As filed with the Securities and Exchange
Commission on October 30, 2001 Registration No.333-

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MEDI-HUT CO., INC.
(Name of issuer in its charter)

Delaware 5122 222-436-721
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)

1935 Swarthmore Ave.
Lakewood, New Jersey 08701
(732) 901-0606
(Address and telephone number of registrant's principal executive offices
and principal place of business)
____________________________________

Joseph A. Sanpietro, President
1935 Swarthmore Ave.
Lakewood, New Jersey 08701
(732) 901-0606
(Name, address and telephone number of agent for service)
_______________________________

Copies to:

Cindy Shy, Attorney
Cindy Shy, P.C.
525 South 300 East
Salt Lake City, Utah 84111
(801) 323-2392

Approximate date of commencement of proposed sale to the public:
As soon as practicable 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, please 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(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
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Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to To be Price Per Offering Registration
be Registered Registered (1) Unit (2) Price Fee
---------------- ------------------- ------------ ------------- --------------

Common Stock 1,850,000 $ 8.20 $ 15,170,000 $ 3,792.50

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(1) This registration statement covers the resale by certain selling
stockholders of up to an aggregate of 1,850,000 shares of the
registrant's common stock, par value $0.001. Of the aggregate amount,
1,250,000 shares are owned by the selling stockholders and 600,000 shares
may be acquired by a certain selling stockholder upon the exercise of
warrants. In order to prevent dilution, if there is a stock split, stock
dividend or similar transaction involving the registrant's common stock,
the number of shares registered hereunder will automatically be increased
to cover the additional shares in accordance with Rule 416(a) under the
Securities Act.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act, based on the
average of the bid and asked prices of the registrant's common stock as
of October 25, 2001.

Medi-Hut hereby amends the registration statement on such date or dates as may
be necessary to delay its effective date until we shall file a further
amendment which specifically states that this registration statement shall
become effective in accordance with Section 8(a) of the Securities Acts of
1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to Section 8(a), may determine.

PROSPECTUS

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| SUBJECT TO COMPLETION |
| |
| The information in this prospectus is not complete and may be changed. |
| We 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. |
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MEDI-HUT CO., INC.
a Delaware corporation

1,850,000 shares of common stock, par value $.001

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

Investing in the common stock involves a high degree of risk.
See "Risk Factors" beginning on page 4.
______________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined
if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

__________________

Prospectus dated October 29, 2001

TABLE OF CONTENTS

Prospectus Summary........................................................ 3
Risk Factors.............................................................. 4
Use of Proceeds........................................................... 6
Market For Common Equity.................................................. 6
Management's Discussion And Analysis...................................... 8
Business.................................................................. 13
Property.................................................................. 18
Legal Proceedings......................................................... 18
Management................................................................ 19
Principal Stockholders.................................................... 21
Selling Stockholders...................................................... 23
Description of Securities................................................. 23
Plan of Distribution...................................................... 25
Interest of Named Experts And Counsel..................................... 25
Commission's Position on Indemnification For Securities Act Liability..... 26
Available Additional Information.......................................... 26
Changes In And Disagreements With Accountants............................. 26
Index to Financial Statements............................................. 27

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Medi-Hut has filed this a registration statement on Form SB-2 to
register the Medi-Hut common stock to be sold by the selling stockholders. As
allowed by the Securities and Exchange Commission ("SEC") rules and
regulations, this prospectus does not contain all the information provided in
the registration statement. That information is available without charge to
you upon written or oral request. In addition, Medi-Hut undertakes to respond
to requests for the information within one business day of receipt of the
request. Medi-Hut will send the copies of the document by first class mail or
other equally prompt means. You must address your request to:

Investor Relations
Medi-Hut Co., Inc.
1935 Swarthmore Ave.
Lakewood, New Jersey 08701

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

PROSPECTUS SUMMARY

Medi-Hut Co., Inc.
1935 Swarthmore Ave.
Lakewood, New Jersey 08701
(732) 901-0606

The Company. We wholesale name brand drugs, medical products, our Elite
Safety Syringe, our "Elite" brand private label medical products and our
"Tru-Choice" over-the-counter drugs. These products are provided to us by
various suppliers and we sell these products through drug wholesalers who then
sell the products to pharmacies and through mail order. We plan to expand our
operations to include manufacturing of our 3cc Elite Safety Syringe within the
next ninety (90) days. Further discussions of our business and operations can
be found in the "Management's Discussion and Analysis" starting on page 8 and
the "Business" section starting on page 13.

The following table sets forth certain selected financial data of
Medi-Hut for the nine month period ended July 31, 2001, and the fiscal years
ended October 31, 2000 and 1999. We have funded our cash requirements
primarily through revenues and sales of our common stock. We have required
little short term debt financing and management expects that the capital
raised by recent private placements will satisfy our present requirements for
working capital and capital expenditures for the next twelve months. The
information contained in the following table should be read in conjunction
with the "Management's Discussion and Analysis" starting on page 8 and the
historical financial statements and related notes included elsewhere in this
prospectus.

Nine Month
Period Ended Year ended October 31,
Operations July 31, 2001 2000 1999
---------- ------------- ------------- -------------
Net sales $ 7,285,362 $ 8,130,696 $ 4,758,268
Gross profit 1,047,511 734,353 490,905
Total operating expenses 535,378 498,835 581,346
Net income (loss) 350,827 235,000 (87,186)
Net (loss) per common share 0.03 0.02 (0.01)

Financial Position
------------------
Current assets $ 5,523,541 $ 2,908,632 $ 1,812,701
Current liabilities 1,934,136 2,016,444 477,594
Total assets 7,475,318 3,572,298 1,839,200
Stockholders equity 5,541,182 1,555,854 1,361,606

The Offering. Medi-Hut is registering for resale an aggregate of
1,850,000 common shares as a result of certain agreements with certain selling
stockholders. Pursuant to a registration rights agreement between Medi-Hut
and Empire Fund Managers, LLC, we are registering 1,200,000 common shares
related to units sold in a private placement. We are also registering another
275,000 shares pursuant to "piggy back" registration rights related to a
private placement we started in September 2001. In addition, we are
registering 375,000 common shares held by our management. Of the 1,850,000
total shares being registered, 600,000 shares are underlying common shares for
warrants granted to Empire Fund (See, "Selling Stockholders - Transactions
Related to the Offering," starting on page 24.)

We will not receive any of the proceeds from the resale of the 1,850,000
shares which are being registered. These shares will be sold from time to
time and at the total discretion of the selling stockholders. See, the "Plan
of Distribution" starting on page 25 for further details on the rights of the
selling stockholders in regards to the manner of any sales. We may receive
proceeds from the exercise of any and all of the 600,000 warrants. If all of
the warrants are exercised we may receive proceeds of approximately
$4,050,000. We intend to use these proceeds for

working capital.

Shares of common stock offered by selling stockholders 1,850,000
Common stock outstanding after the offering 15,033,800
Common stock owned by selling stockholders after the offering 3,255,200

RISK FACTORS

Potential investors should carefully consider the following risk
factors before deciding to buy our common stock. Each investor should also
consider the other information in this prospectus. If any of the following
risks actually occur, our business, financial condition, operating results or
cash flows, could be materially adversely affected. This could cause the
trading price of our common stock to decline, and the investor may lose part
of or all of the investment.

RISKS RELATED TO OUR BUSINESS

We have recorded net income in our most recent fiscal year, but
consistently incurred net losses in prior years. We recorded a net income of
$235,000 for fiscal year 2000; however, we had posted net losses for previous
years. We have financed ourselves through revenues, loans and sales of our
common stock.

Our quarterly results could fluctuate and we cannot be certain that
future results will be similar to past results. We do not believe that
period-to-period comparisons of our results of operations will necessarily
provide investors with meaningful data for the foreseeable future because of
variations in our operations. We recently acquired and consolidated
operations with our wholly owned subsidiary which has resulted in restated
financial statements that reflect the consolidation. Our operating results in
the future may vary significantly, depending on factors such as revenue from
product sales, variations in product lines, changes in our operating expenses,
changes in our business strategy, and other general economic factors. Our
revenues will also be difficult to forecast because the markets for our
products are evolving and our revenues in any period could be significantly
affected by new product announcements or product launches by our competitors.

We are subject to intense competition and we may not be able to compete
successfully in the market. We estimate that we have less than a 1% market
share. We compete with companies large and small who wholesale over-the
counter drugs, name brand drugs, and medical products. (See, "Business -
Competition," on page 13.) We also compete with companies who manufacture and
sell safety syringes. Many of these companies have brand name recognition and
significantly greater financial, technical, marketing, and managerial
resources. The primary factors which allow us to remain in the market is the
price and quality of our products. We expect competition to persist,
increase, and intensify in the future as the markets for our products develop
and as additional competitors enter our market. Our success in establishing
our Elite Safety Syringe, Elite name brand medical products and Tru-Choice
Drugs as a recognized brand name and achieving their acceptance in the market
will depend in part on our ability to continually deliver a quality product at
a competitive price.

We depend upon our patent and proprietary rights, none of which can be
completely safeguarded against infringement. Our ability to compete
effectively will depend, in part, upon our ability to protect our Elite Safety
Syringe patent. (See "Patent, Trademark, License and Intellectual Property,"
on page 16.) Competition in our market is intense and our competitors may
independently develop or obtain patents on syringes that are substantially
equivalent or superior to ours. Intellectual property rights, by their
nature, are uncertain and involve complex legal and factual questions. We may
unknowingly infringe upon the proprietary rights of others, thereby exposing
us to significant liability and/or damages. We are not aware of any third
party intellectual property rights which would prevent us from marketing and
developing our Elite Safety Syringe although such rights may exist. If we
were to inadvertently infringe upon the intellectual property of another
party, we could be forced to seek a license to those intellectual property
rights, alter the products or processes so they no longer infringe upon those

rights, or engage in litigation. If we were required to attempt to obtain a
license to another party's proprietary rights, our efforts would be expensive,
and might be unsuccessful.

We are dependent upon customers who may leave us at any time. We do not
enter into long-term agreements with our customers and in the event one or
more of our major customers were to use other wholesalers, we could experience
a substantial drop in revenues.

We may be subject to risks associated with global operations, including
fluctuating currency exchange rates and political instability. We are in the
process of establishing a manufacturing facility in Seoul, Korea and have
entered into agreements with suppliers located in Korea. As a result, our
future revenues may be affected by the economies of these countries. In
addition, international operations are subject to a number of risks,
including: longer payment cycles, unexpected changes in regulatory
environments, import and export restrictions and tariffs, difficulties in
staffing and managing international operations, greater difficulty or delay in
accounts receivable collection, potentially adverse recessionary environments
and economies outside the United States, and political and economic
instability.

RISKS RELATED TO THE OFFERING

The future sale of common stock could pose investment risks, including
substantial dilution to our stockholders. The market price of our common
stock could drop as a result of sales of the common stock in the market after
the effective date of this registration statement or the perception that such
sales could occur. This event could also make it more difficult for us to
raise funds through future offerings of our common stock. As of this filing
we have authorized approximately 14,433,800 shares of outstanding common
stock. If all warrants are exercised shortly after the effective date of this
registration statement, it is possible that we will have 15,033,800 shares
outstanding, with approximately 10,327,954 shares freely transferable without
restriction or further registration under the Securities Act of 1933 (the
"Securities Act"). Approximately 4,013,500 shares of our common stock are
held by our "affiliates," as defined under Rule 144 of the Securities Act, and
are "restricted securities," as defined under Rule 144. The Rule 144 common
stock held by our affiliates may be sold in the future without further
registration under the Securities Act to the extent those sales are permitted
by Rule 144 or any other exemption under the federal securities laws.

Investors may have difficulty selling our shares. There has not been a
large public market for our common stock and it has traded on the Nasdaq
SmallCap Market only since July 2001. We do not know the extent to which
investor interest in our stock will lead to the development of an active
trading market for our stock or how liquid that market might be. Investors
may be unable to sell their Medi-Hut common stock at or above the price they
paid for their Medi-Hut common stock.

We have not paid dividends. We have not paid cash nor stock dividends
on our common stock. We intend to retain future earnings to finance our
growth and development and do not plan to pay cash or stock dividends in the
foreseeable future.

NOTE ABOUT FORWARD LOOKING STATEMENTS

This prospectus contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this prospectus that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Medi-Hut's control. These factors include but are not limited to economic
conditions generally and in the industries in which Medi-Hut may participate;
competition within Medi-Hut's chosen industry, including competition from much
larger

competitors; technological advances and failure by Medi-Hut to successfully
develop business relationships.

USE OF PROCEEDS

We are registering the shares for the benefit of the selling
stockholders and they will sell the shares from time to time under this
prospectus. We will not receive the proceeds from the resale of the 1,850,000
shares to be sold by the selling stockholders. The selling stockholders are
not obligated to exercise their warrants, and there can be no assurance that
they will exercise all or any of them. If they exercise all of the warrants
we could receive approximately $4,050,000 in proceeds. We intend to use the
proceeds from the warrants for working capital, which may include payment of
salaries, rent, research and development, construction of a manufacturing
facility, purchase of inventory and marketing expenses. We will pay all the
costs of this offering, with the exception of the costs incurred by the
selling stockholders for their legal counsel and the costs they may incur for
brokerage commissions on the sale of their shares.

MARKET FOR COMMON EQUITY

In July 2001 our common stock began trading on the Nasdaq SmallCap
Market under the symbol "MHUT." Prior to our Nasdaq listing, our common stock
traded over-the-counter and was quoted on the NASD OTC Electronic Bulletin
Board under the symbol "MHUT." The following table presents the range of the
high and low bid prices of our stock as reported by the Nasdaq Trading and
Market Services for each fiscal quarter for the last two fiscal years ending
October 31st and for the nine month period ended July 31, 2001. These
quotations represent prices between dealers and may not include retail
markups, markdowns, or commissions and may not necessarily represent actual
transactions.

