund, as
Landlord, and Humitech, Inc., a Nevada Corporation, as Tenant

10.4 Employment Agreement with C.J. Comu

10.5 Employment Agreement with Michael Davis

10.6 Employment Agreement with Mike Ryan

10.7 Humitech(TM) International Group, Inc. 2002 Company-Wide Stock Option
Plan

10.8 Letter of Agreement for Franchise Program Assistance

10.9 Service Agreement with Buyside Partners LLC

21 Subsidiaries of Humitech(TM) International Group, Inc.

23.1 Consent of Independent Auditors, Turner, Stone & Company, L.L.P.

23.2 Consent of Weed & Co. L.L.P.

99 Section 78.7502 of the Nevada Revised Statutes

ITEM 28. UNDERTAKINGS.

Humitech(TM) undertakes to:

(a)(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement; and

(iii) Include any additional or changed material information on the plan of
distribution not previously disclosed in the registration statement or any
material change to the information provided.

(2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of these
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advise that in the opinion of the
Securities and Exchange Commission indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Addison,
State of Texas, on May 15, 2002.

Humitech(TM) International Group, Inc.

By: /s/ Michael R. Davis
------------------------------
Name: Michael R. Davis
Title: Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/C.J. Comu Chairman, Chief Executive Officer
- ------------ and Director May 15, 2002
C.J. Comu

/s/Michael R. Davis Chief Financial Officer (Principal
- ------------------- Accounting Officer) and Director May 15, 2002
Michael Davis

/s/Pierre Koshakji Director May 15, 2002
- ------------------
Pierre Koshakji