Fiscal Year Quarter Ended High Low
------------- ------------- ------- -------
1999 January 31st $ 0.53 $ 0.13
April 30th 0.41 0.23
July 31st 0.94 0.20
October 31st 2.75 0.84

2000 January 31st $ 4.69 $ 1.53
April 30th 6.81 3.53
July 31st 5.63 3.00
October 31st 6.31 2.75

2001 January 31st $ 8.65 $ 4.66
April 30th 7.09 4.34

July 31st 8.98 5.64

There were approximately 264 stockholders of record as of October 26,
2001. As of the date of this filing, we believe 8,477,954 shares may be
traded without restriction or further registration under the Securities Act.
We have warrants outstanding to purchase 600,000 common shares at an exercise
price of $6.75, expiring through October 2003. The remaining common shares
held by our existing shareholders are "restricted securities," as that term is
defined under Rule 144 of the Securities Act. Restricted securities may be
sold in the public market only if they are registered or if they qualify for
an exemption from registration under Rule 144 or otherwise.

DIVIDENDS

We have not paid cash or stock dividends and have no present plan to
pay any dividends, intending instead to reinvest our earnings, if any. For
the foreseeable future, we expect to retain any earnings to finance the
operation and expansion of our business. In addition, it is anticipated that
the terms of future debt and/or equity financing may restrict the payment of
cash dividends. Therefore, the payment of any cash dividends on the common
stock is unlikely. However, payment of future dividends will be determined
from time to time by our Board of Directors, based upon our future earnings,
financial condition, capital requirements and other factors. We are not
presently subject to any restriction on our present or future ability to pay
any dividends.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis should be read in conjunction with
our financial statements and notes which are included at the end of this
prospectus. (See, "Financial Statements," below.) We wholesale name brand
drugs, medical products, over-the-counter drugs and anti-stick safety
syringes.

Acquisition Treatment: In April 2000, in an arm's length transaction,
Medi-Hut acquired Vallar Consulting, a privately held New York corporation in
the business of selling over-the-counter and name brand pharmaceuticals to
distributors and wholesalers nationwide. Vallar had been one of our major
customers during our 1999 fiscal year representing $120,211, or 9.4%, of our
total revenues. Pursuant to the agreement, dated January 10, 2000, we issued
350,000 common shares valued at $1,340,500 to Lawrence Marasco, the sole owner
of Vallar. The parties negotiated the acquisition price for Vallar rather
than using typical valuation models. Vallar's value was established at
approximately $1.3 million based upon posted revenues in excess of $3.5
million during its 1999 fiscal year, anticipated sales over a five year
period, Mr. Marasco's 26 to 27 years of experience in the industry and the
value of Vallar's client base. The assets involved in the transaction were
primarily accounts receivable since Vallar did not own physical plants,
equipment or property.

The acquisition was treated as a pooling of interests for accounting
purposes and Vallar became our wholly-owned subsidiary. The acquisition was
structured as a tax free stock-for-stock exchange pursuant to Section
368(a)(1)(B) of the Internal Revenue Code of 1986 as amended. Subsequently,
Vallar was dissolved and all assets, liabilities and equity were recorded on
our books and our financial statements have been restated to reflect these
allocations.

Joint Venture: On November 16, 2000, we entered into a joint venture
with COA International Industries, Inc., a Korean corporation. The parties
agreed to form Medi-Hut International as a Korean company to manage the
production facility. On February 14, 2001 we received notice that Medi-Hut
International (Mfg) Co., Ltd. ("Medi-Hut International") received Korean
government approval and registration. Medi-Hut has a 44% ownership interest
in the entity and management believes this interest will allow greater control
of the manufacture and distribution of the Elite Safety Syringe.

RESULTS OF OPERATIONS

The following table summarizes our results of operations for the three
and nine month periods ended July 31, 2001 and 2000 and the fiscal years ended
October 31, 2000 and 1999. The results of operations for the three month
period ended July 31, 2001, are not necessarily indicative of result to be
expected for any subsequent period.

Three Months Ended July 31, Nine Months Ended July 31, Years Ended October 31,
2001 2000 2001 2000 2000 1999
------------- ------------- ------------- ------------- ------------- -------------
(Restated)

Net Sales $ 2,771,376 $ 1,975,516 $ 7,285,362 $ 5,470,566 $ 8,130,696 $ 4,758,268
Cost of Sales 2,363,940 1,650,215 6,237,851 4,807,432 7,396,343 4,267,363
------------- ------------- ------------- ------------- ------------- -------------
Gross Profit 417,436 325,301 1,047,511 663,134 734,353 490,905

Selling, General
& Administrative
Expenses 222,750 111,028 535,378 389,603 498,835 581,346
------------- ------------- ------------- ------------- ------------- -------------

Operating Income
or (Loss) 194,687 214,273 512,134 273,531 235,518 (90,441)

Other Income
(Expense) 36,318 15,670 51,672 43,172 62,146 3,555
------------- ------------- ------------- ------------- ------------- -------------

Provision for
Income Taxes 81,665 80,252 212,978 85,033 62,664 300
------------- ------------- ------------- ------------- ------------- -------------
Net Income
(loss) $ 149,340 $ 149,691 $ 350,827 $ 231,670 $ 235,000 $ (87,186)

Earnings
(Loss) per
common share $ 0.02 $ (0.01)

NINE MONTHS ENDED JULY 31, 2001 COMPARED TO NINE MONTHS ENDED JULY 31, 2000
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Net Sales. We realize revenue when products are shipped and title
passes to our wholesalers. Sales are net of returns, which have historically
been less than 2% of gross sales. Net sales were $2,771,376 for the third
quarter of 2001 and $7,285,362 for the nine month period ended July 31, 2001.
The nine month figure represents a $1,814,796 increase over the same period
last year. The increase in sales was primarily the result of sales of name
brand pharmaceuticals and our Elite Safety Syringe.

Cost of Sales. Costs of sales primarily consists of the cost of the
products purchased from third-party vendors and shipping costs. Total cost of
sales as a percentage of net sales increased for the comparable quarter but
decreased for the nine month period. Such costs were 84.9% of net sales for
the third quarter of 2001 compared to 83.5% of net sales for the third quarter
of 2000, but were 85.6% for the 2001 nine month period compared to 87.9% for
the nine month period of 2000. The overall improved costs of sales are
reflective of the greater profit margin of the Elite Safety Syringe. Despite
the increase in costs of sales and aided by increased revenues, our gross
profit increased by $92,135 in the third quarter of 2001 compared to the third
quarter of 2000, and increased $384,377 in the 2001 nine month period compared
to the 2000 nine month period.

Selling General and Administrative. These expenses include employee
salaries and benefits, employee travel expenses, advertising, office expenses
and occupancy costs. These expenses increased $111,722 in the third quarter
of 2001 compared to the third quarter of 2000 due primarily to the hiring of a
Chief Financial Officer and general increases in salaries, product liability
insurance premiums, consulting, NASDAQ fees and annual meeting/report
expenses. In the nine month period of 2001 compared to the nine month period
of 2000, general and administrative expenses increased $145,775. Such
expenses were 7.3% of net sales in the 2001 nine month period compared to
7.1% of net sales for the comparable 2000 period. The increase in general and
administrative expenses resulted in our income from operations decreasing
$19,586 in the 2001 third quarter compared to the 2000 third quarter, and an
increase of $238,603 in the 2001 nine month period compared to the same
period in 2000.

We recorded total other income, net of other expenses, of $36,318 for
the 2001 third quarter compared to $15,670 for the third quarter of 2000. For
the nine month period of 2001 we recorded total other income, net of other
expenses, of $51,672 compared to $43,172 for the same period in 2000. The
increases in 2001 compared to 2000 were due primarily to additional interest
income from cash reserves and promissory notes receivable from exercised
common stock purchase warrants.

Our income taxes increased $1,413 in the third quarter of 2001 and
$127,945 for the nine month period as a result of our increased net income.

Our net income, after tax, decreased $351 in the 2001 third quarter and
increased $119,157 in the 2001 nine month period compared to 2000 comparable
periods. As a result, we posted a net income per share of $0.03 compared to
an income per share of $0.02 for the 2000 nine month period.

YEARS ENDED OCTOBER 31, 2000 AND 1999

Net Sales. Net sales increased $3,372,428 from fiscal year 1999
compared to the 2000 fiscal year. The increase in net sales for the 2000
fiscal year was primarily a result of increased sales of name brand drugs and
medical products.

Cost of Sales. During fiscal year 2000 as sales increased the cost of
sales has also increased from 89.7% of net sales in 1999 to 91.% of net sales
in 2000. The increased costs are due to the smaller profit margin of the name
brand drugs which accounted for 71.2% of our revenues.

Selling, General and Administrative. In fiscal year 2000 these expenses
decreased $82,511 from fiscal year 1999. The decrease in expenses resulted
primarily from reduced travel and office expenses and reduced occupancy costs.

Other Income (Expense). We recorded interest income of $62,146 for
fiscal year 2000 compared to interest income of $8,109 for the 1999 fiscal
year. This income is primarily from investments in commercial paper. The
income was offset by a $4,554 interest expense incurred on our line of credit
during fiscal year 1999.

Income Taxes. We had $127,931 available net operating loss carry
forwards as of October 31, 2000. We may use these carry forwards to reduce
our Federal taxable income and tax liabilities in future years. The carry
forwards will be used in full on our October 31, 2000 corporate tax return.

Net Income (Loss). We posted a net income for the 2000 fiscal year
compared to a net loss for the 1999 fiscal year. The acquisition of Vallar
and sales of name brand drugs coupled with a reduction in selling, general and
administrative expenses were the primary reasons for the net income.

YEARS ENDED OCTOBER 31, 1999 AND 1998

Due to the acquisition and consolidation of Vallar, the financial
statements for the fiscal year ended 1999 reflect the combined entities
whereas the financial statements for the fiscal year 1998 are Medi-Hut's only.
The following discussions reflect this consolidation. Accordingly, we believe
a comparison of the results of our operations on a year-by-year basis is of
limited benefit.

Net Sales. Net sales increased from $779,537 in 1998 to $4,758,268 in
1999. This increase in net sales was a result of the acquisition of Vallar.
However, net sales were low during fiscal year 1998 because we lost a major
customer due to that company's change in ownership and the new management's
decision to use a manufacturer who produced syringes in the United States.
The loss of this customer represented approximately $375,000 in sales.

Cost of Sales. During fiscal year 1999 costs of sales were $4,267,363
compared to $552,173 in 1998. Cost of sales were 70.8% of net sales in 1998
compared to 89.7% of net sales in 1999. The increased costs are due to the
smaller profit margin of the name brand drugs.

Selling, General and Administrative. In fiscal year 1999, selling,
general and administrative expenses were $581,346 compared to $271,162 in
1998. The increase in expenses resulted primarily from increased accounting
and legal expenses, increased officer and employee salaries and increased
insurance expenses.

Net Income (Loss). We posted a net loss of $45,997 in 1998 compared to
a net loss of $87,186 in 1999. Despite an increase in sales, our gross profit
was smaller due to the costs of sales.

FACTORS AFFECTING FUTURE PERFORMANCE

Management believes the following factors will affect our future results of
operations:
1) Maintenance of our market share due to pricing our products below
our competitors prices;
2) Continued concern of the public and government entities about
sexually transmitted diseases;
3) Changes in federal and state regulations which will require use of
safety syringes by health care workers;
4) Enactment of the Needlestick Safety and Prevention Act in November
2000 and legislation in 16 states

require the use of anti-stick syringes.

QUARTERLY TRENDS

We do not anticipate experiencing seasonal fluctuations in our
operations because sales of medical supplies is not seasonal in nature.

LIQUIDITY AND CAPITAL RESOURCES

We have funded our cash requirements primarily through revenues and
sales of our common stock. Management anticipates we will continue to meet
our present requirements for working capital and capital expenditures for the
next twelve months from revenues and equity transactions. For the period
ended July 31, 2001, we had $2,746,024 in cash and working capital of
$3,589,409 compared to cash of $502,243 and working capital of $1,192,888 at
the year ended October 31, 2000. We had total current assets of $5,523,541
with total current liabilities of $1,934,136 as of July 31, 2001, compared to
$2,908,632 total current assets and $1,716,444 total current liabilities for
the fiscal year ended October 31, 2000.

As of July 31, 2001, our principal commitments consisted of office and
warehouse space and an automobile lease. Monthly rental payments are
approximately $2,025 per month with total future minimum rental payments of
$13,393 through the fiscal year 2003.

Net cash used by our operating activities was $12,869 for the 2001 nine
month period ended July 31, 2001, compared to $353,644 net cash provided by
operating activities for the comparable 2000 nine month period. Net cash used
by investing activities was $3,500,850 for the 2001 period compared to
$148,435 net cash used by investing activities for the same period in 2000. Of
the 2001 period amount, $1,000,000 is related to our investment of capital
funding in Medi-Hut International (Mfg.) Co., Ltd. under our joint venture
agreement with COA Industrial. In addition, we invested $1,850,000 to
purchase marketable securities, which are unsecured, with terms ranging from
30 to 90 days and fixed interest rates ranging from 4.92% to 5.99% per annum.

Net cash provided by financing activities was $5,757,500 for the 2001
period compared to $34,793 for the 2000 period. The 2001 period increase was
primarily related to proceeds of $1,512,500 from the exercise of 800,000
warrants (which were granted under various agreements and the underlying
common shares registered under the Securities Act of 1933 on January 29, 2001)
and redeemed marketable securities of $1,850,000. In addition, $1,995,000 in
proceeds were realized from the sale of common stock during the 2001 nine
month period. On November 30, 2000, we agreed to sell, in a private
placement, 475,000 units for $1,995,000 to Mid-West First Financial, Inc., an
accredited investor. Each unit consisted of one common share and one warrant
to purchase one common share. The warrants are exercisable for a period of
five years at an exercise price of $5.25. The 475,000 warrants were exercised
during the third quarter 2001 of which the company is holding a note
receivable of $2,493,750 pertaining to the exercise.

During the fourth quarter of the 2001 fiscal year we have conducted
private placements which have resulted in an aggregate of $4,761,250 in
proceeds. Specifically, beginning on September 7, 2001, we conducted a
private placement to qualified purchasers of our common stock. The maximum
offering was 1,000,000 common shares at $5.75 per share, with potential
proceeds of $5,750,000. On October 19, 2001, we terminated the offering after
we had sold an aggregate of 275,000 shares to seven purchasers for $1,581,250.
Pursuant to the private placement memorandum, the purchasers of the shares
sold in the private placement would have the right to include the shares
purchased in the private placement in any registration statement filed by
Medi-Hut within one year from September 7, 2001. Then in October 2001 we
privately sold 600,000 units to Empire Fund for $3,180,000. Each unit
consisted of one common share and a warrant to purchase an additional common
share at $6.75. If the warrants granted as part of the units are exercised,
we may realize an additional $4,050,000 in proceeds. Management believes this
equity funding will satisfy our cash needs for at least that next twelve
months.

FINANCING

We have a $1,750,000 revolving line of credit which expires January 31,
2002. PNC Bank, N.A. makes loans to us at % above the prime interest rate
for the revolving line of credit. This line of credit is secured by all the
assets of Medi-Hut. As of the fiscal year ended 2000 and the third quarter
ended July 31, 2001, there were no amounts outstanding on the line of credit.

On October 4, 1999, we received preliminary approval from the New Jersey
Economic Development Authority for $5.75 million in financial assistance to
build or purchase a manufacturing facility in New Jersey for our Elite Safety
Syringe. Management intends to establish a manufacturing facility in the
United States in order to insure availability of product. We continue to seek
an underwriter for the bonds, however, the New Jersey Authority may not be
able to allocate tax-exempt private activity bonds if it receives financing
requests which exceed its private activity bond caps or if it determines that
other projects should have priority over Medi-Hut's project. We anticipate
that for the present time we will rely on manufacturing facilities located in
Korea to produce our Elite Safety Syringe.

Management anticipates that if additional funds are needed for our
future growth, we may seek additional funding through future securities
offerings which will be effected pursuant to applicable exemptions under
federal and state laws. We will determine the purchasers and manner of
issuance according to our financial needs and the available exemptions. We
also note that if we issue more shares of our common stock our shareholders
may experience dilution in the value per share of their common stock.

BUSINESS

The following description of Medi-Hut's business should be read in
conjunction with the information included elsewhere in this prospectus. This
section contains certain forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from the results
discussed in the forward-looking statements as a result of certain of the risk
factors set forth below and elsewhere in this prospectus.

We wholesale name brand drugs, medical products, our Elite Safety
Syringe, our Elite brand private label medical products and our Tru-Choice
over-the-counter drugs which are provided to us by various suppliers. We sell
our products through drug wholesalers who then sell the products to pharmacies
and through mail order.

HISTORICAL DEVELOPMENT

We were incorporated in the state of Utah as Gibraltor Energy on August
20, 1981. We later changed our name to Indwest, Inc. On January 28, 1998,
Indwest entered into an Agreement and Plan of Reorganization with Medi-Hut
Co., Inc., a New Jersey corporation incorporated on November 22, 1982
("Medi-Hut - New Jersey"). Medi-Hut - New Jersey was involved in the business
of selling wholesale medical supplies. Indwest was the surviving corporation
of the merger and changed its name to Medi-Hut Co. Inc. ("Medi-Hut - Utah").
Pursuant to the merger agreement, the directors and officers of Indwest
resigned and the management of Medi-Hut - New Jersey filled the vacancies, and
the former shareholders of Medi-Hut - New Jersey obtained 55.4% of the voting
power.

On February 2, 1998, Medi-Hut Co., Inc. was incorporated in the state of
Delaware. On February 27, 1998, Medi-Hut - Utah completed a change of
domicile merger with the Delaware Medi-Hut. We currently are a Delaware
corporation holding a Certificate of Authority to do business in the state of
New Jersey.

In April 2000, Medi-Hut acquired Vallar Consulting as a wholly-owned
subsidiary through a stock-for-stock exchange. Vallar was in the business of
selling over-the-counter and name brand pharmaceuticals to distributors and
wholesalers nationwide. Pursuant to the agreement we issued 350,000 common
shares, valued at $1,340,500, in exchange for the outstanding shares of
Vallar. Subsequently, we distributed Vallar's assets to Medi-Hut and
dissolved Vallar.

PRINCIPAL PRODUCTS

Name Brand Drugs. We wholesale name brand drugs which are drugs that
are protected by patent or licensure: for example "Viagra." When a drug is
patented, no other person can produce or sell that drug for twenty years
without the patent owner's permission. In September of 1999 we began to
wholesale Certia XT Caps, Nubain, Terazosin ACL Caps and Viagra. These name
brand drugs were 85.0 % , or $6,200,761, and 71.2%, or $5,790,185,
respectively, of our total revenues for the nine month period ended July 31,
2001 and the 2000 fiscal year.

Medical Products. In April of 1999 we introduced our own "Elite"
brand medical products. Our medical products are manufactured by third-party
suppliers and include syringes, hot and cold packs, gauze bandages, adhesive
bandages and paper products. These products accounted for approximately
22.2%, or $1,803,605, of our revenues during fiscal year 2000.

Elite Safety Syringe. Our newest product is the Elite Safety Syringe
which is our anti-stick safety syringe. Safety syringes are defined as those
products that incorporate features designed to safely cover the sharp needle
with minimal effort and minimize danger to the user by preventing accidental
needle sticks. There are two types of anti-stick syringes: 1) Active device -
this product demands that the user in some way make a physical movement to
activate the device after the injection and prior to disposal; 2) Passive
device - this product activates automatically after injection and should be
designed not to interfere with the normal injection procedure. We hold a
patent for the Elite Safety Syringe which is a passive device that
incorporates a transparent sleeve into which the needle will

automatically retract after use. Unlike many anti-stick syringes that are now
in the marketplace, our Elite Safety Syringe can be activated using a one hand
technique. We believe our Elite Safety Syringe will decrease accidental
needle sticks of medical service providers.

In October of 2000 we started production of the Elite Safety Syringe in
a FDA (Food and Drug Administration) registered and ISO 9002 approved facility
in Korea (See, "Government Regulations," below.) The Elite Safety Syringe is
manufactured in 1cc, 3cc and 5cc sizes. We also manufacture a 3cc Luer-Lock
Tip safety syringe. We believe that our Elite Safety Syringe is manufactured
using sophisticated, patented, high-tech machinery which allows production of
a precise quality product. We market our Elite Safety Syringe through
hospital distributors who handle the selling, in house training of users,
warehousing and distribution of this product.

Other Products. During our fiscal year 2000, our Elite brand and
private label products, which include alcohol prep pads and condoms, have
accounted for approximately 5.2% of our revenues and our Tru-Choice drugs,
which we launched in September of 1999, were 1.4% of our revenues. For the
nine months period ended July 31, 2001, these products have accounted for
approximately 7.9% of our revenues.

We believe our alcohol preps complement our syringe product line because
they are primarily used as a topical antiseptic, anti-infective prior to
administering injections. Each soft, absorbent, non-woven pad is impregnated
with 70% isopropyl alcohol, USP. Our condoms are made of natural rubber
latex and are silicone lubricated with a reservoir tip. Our latex condoms are
made to exacting specifications, with each condom electrically tested for
holes during the manufacturing process, dimensional checks are performed and
leak tests using water are also conducted. We also have used lot numbers and
expiration dates on our condom packages for the last eleven years. In July
2001 we added six new generic tablets and fourteen new liquid medications to
out Tru-Choice product line for a total of 39 products.

Product Liability Insurance. We currently maintain a product liability
insurance policy with a limit of $3 million per loss per policy year.

DISTRIBUTION

Our products are sold through large drug wholesale chains in the United
States who then sell them through pharmacies and mail order. We do not use a
large sales force. We conduct our sales to wholesale distributors from our
office located in Lakewood, New Jersey and our employees contact the
wholesalers by telephone or make periodic visits. Once we have made a sale to
a wholesaler, we place a purchase order with one of our third-party suppliers.
Usually, the purchase order provides shipping instructions to the third-party
supplier for delivery of the product to the wholesaler. In the event the
product is not shipped by the third-party supplier, we have the product
delivered to our warehouse and then ship it directly from our warehouse to the
wholesaler.

In August 2001 we hired Bond-Brown Sales Design, LLC, to market and sell
our Elite Safety Syringe. Bond-Brown is a specialized consulting firm focused
on sales and marketing effectiveness. Management believes that Bond-Brown
will strengthen our market position and open new marketing and sales avenues.

Our inventory consists of finished products which are warehoused at the
third-party manufacturer's or supplier's facility or when necessary at our own
warehouse. Our policy is to have at least 80% of a product in inventory prior
to generating a purchase order for the product. We carry a one month
inventory of products which are warehoused at the third-party manufacturer or
assembly facilities we use. Our customary business practice is for our large
buyers to place purchase orders several months in advance. This allows us to
notify our third-party suppliers in advance of needed product. All sales are
on thirty (30) day credit. Returned merchandise is minimal due to the
vigorous tests that our products endure prior to shipment.

PRINCIPAL SUPPLIERS

Our ordinary course of business is to place a purchase order with our
third-party suppliers when we want to order product. We do not enter into
long term formal contracts with our third-party suppliers in regards to the
private brand labeling or manufacture of our products. However, we do require
such third-party suppliers to agree not to disclose confidential information
regarding the identity of our customers to third parties, to not directly or
indirectly compete with us, nor to contact our customers. We also require the
third-party supplier to agree to follow our delivery instructions in the
purchase order.

We purchase products internationally from FDA registered and ISO 9002
approved medical device facilities, as well as from manufacturers here in the
United States. We are dependent upon these suppliers and the loss of any one
of these suppliers would have a material adverse effect on our operations.
However, we believe any of our suppliers could be replaced within sixty (60)
days. Kinray Inc. located in New York supplies our name brand drugs. Sam Woo
Corporation located in Seoul, Korea, supplies our 1cc Elite Safety Syringe and
COA International Industries, Inc., also located in Korea supplies our 3cc and
5cc Elite Safety Syringe. Banta Health Care Products, Inc., located in
Michigan, produces our miscellaneous paper products. We have teamed up with
Packaging Electronics and Device Corporation for production of our hot and
cold packs. Packaging Electronics and Device Corporation holds the patent to
the hot and cold pack we sell and allows us to distribute and use our Elite
brand label on their unique product.

In November 2000 we entered into a joint venture with COA International
Industries, Inc., a Korean corporation located in Seoul Korea. COA
International manufactures and exports medical disposable products, including
disposable syringes. The purpose of the joint venture was to establish a new
syringe production facility located in the Republic of Korea. Pursuant to the
agreement, we hold a 44% owner interest in Medi-Hut International, COA
International holds a 46% ownership interest and the agent for the agreement,
Inben Brothers Company, received a 10% ownership interest. Our initial
capital contribution is $1,000,000. The agreement became effective in
February of 2001 after Medi-Hut International received Korean approval. This
facility is nearing completion and we expect this facility to begin production
of our 3cc size Elite Safety Syringe within the next ninety (90) days.

PRINCIPAL CUSTOMERS

We do not enter into long term written agreements with our customers. We
accept orders from our customers by telephone, fax, mailed purchase orders, or
in person and immediately place the order with our suppliers. The loss of a
major customer would have a material adverse effect on our results of
operations.

During fiscal year 2000 we relied on four major customers who are drug
wholesale distributors for 69.4%, or $5,641,930, of our total revenues. These
customers purchased name brand drugs and medical products. Jomar Marketing
accounted for $2,287,981, or 28.1%, of our revenues. 824 Drug Corp. accounted
for $1,235,661, or 15.2%; Colora accounted for $1,060,199, or 13.0%; and
Larval Corp. accounted for $1,058,089 or 13%.

During fiscal year 1999, we relied on three major customers for 41.3%,
or $1,962,808, of our revenues.
824 Drug Corp accounted for $723,137, or 15.2%, of our revenues. Jomar
Marketing and Larval Corp. accounted for 13.0% each of our revenues with
$620,453 and $619,218, respectively.

PRODUCT DEVELOPMENT

We are committed to search out and develop safety products for the
health care profession and to supply the consumer with quality medical
products for a reasonable price. During the past three fiscal years we have
incurred minimal research and development costs. We incurred approximately
$32,201 in research and development costs during 1995 for FDA registration and
patent protection of our Elite Safety Syringe.

COMPETITION

We compete with companies large and small who wholesale name brand drugs
and medical products. We believe we have less than a 1% share of such
markets. We maintain our competitive stance by offering a quality product for
less money. We believe our products are priced lower than products sold by
the market leaders, which allows our third party wholesalers to realize
greater profits. We price our products based upon available data regarding
the selling prices of products being sold by the companies in our markets.
Based on that data, management establishes a price for a product which is
lower than the price of the market leaders.

The safety syringe market is dominated by Becton Dickinson & Company and
Sherwood/Davis & Geck, Division of American Home Products Company. Both of
these companies manufacture an active device which requires two hands and
activates manually after the injection. We compete with these companies by
offering our Elite Safety Syringe which can be activated using a one hand
technique and is priced lower than our competitor's products. Retractable
Technologies, Inc. entered into the market place with a passive device similar
to our Elite Safety Syringe. However, we intend to price our Elite Safety
Syringe approximately 15% less than this competitor's passive syringe device.

PATENT, TRADEMARK, LICENSE AND INTELLECTUAL PROPERTY

Our Elite Safety Syringe holds United States Patent No. 5,562,626,
issued October 8, 1996. In December of 1999 we filed an updated patent for
the Elite Safety Syringe in which we improved our original design by reducing
the number of parts and including a lock tip which allows changing of a needle
to facilitate drawing medications from a medicine vial. Then in January 2001
we made another application for a new patent for our Elite Safety Syringe. We
believe this patent is of material importance to the future growth of our
business because of the anticipated growth in the safety syringe markets. The
Elite Safety Syringe is classified as a passive anti-stick safety syringe and
is one of the few that can be activated with the ease of use of a normal
plastic disposable syringe. In June of 1995 we received FDA 510(k) #K933569
which allows us to assign the manufacturing rights of the Elite Safety
Syringe. (See, "Government Regulation," below.) The 510(k) is listed as an
initial distributor of a Class II Special Controls device. We do not have any
licenses, franchise or concessions agreements in place for this product at
this time. We believe our future success will depend, in part, on our ability
to protect our Elite Safety Syringe patent; however, if a third party
infringes upon our patent we could expend substantial costs in its protection.

GOVERNMENT REGULATION

FDA Our medical products are subject to regulation by the federal FDA
and various other federal and state agencies as well as by a number of foreign
governmental agencies. Our third-party manufacturers are primarily
responsible for our products meeting these regulations. We believe they are
in compliance in all material respects with the regulations based on the fact
that our third-party manufacturers are FDA registered and their products meet
FDA standards. Compliance with these regulations has not had, and is not
expected to have, a material adverse effect on our business.

Manufacturers in the United States, as well as our foreign
manufacturers, who manufacture our products must be registered with the FDA.
Our contract manufacturers must comply with an FDA registration process and
are subject to random and unannounced on-site FDA periodic inspections. After
registration with the FDA, the FDA will inspect the facility for compliance
with the general controls. The general controls provisions require annual
registration, listing of devices, good manufacturing practice, and labeling.
It also prohibits misbranding and adulteration. Our foreign suppliers'
finished products are analyzed and tested by the FDA either once the product
enters the United States, or when it is taken off the shelf of a pharmacy or
hospital. If the FDA has questions at the time of an inspection, the supplier
will have a reasonable time to answer and comply with the necessary
governmental concerns.

Our third party manufacturers are responsible for education of their
employees regarding FDA requirements and we ensure they receive all changes of
rules applicable either to product compliance or good manufacturing procedures
as announced in the Federal Register. We notify our suppliers of changes that
we deem necessary or we are aware of that are being discussed within the
governmental agencies. By keeping our third party manufacturers informed we
help them remain on the cutting edge of governmental changes in laws.

510(k) Approval We filed a Section 510(k) notification of intent to
market our Elite Safety Syringe and on March 14, 1995, the FDA granted
approval to manufacture and market the Elite Safety Syringe in the United
States. This 510(k) approval is not FDA approval of the Elite Safety Syringe,
but approval to market the syringe. The purpose of a 510(k) approval is to
demonstrate that the medical device is substantially equivalent to a legally
marketed device that was or is currently in the United States market. A
device is substantially equivalent if, in comparison to a legally marketed
device it: (a) has the same intended use as a legally marketed device and has
the same technological characteristics as such device; or (b) has the same
intended use as such device; and has different technological characteristics
that have to be proved safe.

In the case of our Elite Safety Syringe, we were required to perform a
clinical evaluation study to prove that the Elite Safety Syringe, as intended
for use, was similar to devices on the market that had no spring activation.
The Elite Safety Syringe had a 90% acceptance rating in its clinical
evaluations. We then met with the FDA after the clinical evaluation and the
FDA inquired about the number of syringes used in the evaluation and where in
the hospitals the evaluations were located. After this meeting, the FDA
granted the 510(k) without further inquiry.

ISO 9002 We purchase product from international suppliers who we
require to be ISO 9002 approved. ISO 9002, the International Quality System
Standard, is a quality assurance program with a principle focus on management
responsibility, planning, monitoring, corrective action, and documentation.
These principles are applied to the production and the installation aspects of
a business. ISO 9002 applies in situations when:
a) The specified requirements for product are stated in terms of an
established design or specification, and
b) Confidence in product conformance can be attained by adequate
demonstration of a supplier's capabilities in production,
installation and servicing.
An ISO 9002 facility uses procedures that include management, quality plans,
contracts, document/data, purchasing, traceability, process control,
correct/prevent, storage/handle, quality records, auditing, training,
servicing, and statistics.

Korean Registration On February 14, 2001, we received notice that
Medi-Hut International (Mfg) Co. Ltd. had received Korean government approval
and registration. Notice of this registration appeared in the daily newspaper
in Daejun as required by Korean law. Included in the Korean registration for
Medi-Hut International is not only certification for safety syringe production
but also certification for manufacturing of standard disposable syringes,
authority for retail sales in the Korean market, authorization for import and
export of the syringes and authority to manufacture assembly machines.

EMPLOYEES

We have seven full-time employees, three of which are directors and
officers. Our employees are not presently covered by any collective
bargaining agreement. We believe that our relations with our employees are
good, and we have not experienced any work stoppages.

AVAILABLE INFORMATION

We are required to comply with the reporting requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). We must file
annual, quarterly and other reports with the Securities and Exchange
Commission ("SEC"). We also are be subject to the proxy solicitation
requirements of the Exchange Act and, accordingly, furnish an annual report
with audited financial statements to our stockholders.

Copies of this registration statement may be inspected, without charge,
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-0300. We are an electronic
filer and our copies of reports, proxy and information statements and other
information should be available through the Internet by using the SEC's EDGAR
Archive, the address of which is http://www.sec.gov.

We use an investor relations firm, Columbia Financial Group, ("Columbia
Financial") and interested persons may call at (888) 301-6271. Columbia
Financial has provided consulting and services for investor relations, public
relations, publishing, advertising, fulfillment, as well as Internet related
services to Medi-Hut for the past three years. Columbia Financial provides
such services for a term, usually of twelve (12) months, for a set fee. In
October 2000 we entered into another consultant agreement with Columbia
Financial and Columbia Financial agreed to accept $1.2 million fee plus
warrants to purchase 600,000 common shares for its services under the new
agreement. However, the agreement was amended in February 2001 to provide
that Columbia Financial would waive the $1.2 million and Medi-Hut agreed to
reduce the exercise price of the warrants from $5.00 per share to $2.50 per
share and to change the expiration date from October 1, 2005 to October 1,
2001. As of the date of this prospectus, Columbia Financial has exercised all
of the warrants. We have recorded $20,833 for consulting expenses related to
this contract as of October 31, 2000. We do not reimburse Columbia Financial
for expenses incurred for its services. Either party may terminate the
agreement with thirty (30) days written notice with certain conditional
repayments. Columbia Financial has also entered into an agreement on our
behalf with Internet Stock Market Resources for dissemination of our company
information to its subscribers.

PROPERTY

We lease 3500 square feet of office and warehouse space located in
Lakewood, New Jersey. The leased premises are part of a 35,000 square foot
industrial park. The initial term of the lease was for five years with the
right to renew the lease for a period of five (5) years after the initial
term. In February, 2001 we renewed the lease for an additional year and it
will expire in February of 2002. We pay approximately $2,000 per month, but
the monthly rent payment is contingent upon increases in taxes, insurance and
common area maintenance expense. We may cancel the lease with a 90 days
written notice to the landlord.

We are currently completing construction of the Medi-Hut International
(Mfg.) Ltd. facility located in Seoul, Korea. This facility is approximately
70,000 square feet and will house the automated assembling machines for our
3cc Elite Safety Syringe. We hold a 44% ownership interest in this facility,
pursuant to our joint venture agreement with COA International.

LEGAL PROCEEDINGS

To the best of our knowledge we are not a party to any proceedings or
threatened proceedings as of the date of this prospectus.

MANAGEMENT

Our directors, executive officers and key employees and their respective
ages and positions with us are set forth below. Biographical information for
each of those persons is also presented below. As provided in our by-laws,
our Board has approved an increase from three (3) directors to five (5)
directors during the 2001 fiscal year. Each elected director serves until the
next annual meeting or until he is succeeded by another qualified director who
has been elected. Our executive officers are chosen by our Board of Directors
and serve at its discretion. Joseph Sanpietro and Vincent Sanpietro are
brothers.

Nominee's Name Age Position Held
-------------------- ----- -----------------
Joseph A. Sanpietro 50 President, Chief Executive Officer,
Director
Vincent J. Sanpietro 53 Secretary, Director
Robert Russo 41 Treasurer, Director
James G. Aaron 56 Director
James S. Vaccaro 44 Director
Laurence M. Simon 36 Chief Financial Officer

Joseph A. Sanpietro Joseph has been the President, Chief Financial
Officer and Director of Medi-Hut since January 1998. He served as the
President of Medi-Hut-New Jersey from 1982 to 1998. Mr. Sanpietro has had
challenging careers with Cooper Laboratories, as a front line analytical
chemist; Schering-Plough as an international analytical chemist leader where
he was the youngest assistant manager with both BS and MS chemists reporting
directly to him. Mr. Sanpietro was a project manager at Johnson & Johnson
heading a multi-million dollar relocation startup project. He graduated from
Hofstra University in 1972, with a Bachelor of Science degree in chemistry and
he continued his education at Seton Hall University with studies in chemistry
and law.

Vincent J. Sanpietro Vincent has been the Secretary and Director of
Medi-Hut since January 1998. He served as Secretary for Medi-Hut-New Jersey,
from 1982 to 1998. He held managerial positions in Wells Recruiting Personnel
and he was President of Focus Personnel, an Illinois Corporation. Vincent was
also Vice President of Sales of Focus Medical Products, Inc. He graduated
with a bachelors degree in Business Administration from New York Institute of
Technology.

Robert Russo Mr. Russo has been the Treasurer and a Director of
Medi-Hut since March 1998. He is the Managing Senior Partner of Koenig, Russo
and Associates, LLC and has been employed with that firm since 1982. He has
extensive experience in accounting, auditing, and business management. Mr.
Russo has concentrated his work in the field of taxes, employee benefit
programs, business, financial, estate and retirement planning. Mr. Russo
graduated from Seton Hall University, New Jersey, with a degree in accounting
and received his Masters in Business Administration in business finance. Mr.
Russo is also a member of the New Jersey Society of Certified Public
Accountants and the American Institute of Certified Public Accountants.

James G. Aaron Mr. Aaron was elected as a Director on April 3, 2001.
He is a shareholder in the law firm of Anzell Zaro Grimm & Aaron, P.C.,
located in Ocean, New Jersey. Mr. Aaron chairs the firm's commercial
litigation, municipal law and bankruptcy department. He started with Ansell
Zaro in May of 1996. Mr. Aaron formerly served on the advisory board of the
Jersey Shore Bank and has represented Colonial First National Bank,
MidAtlantic/Merchants National Bank, Atlantic National Bank, Fidelity Union
Bank, and Monmouth County National Bank. He graduated from New York
University School of Law in 1969, receiving a J.D. degree. He is presently a
member of the Executive Committee and serves as Secretary and member of the
Board of Directors of Monmouth Community Bank, a New Jersey state-chartered
banking institution.

James S. Vaccaro Mr. Vaccaro was elected as a Director on April 3,
2001. He is Chief Executive Officer of Monmouth Community Bank located in
Long Branch, New Jersey and has held that position since April 2000. He has
served as Chairman of the Board of Monmouth Community Bank since its inception
in July of 1998. From January 1997 to April 2000 he served as a Director of
ASA, Inc. an international risk management employee

benefits and healthcare provider. From March 1995 to December 1996 he was
employed by First Option Health Plan, an HMO located in Red Bank, New Jersey,
serving as its Executive Vice President and Chief Operating Officer and
assisting that company in its search for a corporate partner. He has over 15
years experience in the banking industry along with five years experience in
the managed care industry. He received an PMD Degree from Harvard Graduate
School in May 1990 and a bachelors degree in economics from Ursinus College in
May 1979. He currently serves as a director of Labvolt, Inc., a reporting
company.

Laurence M. Simon On April 20, 2001, our Board of Directors appointed
Mr. Simon as our Chief Financial Officer. Mr. Simon is a certified public
accountant who has over 14 years of experience in the accounting field
assisting clients with corporate finance, Securities and Exchange Commission
reports, and preparation of individual, corporate and fiduciary tax returns.
From 1989 to April 2001, he had been employed by the accounting firm of
Rosenberg, Rich, Baker, Berman and Company, Certified Public Accountants,
located in Bridgewater, New Jersey. He is a member of the American Institute
of Certified Public Accountants and the New Jersey Society of Certified Public
Accountants. He received a bachelor's degree in accounting from Belmont Abbey
College located in Belmont, North Carolina.

EXECUTIVE COMPENSATION

The following table shows the compensation paid to our named executive
officers in all capacities during the past three fiscal years.

SUMMARY COMPENSATION TABLE

Annual Compensation

Fiscal
Name and Principal Position Year Salary ($) Bonus Other
----------------------------- ------ ------------- -------- -----------
Joseph A. Sanpietro 2000 $ 77,225 $ 0 $ 6,000 (1)
President, CEO and Director 1999 85,200 0 0
1998 83,940 0 0

Vincent J. Sanpietro, Secretary 2000 51,428 0 5,000 (1)
and Director 1999 63,700 0 0
1998 47,353 0 0

Robert Russo 2000 0 0 23,302 (2)
Treasurer and Director 1999 0 0 5,635 (2)
1998 0 0 6,260 (2)

(1) Personal benefits: Lease payments for automobile.
(2) Paid to Koenig, Russo & Associates for accounting services performed
for Medi-Hut by Mr. Russo.

COMPENSATION OF DIRECTORS

We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.

EMPLOYMENT CONTRACTS

As of the date of this filing, we have not entered into employment
contracts with our executive officers. The entire Board of Directors
participates in deliberations concerning executive officer compensation.
Using their

business judgment, the Board determines the yearly salary for each officer.
We believe the salaries paid to our executive officers are reasonable based on
their experience and responsibilities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the fiscal year 2000 and 1999, we paid approximately $23,302 and
$5,635, respectively, to Koenig, Russo & Associates LLC for the accounting
services provided to us by Robert Russo, our Treasurer and Director. Mr.
Russo is the managing member of Keonig, Russo & Associates LLC.

On April 20, 2001, we hired Laurence M. Simon as our Chief Financial
Officer, with an annual salary of approximately $100,000. Mr. Simon had been
employed since 1989 by the accounting firm of Rosenberg, Rich, Baker, Berman
and Company, Certified Public Accountants. Rosenberg, Rich, Baker, Berman
has been for the past two fiscal years, and continues as, Medi-Hut's
independent auditor.

Mr. James G. Aaron, our director, is a shareholder of the law firm of
Ansell Zaro Grimm & Aaron, P.C., which serves as Medi-Hut's general counsel.
Medi-Hut has paid approximately $3,342 in legal fees to Ansell Zaro Grimm &
Aaron, P.C., during fiscal year 2000.

On October 19, 2001 we sold an aggregate of 135,000 common shares from
our private placement to certain directors and officers. Robert Russo, our
Treasurer and Director, purchased 100,000 shares for $575,000; Laurence M.
Simon, our Chief Financial Officer, purchased 10,000 shares for $57,500; and,
ERBA Co, Inc., a corporation affiliated with James G. Aaron, our Director,
purchased 25,000 shares for $143,750.

PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of our
outstanding common stock of: (i) each person or group known by us to own
beneficially more than 5% of our outstanding common stock, (ii) each of our
executive officers, (iii) each of our director's and (iv) all executive
officers and directors as a group. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. Except as indicated by footnote,
the persons named in the table below have sole voting power and investment
power with respect to the shares of common stock shown as beneficially owned
by them. The percentage of beneficial ownership is based on
14,058,800 shares of authorized outstanding common stock as of October 26,
2001, plus an additional 600,000 shares which may be acquired upon exercise of
warrants within the next 60 days.

MANAGEMENT

Common Stock Beneficially Owned
-------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
---------------------------------- --------------------- -------------------

Joseph A. Sanpietro 3,279,200 22.4 %
1935 Swarthmore Avenue
Lakewood, New Jersey 08701

Vincent J. Sanpietro 554,800 3.9 %
1935 Swarthmore Avenue
Lakewood, New Jersey 08701

Robert Russo 125,000 (1) *
1935 Swarthmore Avenue
Lakewood, New Jersey 08701

James G. Aaron 42,500 (2) *
1500 Lawrence Avenue
Ocean, New Jersey 07712

James S. Vaccaro 2,000 *
627 Second Avenue
Ocean, New Jersey 07712

Laurence M. Simon 10,000 *
1935 Swarthmore Avenue
Lakewood, New Jersey 08701

All executive officers and
directors as a group 4,013,500 28.5 %

* Less than one percent

(1) Mr. Russo shares voting and investment power of 25,000 shares held by his
wife.
(2) Mr. Aaron shares voting and investment power of 36,000 shares held by ERBA
Co., Inc. and 6,500 shares held by his family trust.

DESCRIPTION OF SECURITIES

We have 100,000,000 authorized common shares, par value $.001, of which
14,058,800 common shares are outstanding as of October 26, 2001. In addition,
we have granted warrants to purchase 600,000 common shares at an exercise
price of $6.75, which are exercisable through October 5, 2003. (See, "Selling
Stockholders," below.) All shares of common stock have equal rights and
privileges with respect to voting, liquidation and dividend rights. Each
holder of common stock is entitled to one vote for each share owned of record
on all matters voted upon by stockholders, and a majority vote of the
outstanding shares present at a stockholders' meeting is required for actions
to be taken by stockholders. Directors are elected by a majority vote. The
holders of the common stock do not have cumulative voting rights. Accordingly,
the holders of a majority of the voting power of the shares voting for the
election of directors can elect all of the directors if they choose to do so.
The common stock bears no preemptive rights, and is not subject to redemption,
sinking fund or conversion provisions. Holders of common stock are entitled
to receive dividends out of funds legally available if, and when, declared by
our Board of Directors and to participate pro rata in any distribution of
assets available for distribution upon liquidation of Medi-Hut. Any dividends
declared with respect to shares of common stock will be paid pro rata in
accordance with the number of shares of common stock held by each stockholder.

SELLING STOCKHOLDERS

The following table identifies the selling stockholders and indicates
their relationship to us within the past three years and the number of shares
of common stock owned by each prior to the offering, estimates the number of
shares to be offered for the selling stockholder's account and estimates the
number of shares and percentage of outstanding shares to be owned by each
selling stockholder after the completion of the offering. Since the selling
stockholders may sell all, a portion or none of their shares from time to
time, or may exercise the warrants at any time, no firm estimate can be made
of the aggregate number of shares that are being offered or that will be owned
by each selling stockholder upon completion of the offering to which this
prospectus relates. Accordingly, the ownership amount and percentage before
and after the offering assumes exercise of all 600,000 warrants, which would
result in 14,658,800 shares outstanding.

----------------------------------------------------------------------------------------------
Securities owned prior Number of Securities owned after
to offering shares being offering
Name and relationship Shares Percent Registered Shares Percent
---------------------------- ------------- ------------ ------------- ------------ -----------

Empire Fund Managers, LLC
Investor 1,200,000 (1) 8.2% 1,200,000 (1) 0 -
---------------------------- ------------- ------------ ------------- ------------ -----------
Joseph A. Sanpietro
President, CEO and director 3,279,200 22.4% 250,000 3,029,200 20.6%
---------------------------- ------------- ------------ ------------- ------------ -----------
Robert Russo
Treasurer and Director 125,000 * 100,000 25,000 *
---------------------------- ------------- ------------ ------------- ------------ -----------
Laurence M. Simon
Chief Financial Officer 10,000 * 10,000 0 -
---------------------------- ------------- ------------ ------------- ------------ -----------
Lawrence P. Marasco
Vice President of Sales 285,000 1.9% 125,000 160,000 1.0%
---------------------------- ------------- ------------ ------------- ------------ -----------
John Clayton
Consultant and Investor 100,000 * 100,000 0 -
---------------------------- ------------- ------------ ------------- ------------ -----------

ERBA Co., Inc.
Affiliate of James G.
Aaron, Director 42,500 * 25,000 17,500 -
---------------------------- ------------- ------------ ------------- ------------ -----------
Robert Colarossi
Investor 10,000 * 10,000 0 -
---------------------------- ------------- ------------ ------------- ------------ -----------
Laura Efron
Investor 10,000 * 10,000 0 -
---------------------------- ------------- ------------ ------------- ------------ -----------
Bruce Blackman
Investor 20,000 * 20,000 0 -
---------------------------- ------------- ------------ ------------- ------------ -----------
* Less than 1%
(1) Includes ownership of shares issuable upon exercise of warrants.

TRANSACTIONS RELATED TO THE OFFERING

We agreed to register 1,850,000 common shares under this prospectus
based on certain transactions between Medi-Hut and the selling stockholders,
which are described below.

Beginning on September 7, 2001, we conducted a private placement of our
common stock to qualified purchasers pursuant to Rule 505 of Regulation D of
the Securities Act. The maximum offering was 1,000,000 common shares at $5.75
per share with potential proceeds of $5,750,000. The offering price was based
on the trading price of our common stock on the Nasdaq SmallCap Market and the
OTC Bulletin Board for approximately a ninety (90) day period prior to the
offering date. On October 19, 2001, we terminated the offering after we had
sold an aggregate of 275,000 shares to seven purchasers for $1,581,250.
Pursuant to the private placement memorandum, the purchasers of the shares
sold in the private placement would have the right to include their shares
purchased in the private placement in any registration statement filed by
Medi-Hut within one year after September 7, 2001.

On October 5, 2001, we entered into a Unit Purchase Agreement with
Empire Fund Managers, LLC, a Nevada limited liability company ("Empire Fund")
for the sale and purchase of 600,000 units for a unit price of $5.32. Each
unit consisted of one common share and a warrant to purchase one additional
share. The warrant is exercisable for a period of two years at an exercise
price of $6.75 per share. Empire Fund has agreed to limit its ownership of
our shares to not more than 4.99% at any one time. Due to the volatility in
the price of our common stock and the variations in the trading volume, we
surveyed the quoted trading price of our common stock on the Nasdaq SmallCap
Market and the OTC Bulletin Board for approximately 90 days prior to the
transaction and used that information to establish the price of the units and
warrants.

In connection with the Unit Purchase Agreement, we entered into a
registration rights agreement with Empire Fund which provided that we would
file a registration statement prior to November 20, 2001, and use our best
efforts to cause the registration statement to be effective by January 5,
2002. If we fail to file a registration statement prior to December 5, 2001,
or the registration statement is not declared effective by January 18, 2002,
we may be liable for liquidated damages of five-percent (5%) of the purchase
price of the shares for every fifteen (15) calendar day period until the
registration statement has been filed or has been declared effective. We will
bear the costs of the registration and are required to keep the registration
statement current until the earliest of the following:
. until all shares have been registered;
. until the selling stockholders sell the shares under the
provisions of Rule 144; or
. until the selling stockholders may sell the shares under the
provisions of Rule 144(k) without volume limitation.

PLAN OF DISTRIBUTION

We will not use the services of underwriters or dealers in connection
with the sale of the shares registered under this prospectus. The shares will
be freely transferable, except in the event the shares are sold to affiliates.
We have agreed to register these shares; but the registration of these shares
does not necessarily mean that any of them will be offered or sold by the
selling stockholders. The selling stockholders will have absolute discretion
as to the manner and timing of sales of the shares, when and whether the
warrants are exercised and the sale of the shares issued upon exercise of the
warrants. They may sell all or a portion of the shares through public or
private transactions, on or off established markets, or in negotiated
transactions or otherwise. The sales may be at prevailing prices or related
to the current market price or at negotiated prices. The shares may be sold
directly or through brokers or dealers, or in a distribution by one or more
underwriters on a firm commitment or best-efforts basis. The methods by which
the shares may be sold include:
. a block trade, which may involve crosses, in which the broker or
dealer will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;
. purchases by a broker or dealer as principal and resale by the
broker or dealer for its own account;
. ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
. privately negotiated transactions;
. The selling stockholders may deliver all or a portion of the shares
to cover a short sale or sales made after the date of this
prospectus, or a call equivalent position or a put equivalent
position entered or established after the date of this prospectus;
and/or
. The selling stockholders may also sell all or any portion of the
shares in reliance upon Rule 144 under the Securities Act.

The distribution of the shares is not subject to any underwriting
agreement. The selling stockholders and any broker-dealers participating in
the distribution of the shares may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profit on the sale of the shares by the
selling stockholders and any commissions received by any broker-dealers may be
deemed to be underwriting commissions or discounts under the Securities Act.

We and the selling stockholders will be subject to applicable provisions
of the Securities Exchange Act of 1934 and the rules and regulations
promulgated under it, including, without limitation, Regulation M, which may
limit the timing of purchases and sales of the shares by the selling
stockholders and any other person. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of the shares to engage in
market-making activities with respect to the particular shares being
distributed for a period of up to five (5) business days prior to the
commencement of the distribution. All of the foregoing may affect the
marketability of our shares and the ability of any person or entity to engage
in market-making activities with respect to the shares.

In the event a particular offer of these shares is made we will
distribute a prospectus supplement, if required, that will identify the name
of any dealers or agents and any commissions and other terms constituting
compensation from the selling stockholders and any other required information.
These shares may be sold at varying prices determined at the time of sale or
at negotiated prices. In order to comply with the securities laws of certain
states, if applicable, these shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, these shares may
not be sold unless they have been registered or qualified for sale in that
state or an exemption from the registration or qualification requirement of
that state is available and is complied with.

INTEREST OF NAMED EXPERTS AND COUNSEL

We are not aware of any expert or legal counsel named in this prospectus
who will receive a direct or indirect substantial interest in the offering.
Our counsel, Cindy Shy, P.C., has provided an opinion regarding the validity
of the shares to be issued upon exercise of the warrants. Our financial
statements for the fiscal years ended October 31, 2000 and 1999, have been
audited by Rosenberg, Rich, Baker & Berman, Certified Public Accountants.
We have included our financial statements in this prospectus in reliance on
Rosenberg, Rich, Baker & Berman's report, given on their authority as experts
in accounting and auditing.

COMMISSION'S POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITY

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers or persons controlling us, we
have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

In the registration rights agreement we have agreed to indemnify each
selling stockholder, its officers, directors and each person controlling them
within the meaning of the Securities Act. We have agreed to reimburse each
selling stockholder, for all costs and attorney's fees incurred in connection
with investigation or defense of any action which arises out of or is based
upon:
. any untrue statement or alleged untrue statement of a material
fact contained in any prospectus or any related registration
statement incident to this registration; or
. any omission or alleged omission to state a material fact required
to be stated or necessary to make the statements not misleading;
. however, we will not indemnify a selling stockholder if the untrue
statement or omission, or alleged untrue statement or omission,
was provided to Medi-Hut in writing by the selling stockholder for
use in the preparation of any registration statement or
prospectus.

Each selling stockholder has agreed to indemnify and reimburse Medi-Hut,
it officers and directors and persons who control Medi-Hut for any claims or
actions based on a material misstatement or omission, or alleged untrue
statement or omission, as described above. However, the selling stockholder
is not required to indemnify Medi-Hut if the action or claim is related to our
failure to supply a copy of the prospectus to a person to whom we are
obligated to provide a copy.

AVAILABLE INFORMATION

We are subject to certain informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and,
accordingly, file reports, proxy statements and other information with the
Securities and Exchange Commission. These reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024 of the SEC's office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, DC 20549. Additional updating information
with respect to the securities covered by this prospectus may be provided in
the future to purchasers by means of amendments to this prospectus.

This prospectus does not contain information in or attached as an
exhibit to the registration statement. Purchasers should refer to those
exhibits to the registration statement for the complete text. For further
information concerning Medi-Hut and the securities offered, refer to the
registration statement and its exhibits which may be inspected at the office
of the SEC without charge. A copy of the registration statement, any
post-effective amendment and exhibits may be accessed through the SEC's web
site at http://www.sec.gov.

We currently use an investor relations firm, Columbia Financial Group,
Inc. and interested persons may call at (888) 301-6271.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have not had a change in or disagreement with our principal
independent accountant during the past two fiscal years.

FINANCIAL STATEMENTS

Financial statements of Medi-Hut for the nine month period ended July 31, 2001
(unaudited)
Condensed Interim Balance Sheet.................................... F-1
Condensed Interim Statements of Operations......................... F-2
Condensed Interim Statements of Cash Flows......................... F-3
Notes.............................................................. F-4

Financial Statements of Medi-Hut for the years ended October 31, 2000 and 1999
Independent Auditors' Report....................................... F-9
Balance Sheets..................................................... F-10
Statements of Operations........................................... F-11
Statements of Stockholder's Equity................................. F-12
Statements of Cash Flows........................................... F-13
Notes.............................................................. F-15

Medi-Hut Co., Inc.
Condensed Interim Balance Sheet
July 31, 2001

ASSETS

CURRENT ASSETS
Cash and Interest Bearing Deposits $ 2,746,024
Accounts Receivable 2,199,000
Other Current Assets 578,517
--------------

TOTAL CURRENT ASSETS 5,523,541

PROPERTY AND EQUIPMENT, NET OF 515,741
ACCUMULATED DEPRECIATION

OTHER ASSETS
Joint Venture Investment at Equity 1,000,000
Other Assets 436,036
--------------

TOTAL OTHER ASSETS 1,436,036
--------------

TOTAL ASSETS 7,475,318
==============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable 1,721,792
Other Current Liabilities 212,344
--------------

TOTAL CURRENT LIABILITIES 1,934,136

STOCKHOLDERS' EQUITY
Common Stock 13,184
Additional paid in capital 12,578,649
Notes Receivable on Exercised Warrants (3,993,750)
Consultant Services to be Provided (2,106,000)
Deferred Charges (57,506)
Retained (Deficit)/Earnings (893,395)
--------------

TOTAL STOCKHOLDERS' EQUITY 5,541,182
--------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,475,318
==============

See Notes to the Condensed Interim Financial Statements

**Unaudited**

F-1
28

Medi-Hut Co., Inc.
Condensed Interim Statements of Operations

Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
July 31, 2001 July 31, 2000 July 31, 2001 July 31, 2000
-------------- ------------- ------------- -------------

NET SALES $ 2,771,376 $ 1,975,516 $ 7,285,362 $ 5,470,566

COST OF SALES 2,353,940 1,650,215 6,237,851 4,807,432
-------------- ------------- ------------- -------------

GROSS PROFIT 417,436 325,301 1,047,511 663,134

GENERAL &
ADMINISTRATIVE 222,750 111,028 535,378 389,603
-------------- ------------- ------------- -------------

INCOME FROM OPERATIONS 194,687 214,273 512,134 273,531

OTHER INCOME 36,318 15,670 51,672 43,172
-------------- ------------- ------------- -------------
INCOME BEFORE
PROVISION FOR
INCOME TAXES 231,005 229,943 563,805 316,703

PROVISION FOR
INCOME TAXES 81,665 80,252 212,978 85,033
-------------- ------------- ------------- -------------

NET INCOME $ 149,340 $ 149,691 $ 350,827 $ 231,670
============== ============= ============= =============
EARNINGS PER
COMMON SHARE $ 0.01 $ 0.01 $ 0.03 $ 0.02
============== ============= ============= =============
EARNINGS PER COMMON
SHARE ASSUMING
DILUTION $ 0.01 $ 0.01 $ 0.03 $ 0.02
============== ============= ============= =============
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING 12,874,017 10,829,800 11,954,153 10,626,954
============== ============= ============= =============
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING
ASSUMING DILUTION 12,874,017 11,205,726 11,954,153 10,878,493
============== ============= ============= =============

See Notes to the Condensed Interim Financial Statements

**Unaudited**

F-2
29

Medi-Hut Co., Inc.
Condensed Interim Statements of Cash Flows

Nine Months Nine Months
Ended July 31, Ended July 31,
2001 2000
-------------- -------------

Net Cash Provided (Used) by Operating Activities (12,869) 353,644

Cash Flows from Investing Activities -

Investment in Joint Venture (1,000,000) -
Purchase of marketable securities (1,850,000) -
Purchase of other assets (400,000) (146,627)
Purchase of equipment (250,850) (1,808)
-------------- -------------

Net Cash (Used) by Investing Activities (3,500,850) (148,435)

Cash Flows from Financing Activities -

Exercise of stock warrants 1,512,500 -
Redemption of marketable securities 2,250,000 -
Issuance of common stock 1,995,000 34,793
-------------- -------------

Net Cash Provided by Financing Activities 5,757,500 34,793

Net Increase in Cash and Interest Bearing Deposits 2,243,781 240,002

Cash and Interest Bearing Deposits -
Beginning of Period 502,243 392,518
-------------- -------------
Cash and Interest Bearing Deposits -
End of Period $ 2,746,024 $ 632,520
============== =============

Schedule of Non-Cash Financing and Investing Activities

Notes Receivable of $3,993,750 were issued pertaining to the exercise of
common stock purchase warrants outstanding

See Notes to the Condensed Interim Financial Statements

**Unaudited**

F-3
30

Medi-Hut Co., Inc.
Notes to the Condensed Interim Financial Statements
July 31, 2001

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed interim financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to item 310 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine
months ended July 31, 2001 and July 31, 2000 are not necessarily indicative of
the results that may be expected for the years ended October 31, 2001 and
October 31, 2000 respectively.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization

Medi-Hut Co., Inc. (the Company), is a company in the business of selling
wholesale medical supplies. The Company was incorporated on November 22, 1982
in the State of New Jersey. On January 28, 1998, the Company entered into an
Agreement and Plan of Reorganization (APR) with a public company Indwest, Inc.
(Indwest), a Utah company incorporated on August 20, 1981 (formerly known as
Gibraltor Energy, Gibraltor Group, Computermall of Philadelphia, Inc. and
Steering Control Systems, Inc.) Pursuant to the APR, Medi-Hut's shareholders
exchanged 100% of their common shares for 4,295,000 newly issued shares of
Indwest on March 3, 1998.

For accounting purposes, the acquisition has been treated as an
acquisition of Indwest by Medi-Hut and a recapitalization of Medi-Hut. The
historical financial statements prior to January 28, 1998 are those of
Medi-Hut. Pro-forma information is not presented since the combination is
considered a recapitalization. Subsequent to the exchange, Medi-Hut merged
with Indwest whereby Medi-Hut ceased to exist and Indwest, the surviving
corporation, changed its name to Medi-Hut Company, Inc. On February 2, 1998
Medi-Hut Company, Inc. changed its state of domicile from Utah to Delaware.
The surviving corporation's operations are entirely those of the former and
new Medi-Hut.

Accounts Receivable
No reserve for doubtful accounts has been established since management
believes that all accounts receivable are collectible in full.

**UNAUDITED**

F-4
31

Medi-Hut Co., Inc.
Notes to the Condensed Interim Financial Statements
July 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Deferred Charges
Deferred charges are comprised of costs incurred by the Company for
seeking small business loan financing. These charges will be amortized over
the loan period when and if such financing is obtained or expensed in full
should such financing not be obtained. No amortization expense has been
recognized during the three months ended July 31, 2001 and July 31, 2000.

Depreciation
Machinery and equipment are stated at cost. Depreciation is computed
using the straight-line method for financial reporting purposes, which
amounted to $31,257 and $144 for the three months ended July 31, 2001 and July
31, 2000 respectively. The estimated useful lives of the machinery and
equipment assets for financial statement purposes are five years. The
estimated useful lives of molds for financial statement purposes are three
years. For income tax purposes, recovery of capital costs for machinery and
equipment and molds are made using accelerated methods over the asset's class
life. Repairs and maintenance expenditures, which do not extend the useful
lives of the related assets are expensed as incurred.

Revenue Recognition
Revenue from product sales is recognized at the time of shipment provided
that the resulting receivable is deemed probable of collection.

Income Taxes
In accordance with the provisions of Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes" (SFAS No. 109"), deferred
taxes are recognized for depreciation differences between book and tax methods
and for operating losses that are available to offset future taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to realize.

Earnings Per Common Share
Earnings per common share, in accordance with the provisions of Financial
Accounting Standards Board No. 128, "Earnings per Share", is computed by
dividing net income by the weighted average number of shares of common stock
outstanding during the period and the effect on the weighted average number of
shares of dilutive common stock equivalents (warrants) if exercised.

Use of 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.

**UNAUDITED**

F-5

Medi-Hut Co., Inc.
Notes to the Condensed Interim Financial Statements
July 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Securities Issued for Services
The Company accounts for common stock and common stock purchase warrants
issued for services by reference to the fair market value of the Company's
stock on the date of stock issuance or warrant grant in accordance with
Financial Accounting Standards Board Statement No. 123 "Accounting for
Stock-Based Compensation. (FASB 123)" Compensation/consultant expense is
recorded for the fair market value of the stock and warrants issued.

NOTE 3 - CONCENTRATIONS OF CREDIT AND BUSINESS RISK

The Company maintains cash balances in a financial institution. Accounts
at the institution are insured by the Federal Deposit Insurance Corporation up
to $ 100,000 per account, of which the Company's accounts may, at times,
exceed the federally insured limits.

The Company provides credit in the normal course of business to customers
located primarily in the northeastern portion of the U.S. The Company performs
ongoing credit evaluations of its customers.

NOTE 4 - LINE OF CREDIT

On January 31, 2001 the Company received a bank commitment on a $750,000
revolving line of credit under which the bank has agreed to make loans at %
above the prime interest rate. The Company's business assets secure the note.
As of July 31, 2001 and July 31, 2000 there were $ 0 outstanding on the line
of credit.

NOTE 5 - STOCKHOLDERS' EQUITY TRANSACTIONS

On October 1, 2000 the Company executed an agreement for public relations
services to be provided. The original terms of the agreement required cash
payments of $100,000 per month, totaling $1,200,000 and 600,000 warrants
entitling the holder to an exercise price of $5.00 per share. The
requirements of the agreement were amended to provide no cash payments and the
600,000 warrants to be adjusted to an exercise price of $2.50 per share and an
extension of the service trial period to August 1, 2001. The warrants have
full vesting rights upon issuance and an expiration date of October 1, 2001.
The warrants were exercised in full in May 2001 and a note receivable was
issued for $1,500,000.

On December 18, 2000, 100,000 warrants were exercised by a warrant holder
totaling $300,000 of proceeds to the Company and the issuance of 100,000
shares of common stock.

On January 5, 2001 the Company issued 4,000 shares of common stock valued
at $18,000 to an insurance company in exchange for a Directors and Officer's
liability policy.

**UNAUDITED**

F-6

Medi-Hut Co., Inc.
Notes to the Condensed Interim Financial Statements

NOTE 5 - STOCKHOLDERS' EQUITY TRANSACTIONS, Continued

On January 31, 2001, 700,000 warrants were exercised by two different
warrant holders totaling $1,212,500 of proceeds to the Company and the
issuance of 700,000 shares of common stock.

On February 1, 2001, the Company sold 475,000 units to an investor in
accordance with the provisions of Section No. 4(2) and Regulation D of the
Securities Act of 1933. Each unit had a price of $4.20 and was comprised of
one share of the Company's common stock and one warrant to purchase a share of
common stock in the Company, exercisable for a period of five years. The
aforementioned warrants grant the investor or holder the right to purchase one
additional share at a price of $5.25 per share. The warrants were exercised in
full in June 2001 and a note receivable was issued for $2,493,750.

NOTE 6 - INVESTMENTS

On November 16, 2000 the Company entered into a joint venture agreement
with a South Korean company whereby Medi-Hut shall contribute $1,000,000 for a
44% interest in the entity. The Korean Government approved the registration
of the new entity on February 15, 2001. The entity will provide a facility for
the production of the Company's patented safety syringe and allow for better
control over the manufacturing and distribution process.

**UNAUDITED**

F-7
34

Medi-Hut Company, Inc.

Financial Statements

October 31, 2000 and 1999 (Restated)

F-8

Rosenberg Rich
Baker Berman
--------------
& Company
--------------
A Professional Association of
Certified Public Accountants
380 Foothill Road * PO Box 6483 * Bridgewater NJ 08807-0483
Phone: 908-231-1000 * Fax: 908-231-6894 * E-mail: rrbb@net-lynx.com

Independent Auditors' Report

To the Board of Directors and Stockholders of
Medi-Hut Company, Inc.

We have audited the balance sheets of Medi-Hut Company, Inc. as of October 31,
2000 and 1999 and the related statements of operations, stockholders' equity
and cash flows for the years 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Medi-Hut Company, Inc. as of
October 31, 2000 and 1999, and the results of its operations, and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

/s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
December 20, 2000

F-9
36

Medi-Hut Company, Inc.
Balance Sheets

October 31,
---------------------------
2000 1999
------------- -------------
(Restated)
Assets

Current Assets
Cash $ 502,243 $ 384,733
Marketable securities 400,000 900,000
Accounts receivable 863,597 496,805
Inventory 238,808 28,975
Prepaid expenses 3,984 2,188
Deferred consulting fees 900,000 -
------------- -------------
Total Current Assets 2,908,632 1,812,701
------------- -------------

Machinery and Equipment 29,124 27,316
Molds 154,800 -
Less: Accumulated Depreciation (40,789) (27,316)
------------- -------------

Net Machinery and Equipment and Molds 143,135 -

Deposit on equipment 183,267 -
Deferred consulting fees, net of current portion 300,000 -
Capitalized Cost Reduction, net of accumulated
amortization of $4,796 and $4,164, respectively - 632
Patent and Licensing Costs, net of accumulated
amortization of $8,018 and $6,334, respectively 37,264 25,867
------------- -------------

Total Assets 3,572,298 1,839,200
============= =============

Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable and accrued expenses 753,780 477,594
Deferred consulting payable 900,000 -
Income taxes payable 45,540 -
Deferred income taxes payable 17,124 -
------------- -------------
Total Current Liabilities 1,716,444 477,594
Deferred consulting payable, net of current portion 300,000 -
------------- -------------
Total Liabilities 2,016,444 477,594
------------- -------------
Stockholders' Equity
Common stock, voting $.001 par value; 100,000,000
shares authorized; 10,829,800 and 10,822,800
shares issued and outstanding, respectively 10,830 10,823
Additional paid-in capital 4,887,753 2,827,967
Consultant services to be provided (2,041,000) (13,708)
Deferred charges (57,506) (20,713)
Retained earnings (deficit) (1,244,223) (1,442,763)
------------- -------------
Total Stockholders' Equity 1,555,854 1,361,606
------------- -------------

Total Liabilities and Stockholders' Equity $ 3,572,298 $ 1,839,200
============= =============

See notes to the financial statements.

F-10

Medi-Hut Company, Inc.
Statements of Operations

Year Ended October 31,
---------------------------
2000 1999
------------- -------------
(Restated)

Net Sales $ 8,130,696 $ 4,758,268
------------- -------------

Cost of Goods Sold
Beginning inventory 28,500 38,739
Net Purchases 7,593,591 4,251,205
Custom fees/freight 13,060 6,394
------------- -------------
Cost of Goods Available for Sale 7,635,151 4,296,338

Less: Ending Inventory 238,808 28,975
------------- -------------

Cost of Goods Sold 7,396,343 4,267,363
------------- -------------

Gross Profit 734,353 490,905

Selling, General and Administrative Expenses 498,835 581,346
------------- -------------

Income (Loss) from Operations 235,518 (90,441)
------------- -------------
Other Income (Expense)
Interest income 62,146 8,109
Interest expense - (4,554)
------------- -------------
Total Other Income (Expense) 62,146 3,555
------------- -------------

Income (Loss) Before Provision for Income Taxes 297,664 (86,886)
Provision for Income Taxes 62,664 300
------------- -------------

Net Income (Loss) $ 235,000 $ (87,186)
============= =============
Earnings (Loss) per Common Share $ 0.02 $ (0.01)
============= =============
Earnings (Loss) per Common Share-assuming dilution $ 0.02 $ (0.01)
============= =============

See notes to the financial statements.

F-11
38

Medi-Hut Company, Inc.
Statement of Stockholders' Equity
Period from October 31, 1998 to October 31, 2000

Common Stock
(No Par Value
Prior to Consultant
Common Recapitalization) Additional Services Retained
Shares ($.001 Par Paid-In To Be Deferred Earnings
Issued Value) Capital Provided Charges (Deficit) Total
------------- ---------------- ----------- ------------- --------- ------------ -----------

Balances, October 31, 1998 8,272,800 $ 8,273 $ 934,767 $ - $ - $ (564,345) $ 378,695

Issuance of Common Shares
Pursuant to a Private
Placement Memorandum

Shares Issued at
discounted market value 2,200,000 2,200 1,854,050 - - - 1,856,250

Dividend related to the
difference between the
issue price and
discounted market value - - - - - (866,250) (866,250)

Issuance of Warrants for
Services Provided - - 23,500 (23,500) - - -

Funds expended for
Deferred Charges - - - - (20,713) - (20,713)

Amortization of
Consultant Services - - - 9,792 - - 9,792

Net (Loss) Year Ended
October 31, 1999
(Restated) - - - - - (87,186) (87,186)
------------- ---------------- ----------- ------------- --------- ------------ -----------
Balances, October 31, 1999 10,472,800 10,473 2,812,317 (13,708) (20,713) (1,517,781) 1,270,588

Issuance of Common Shares
Pursuant to the acquisition
of Vallar Consulting Group 350,000 350 15,650 - - 75,018 91,018
------------- ---------------- ----------- ------------- --------- ------------ -----------
Balances, October 31, 1999
(as Restated) 10,822,800 10,823 2,827,967 (13,708) (20,713) (1,442,763) 1,361,606

Dissolution of Vallar
Consulting Group - - (16,000) - - (36,460) (52,460)

Funds expended for
Deferred Charges - - - - (2,000) - (2,000)

Stock issued to non-employee
for deferred charges 7,000 7 34,786 - (34,793) - -

Issuance of Warrants and
Payment Agreement for
Services to be Provided - - 2,041,000 (2,041,000) - - -

Amortization of
Consultant Services - - - 13,708 - - 13,708

Net Income Year Ended
October 31, 2000 - - - - - 235,000 235,000
------------- ---------------- ----------- ------------- --------- ------------ -----------
Balances, October 31, 2000 10,829,800 $ 10,830 $4,887,753 $ (2,041,000) $(57,506) $(1,244,223) $1,555,854
============= ================ =========== ============= ========= ============ ===========

See notes to the financial statements.
F-12

Medi-Hut Company, Inc.
Statements of Cash Flows

Year Ended October 31,
-----------------------------
2000 1999
-------------- --------------
(Restated)

Cash Flows From Operating Activities
Net Income (Loss) $ 235,000 $ (87,186)
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided (Used) by Operating Activities:
Depreciation and amortization 15,789 2,821
Amortization of prepaid consulting expense 13,708 26,625
Deferred income taxes 17,124 -
Dissolution of Vallar Consulting Group (62,675) -
Decrease (Increase) in Assets
Accounts receivable (366,792) (231,428)
Inventory (209,833) 9,764
Prepaid expenses (1,796) 2,320
Increase (Decrease) in Liabilities
Accounts payable and accrued expenses 276,186 447,949
Income taxes payable 45,540 -
-------------- --------------
Net Cash Provided(Used) by Operating Activities (37,749) 170,865
-------------- --------------

Cash Flows From Investing Activities
Cash acquired from acquisition of Vallar 10,215 -
Purchases of marketable securities - (900,000)
Redemption of marketable securities 500,000 -
Cash paid for molds and equipment (156,608) -
Cash paid for patent and licensing costs (13,081) -
Cash paid for deposit on equipment (183,267) -
-------------- --------------
Net Cash Provided (Used) by Investing Activities 157,259 (900,000)
-------------- --------------

Cash Flows From Financing Activities
Proceeds from sale of common stock - 998,500
Repayment of lines of credit - (39,195)
Cash paid for deferred charges (2,000) (20,713)
-------------- --------------
Net Cash Provided (Used)by Financing Activities (2,000) 938,592
-------------- --------------

Net Increase in Cash 117,510 209,457
Cash at Beginning of Period 384,733 175,276
-------------- --------------
Cash at End of Period $ 502,243 $ 384,733
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Period for:
Interest $ - $ 4,554
============== ==============
Income taxes $ 300 $ 300
============== ==============

See notes to the financial statements.
F-13

Medi-Hut Company, Inc.
Statements of Cash Flows, Continued

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

Common stock purchase warrants ($2,041,000) and a payment schedule
($1,200,000) were issued by the Company during 2000 for consultant services to
be provided totaling $3,241,000.

Common stock purchase warrants were issued by the Company during 1999 for
consultant services to be provided amounting to $23,500.

Common stock dividends amounting to $866,250 during 1999 were recognized as to
the difference between the average high/low market price and issue price of
the 2,200,000 common shares issued in accordance with the private placement
memorandum.

Common stock was issued in 2000 for deferred charges amounting to $34,793.

The Company acquired Vallar Consulting Group in a business combination
accounted for under the pooling of interests method during 2000:

Assets $ 74,690
Liabilities (6,611)
Equity (78,294)
Cash Received $ 10,215

See notes to the financial statements

F-14

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization

Medi-Hut Company, Inc. ("Medi-Hut" or "the Company"), a company in the
business of selling wholesale medical supplies, was originally incorporated in
the State of New Jersey on November 22, 1982. On January 28, 1998, the
Company entered into an Agreement and Plan of Reorganization (APR) with a
public company Indwest, Inc. (Indwest), a Utah company incorporated on August
20, 1981 (formerly known as Gibraltor Energy, Gibraltor Group, Computermall of
Philadelphia, Inc. and Steering Control Systems, Inc.). Pursuant to the APR,
Medi-Hut's shareholders exchanged 100% of their common shares for 4,295,000
newly issued shares of Indwest on March 3, 1998.

For accounting purposes, the acquisition has been treated as an acquisition of
Indwest by Medi-Hut and a recapitalization of Medi-Hut. The historical
financial statements prior to January 28, 1998 are those of Medi-Hut.
Pro-forma information is not presented since the combination is considered a
recapitalization. Subsequent to the exchange, Medi-Hut merged with Indwest
whereby Medi-Hut ceased to exist and Indwest, the surviving corporation,
changed its name to Medi-Hut Company, Inc. On February 2, 1998, Medi-Hut
Company, Inc. changed its state of domicile from Utah to Delaware. The
surviving corporation's operations are entirely those of the former and new
Medi-Hut.

Acquisition of Vallar Consulting Group and Restatement

On April 4, 2000, the Company acquired Vallar Consulting Group (Vallar) in a
business combination accounted for as a pooling of interests. Vallar
Consulting Group, which engages in the sales of medical supplies, became a
wholly owned subsidiary of the Company through the exchange of 350,000
restricted shares of the Company's common stock for all of the outstanding
stock of Vallar Consulting Group. Vallar was subsequently dissolved and all
the assets, liabilities and equity was recorded on the books of Medi-Hut. The
accompanying financial statements for October 31, 2000 and 1999 are based on
the assumption that the companies were combined for the years ended October
31, 2000 and 1999 and financial statements of prior years have been restated
to give effect to the combination.

The following is a reconciliation of the amounts of net sales and net income
(loss) previously reported for the year ended October 31, 1999 with restated
amounts:

Net Sales
As previously reported $ 1,272,419
Vallar Consulting Group 3,485,849
----------------
As Restated $ 4,758,268
================
Net Income (Loss)
As previously reported $ (74,462)
Vallar Consulting Group (12,724)
----------------
As Restated $ (87,186)
================

F-15
42

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Investments in Marketable Securities

The Company invests in debt securities which are classified at the date of
purchase as held-to-maturity securities. Held-to-maturity securities are
reported at amortized cost, as the Company has both the ability and intent to
hold such securities until maturity.

Accounts Receivable

No reserve for doubtful accounts has been established since management
believes that all accounts receivable are collectible in full.

Inventory

Inventory is stated at the lower of cost (determined on a first-in, first-out
basis) or market. Market values represent the lower of replacement cost or
estimated net realizable value.

Deferred Charges

Deferred charges are comprised of costs incurred by the Company for seeking
small business loan financing. These charges will be amortized over the loan
period when and if such financing is obtained or expensed in full should such
financing not be obtained. No amortization expense has been recognized during
the years ended October 31, 2000 and 1999.

Depreciation

Machinery and equipment are stated at cost. Depreciation is computed using
the straight line method for financial reporting purposes which amounted to
$13,473 and $263 for the years ended October 31, 2000 and 1999 respectively.
The estimated useful lives of the machinery and equipment assets for financial
statement purposes are five years. The estimated useful lives of molds for
financial statement purposes are three years. For income tax purposes,
recovery of capital costs for machinery and equipment and molds are made using
accelerated methods over the asset's class life. Repairs and maintenance
expenditures which do not extend the useful lives of the related assets are
expensed as incurred.

Amortization

The capitalized cost reduction on the auto lease is being amortized over the
life of the lease (24 months). Total amortization for the years ended October
31, 2000 and 1999 was $632 and $948, respectively.

Research and Development

The only research and development costs incurred relate to patent and
licensing costs which are being amortized over their remaining useful lives of
20 years on a straight line basis beginning on the patent application dates.
Total amortization for the years ended October 31, 2000 and 1999 was $1,685
and $1,610, respectively.

Revenue Recognition

Revenue from product sales is recognized at the time of shipment provided that
the resulting receivable is deemed probable of collection.

Income Taxes

In accordance with the provisions of Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes" (SFAS No. 109"), deferred
taxes are recognized for depreciation differences between book and tax methods
and for operating losses that are available to offset future taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to realized.

F-16

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Use of 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.

Securities Issued for Services

The Company accounts for common stock and common stock purchase warrants
issued for services by reference to the fair market value of the Company's
stock on the date of stock issuance or warrant grant in accordance with
Financial Accounting Standards Board Statement No. 123 "Accounting for
Stock-Based Compensation. (FASB 123)" Compensation/consultant expense is
recorded for the fair market value of the stock and warrants issued.

NOTE 2 - CONCENTRATIONS OF CREDIT AND BUSINESS RISK

The Company maintains cash balances in a financial institution. Accounts at
the institution are insured by the Federal Deposit Insurance Corporation up to
$100,000 per account, of which the Company's accounts may, at times, exceed
the federally insured limits.

The Company provides credit in the normal course of business to customers
located primarily in the northeastern portion of the U.S. The Company
performs ongoing credit evaluations of its customers.

NOTE 3 - MARKETABLE SECURITIES

Cost and fair value of the Company's investments in Held-to-maturity debt
securities are as follows:

October 31,
2000 1999
-------------- --------------
Amortized Cost $ 400,000 $ 900,000
Gross Unrealized Gains/Losses - -
-------------- --------------
Fair Value $ 400,000 $ 900,000
============== ==============

The debt securities held at October 31, 2000 are due November 30, 2000, have a
fixed interest rate of 6.49% per annum and are unsecured. The debt securities
held at October 31, 1999 were due between November 24, 1999 to November 26,
1999, had a fixed interest rate of 5.26% and 5.29% per annum and are
unsecured.

The amortized costs and fair values of debt securities Held-to-maturity at
October 31, 2000 and 1999 by expected maturity are all due in one year or
less.

NOTE 4 - INVENTORY

Inventory consists of purchased finished goods which totaled $238,808 and
$28,975 at October 31, 2000 and October 31, 1999 (Restated), respectively.

F-17
44

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 5 - LINES OF CREDIT

On October 10, 1997, the Company obtained a $150,000 revolving line of credit
under which the bank has agreed to make loans at 3% above the prime interest
rate. The line expired on October 10, 2000 but was renewed until October 10,
2001 and may be used to support and finance the Company's commercial foreign
letters of credit. As of October 31, 2000 and October 31, 1999, there were $0
outstanding on this line of credit.

At October 31, 2000 and 1999, the Company had a $0 open letters of credit.

Also on October 10, 1997, the Company obtained a $50,000 working capital line
of credit under which the bank has agreed to make loans at 2% above the prime
interest rate. The line expired on August 30, 2000, but was renewed until
August 30, 2001. As of October 31, 2000 and October 31, 1999, there were no
amounts outstanding on this line of credit, respectively.

Both lines of credit are secured by all of the Company's assets and personal
guarantees of the Company's officers.

NOTE 6 - OPERATING LEASE COMMITMENTS

The Company leases certain office and warehouse space (90 days cancelable) and
an automobile under operating leases.

The following is a schedule of future minimum rental payments (exclusive of
common area charges) required under operating leases that have initial or
remaining non-cancelable lease terms in excess of one year as of October 31,
2000.

Year Ending October 31,
2001 $ 6,697
2002 6,697
2003 2,789
---------
Total minimum payments required $ 16,183
=========

Rent expense for the years ended October 31, 2000 and 1999 (Restated) amounted
to $27,347 and $27,713, respectively.

The office and warehouse lease contain provisions for contingent rental
payments based upon increases in taxes, insurance and common area maintenance
expense.

NOTE 7 - EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share in accordance with the provisions of
Financial Accounting Standards Board No. 128, "Earnings per Share", is
computed by dividing net income (loss) by the weighted average number of
shares of common stock outstanding during the period. Common stock
equivalents (warrants) have not been included in this computation as of
October 31, 1999 since the effect would be anti-dilutive. At October 31,
2000, the following amounts were used in computing earnings per share and the
effect on the weighted average number of shares of dilutive potential common
stock. The number of shares used in the calculations for October 31, 2000
reflect of the common stock equivalents (warrants) if exercised:

F-18
45

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 7 - EARNINGS (LOSS) PER COMMON SHARE, Continued

Year Ended October 31,
---------------------------
2000 1999
------------- -------------
(Restated)
Weighted average number of common shares
used in basic EPS 10,679,013 9,159,238
Effect of Dilutive Securities:
Warrants 1,400,000 -
------------- -------------
Weighted average number of common shares
and dilutive potential common stock used
in EPS - assuming dilution 12,079,013 9,159,238
============= =============

NOTE 8 - WARRANTS/DEFERRED CONSULTING FEES/CONSULTANT SERVICES TO BE PROVIDED

Pursuant to a one year consulting agreement beginning on March 2, 1998 for
public relations services, the Company issued common stock purchase warrants
as follows:
Exercise
Price Exercise Term
No. of Per ---------------------------
Date of Grant Shares Share Start Expiration Vesting Rights
-------------- -------- -------- ------------- ------------- --------------
March 2, 1998 50,000 $ 3.00 March 2, 1998 March 2, 2001 Upon Issue
March 2, 1998 50,000 3.50 March 2, 1998 March 2, 2001 Upon Issue
March 2, 1998 50,000 4.00 March 2, 1998 March 2, 2001 Upon Issue
March 2, 1998 50,000 5.00 March 2, 1998 March 2, 2001 Upon Issue

Pursuant to another one year consulting agreement on June 1, 1999 for public
relations services, the Company additionally issued the following warrants:

Exercise
Price Exercise Term
No. of Per ---------------------------
Date of Grant Shares Share Start Expiration Vesting Rights
-------------- -------- -------- ------------- ------------- --------------
June 1, 1999 125,000 $ 0.50 June 1, 1999 June 1, 2002 Upon Issue
June 1, 1999 125,000 0.75 June 1, 1999 June 1, 2002 Upon Issue
June 1, 1999 125,000 1.00 June 1, 1999 June 1, 2002 Upon Issue
June 1, 1999 125,000 1.25 June 1, 1999 June 1, 2002 Upon Issue

On October 1, 2000, the Company executed an additional 16 month agreement for
public relations services to be provided that requires cash payments of
$100,000 per month, totaling $1,200,000 beginning February 1, 2001. Moreover,
600,000 warrants have also been included as part of the agreement which
entitles the holder to an exercise price of $5.00 per share, full vesting
rights upon issuance and an expiration date of October 1, 2005. The Company
has a four month trial period in which the entire agreement may be rendered
null and void by the Company up to February 1, 2001 at which time, should the
agreement continue in effect, straight-line amortization of the Deferred
Consulting Fees and Consultant Services to be Provided will begin and extend
over a twelve month period.

On October 18, 2000, the Company issued to a consultant 100,000 warrants for
future services to be provided over a three year period. The exercise price
is $3.00 per share, full vesting rights upon issuance and an expiration date
of October 18, 2003.

F-19
46

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 8 -WARRANTS/DEFERRED CONSULTING FEES/CONSULTANT SERVICES TO BE PROVIDED.
Continued

Consultant expense of $20,883 and $26,625 for the years ended October 31, 2000
and 1999, respectively, has been recorded in accordance with FASB Statement
No. 123 as a part of selling, general and administrative expenses. The fair
value of each warrant issued is estimated on the grant date using the black
scholes pricing model with the following weighted-average assumptions used for
grants for the years ended October 31, 2000 and 1999; dividend yield of 0%,
risk-free interest of 5%, and expected lives of 3-5 years for the warrants.
Warrants issued for consultant services to be provided have been valued at
$2,041,000 and $23,500 at October 31, 2000 and 1999, respectively, and are
reflected as contra equity accounts on the balance sheets.

At October 31, 2000 and 1999, there were 1,400,000 and 700,000 shares eligible
for exercise, respectively, at prices ranging from $.50 to $5.00 per share.
The weighted average remaining contractual life of the warrants is one year,3
months and 2 years, respectively, for the years ended October 31, 2000 and
1999. The weighted average exercise price of the warrants is $3.22 and $1.73,
respectively, for the years ended October 31, 2000 and 1999.

NOTE 9 - MAJOR CUSTOMERS

For the years ended October 31, 2000 and 1999 (Restated), the Company had six
major customers, sales to which represented approximately 78% ($6,323,926) and
61% ($2,909,814), respectively, of the Company's revenues. The Company had
accounts receivable balances due from these customers of $633,686 and $345,753
at October 31, 2000 and October 31, 1999 (Restated), respectively. The loss
of these customers would have a materially adverse effect on the Company.

The following indicates the revenues from each of the major customers:

Year Ended October 31,
----------------------------
2000 1999
-------------- -------------
(Restated)

Major Customer #1 $ 402,109 $ 341,492
Major Customer #2 279,887 307,608
Major Customer #3 2,287,981 297,906
Major Customer #4 1,060,199 620,453
Major Customer #5 1,058,089 619,218
Major Customer #6 1,235,661 723,137
-------------- -------------
Total $ 6,323,926 $ 2,909,814
============== =============
NOTE 10 - RELATED PARTY TRANSACTIONS

Accounting services of $23,302 and $5,635 for years ended October 31, 2000 and
1999, respectively, were provided by a firm of which certain individuals in
that firm are shareholders/directors of the Company.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash, Accounts Receivable, Accounts Payable and Lines of Credit

The carrying amount approximates fair value because of the short maturity of
these instruments.

Limitations

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgement and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimate.

F-20

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 12 - INCOME TAXES

The income tax provision (benefit) is comprised of the following:

Federal State Total
------------ ----------- ------------
Year Ended October 31, 2000
Current $ 37,001 $ 8,539 $ 45,540
Deferred 13,913 3,211 17,124
------------ ----------- ------------
$ 50,914 $ 11,750 $ 62,664
============ =========== ============
Year Ended October 31, 1999
Current $ - $ 300 $ 300
Deferred - - -
------------ ----------- ------------
$ - $ 300 $ 300
============ =========== ============

Deferred taxes are recognized for temporary differences between the basis of
assets and liabilities for financial statement and income tax purposes. The
differences relate entirely to net operating loss carryforwards for both
Federal and State income tax purposes in 1999 and depreciation differences in
2000.

The differences between income tax provision (benefit) in the financial
statements and the tax expense (benefit) computed at the U.S. Federal
Statutory rate are as follows:

October 31,
----------------------------
2000 1999
------------- --------------
Federal statutory rate 39% -
State tax rate 9% -
Depreciation (27%) -
Benefit from net operating loss
carryforwards - (15)%
Valuation allowance - 15 %
------------- ---------------
Effective tax rate 21% -
============= ===============

The Company's total deferred tax (attributable to depreciation differences
in 2000 and net operating loss carry forwards in 1999) and valuation allowance
at October 31, 2000 is as follows:

October 31,
---------------------------
2000 1999
------------- -------------
Deferred tax asset $ - $ 15,000
Deferred tax liability (17,124) -
Less valuation allowance - (15,000)
------------- -------------
Net deferred tax asset (liability) $ (17,124) $ -
============= =============

The change in the valuation allowance amounted to $15,000 and $12,000 for the
years ended October 31, 2000 and 1999, respectively.

F-21

Medi-Hut Company, Inc.
Notes to the Financial Statements

NOTE 13 - SUBSEQUENT EVENTS

On November 16, 2000, the Company entered into a joint venture agreement with
a South Korean company whereby Medi-Hut shall contribute $1,000,000 for a 44%
interest in the anticipated entity. The joint venture formation is subject to
approval by the South Korean government. The new entity will provide a
facility for production of the Company's patented safety syringe and allow for
better control over the manufacturing and distribution process.

On November 30,2000, the Company entered into an agreement to issue and sell
475,000 units to an investor in accordance with the provisions of Section 4(2)
and Regulation D of the Securities Act of 1933. Each unit will have a price of
$4.20 and shall be comprised of one share of the Company's common stock and
one warrant to purchase a share of common stock in the Company which shall be
exercisable beginning on the closing date of the transaction and extend over a
five year period thereafter and shall grant to the investor or holder the
right to purchase one additional share of the Company's common stock at a
price of $5.25 per share. If this transaction had occurred prior to the
October 31, 2000 balance sheet date, the weighted average of common shares
outstanding for purposes of calculating earnings per share-assuming dilution
would have increased by 950,000 common shares to 13,029,013 resulting in no
change to the presently calculated $.02 earnings per share-assuming dilution.

On December 18, 2000, 100,000 warrants were exercised by a warrant holder
totaling $300,000 of proceeds to the Company and the issuance of 100,000
shares of common stock.

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* * *

No dealer, salesman or any other person ----------
has been authorized to give any information
or to make any representations not contained PROSPECTUS
in this prospectus; any information or
representation not contained herein must not ----------
be relied upon as having been authorized by
Medi-Hut. This prospectus does not constitute
an offer to sell, or a solicitation of an offer
to buy, any securities other than the securities
covered by this prospectus; nor does it
constitute an offer to sell, or a solicitation
of an offer to buy, any of the securities covered
by this prospectus by Medi-Hut or any person to
whom it is unlawful for Medi-Hut to make such
offer or solicitation. Neither the delivery of Medi-Hut Co., Inc.
this prospectus nor any sale made hereunder shall,
under any circumstances, create an implication
that there has been no change in the affairs of
Medi-Hut since the date of this prospectus. 1,850,000
Common Shares
__________

TABLE OF CONTENTS
Page

Prospectus Summary..............................3
Risk Factors....................................4
Use of Proceeds.................................6
Market for Common Equity .......................6
Management's Discussion and Analysis ...........8
Business ......................................13
Property.......................................18
Legal Proceedings..............................18
Management ....................................19 October 29, 2001
Principal Stockholders.........................21
Selling Stockholders ..........................23
Description of Securities .....................23
Plan of Distribution...........................25
Interest of Named Experts and Counsel .........25
Commission Position on Indemnification
For Securities Act Liability..................26 Until forty (40) days after
Available Additional Information ..............26 the effective date of this
Changes In and Disagreements With prospectus all dealers
Accountants...................................26 effecting transactions in
Index to Financial Statements..................27 the registered securities,
whether or not
participating in this
distribution, may be
required to deliver a
prospectus. This is in
addition to the obligation
of dealers to deliver a
prospectus when acting as
underwriters and with
respect to their unsold
allotments or
subscriptions.

PART II

ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation and bylaws do not provide for
indemnification of our directors and officers. However, pursuant to Delaware
General Corporate Law Section 145 we must indemnify a present and former
director and officer of Medi-Hut who is successful on the merits, or
otherwise, in defense of an action or claim. We will indemnify such person
for actual and reasonable expenses incurred by such person only if we
determine that such indemnification is authorized. Such determination will be
based upon whether such person conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, the our best interests.
In a criminal action the person must not have had a reasonable cause to
believe his conduct was unlawful. We may advance expenses if the person
provides a written affirmation that he will repay the advance if he is
adjudged not to have met the standard of conduct. We have purchased director
and officer liability insurance for our management which has a $1 million per
year policy limit.

ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses payable by us in connection
with the sale of the shares. All the amounts shown are estimates except for
the registration fee:

Securities and Exchange Commission Registration Fee............... $ 3,792.50
Printing and Engraving Expenses................................... 500.00
Legal and Accounting Fees and Expenses............................ 9,000.00
Transfer Agent and Registrar Fees and Expenses.................... 250.00
Miscellaneous..................................................... 250.00
-----------
Total $ 13,792.50

ITEM 26: RECENT SALES OF UNREGISTERED SECURITIES

The following discussion describes all securities sold by us without
registration within the past three years:

On January 23, 1998, Indwest issued an aggregate of 1,751,251 common
shares to twelve persons for $33,333 in costs paid for or on behalf of Indwest
and for services rendered to Indwest in connection with the merger with
Medi-Hut, New Jersey. We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.

On March 2, 1998, we issued warrants to Columbia Financial Group to
purchase 200,000 shares of our common stock at an aggregate exercise price of
$775,000 in consideration for its public relations services. Such services
were valued at $50,500. We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.

In March 17, 1998, we sold an aggregate of 27,000 common shares for
$67,500 to eight persons. We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.

On June 4, 1998, pursuant to Rule 504 of Regulation D, we sold 500,000
common shares to two accredited persons for $225,000. A 10% commission was
paid for this offering. We relied on an exemption from the registration
requirements under the Securities Act by reason of Section 3(b) and such
offering did not exceed the $1 million aggregate limitation for sales of
securities pursuant to Section 3(b) for the prior twelve months.

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On June 1, 1999, we issued an aggregate of 500,000 warrants to Columbia
Financial in consideration for its consulting and investor relations services
as our public relations consultant. The warrants are exercisable upon
issuance for a period of three years, ending June 1, 2002, with an aggregate
exercise price of $437,500. Such services were valued at $26,625. We relied
on an exemption from registration for a private transaction not involving a
public distribution provided by Section 4(2) under the Securities Act.

On August 4, 1999, we offered an aggregate of 2,200,000 common shares
for $1,000,000 pursuant to Rule 504 of Regulation D. Five accredited
investors purchased 2,200,000 common shares for the $1 million aggregate
offering price A 10% commission was paid for this offering. We relied on an
exemption from the registration requirements under the Securities Act by
reason of Section 3(b) and such offering did not exceed the $1 million
aggregate limitation for sales of securities pursuant to Section 3(b) for the
prior twelve months.

On March 14, 2000, we issued 7,000 common shares to John E. Strydesky
for consulting services valued at $34,792.50. We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.

On April 4, 2000, we agreed to issue 350,000 common shares valued at
$1,340,500 to Lawrence Marasco in exchange for the one outstanding share of
Vallar Consulting. We relied on an exemption from registration for a private
transaction not involving a public distribution provided by Section 4(2) under
the Securities Act.

On October 1, 2000, we issued warrants to purchase 600,000 common shares
to Columbia Financial in consideration for its consulting and investor
relations services as our public relations consultant. The warrants were
valued at $2,041,000. The warrants are exercisable upon issuance for a period
of five years, ending October 1, 2005, with an exercise price of $5.00. We
relied on an exemption from registration for a private transaction not
involving a public distribution provided by Section 4(2) under the Securities
Act.

On October 18, 2000, we granted warrants to purchase 100,000 common
shares to John Clayton in consideration for his consulting services rendered
to us for development of a business and management plan. Such services were
valued at $109,000. The warrants had an exercise price of $3.00 for a period
of three years, ending October 18, 2003. We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.

On November 30, 2000, we agreed to sell, in a private placement, 475,000
units for $1,995,000 to Mid-West First Financial, Inc., an accredited
investor. Each unit consists of one common share and one warrant to purchase
one common share. The warrants are exercisable for a period of five years at
an exercise price of $5.25. We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.

On January 5, 2001, we issued 4,000 common shares valued at $18,000 to
Don Mayer, President of Universal Business Insurance, in consideration for
directors and officers liability insurance provided to us. We relied on an
exemption from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

On February 1, 2001, we sold 475,000 units to Mid-West First Financial,
Inc., an accredited investor, for $1,995,000 pursuant to a private placement
agreement dated November 30, 2000. Each unit consisted of one common share
and one warrant to purchase one common share. The warrants are exercisable
for a period of five years at an exercise price of $5.25. We relied on an
exemption from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

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52

the offering after we had sold an aggregate of 275,000 shares to six
accredited investors and one purchaser for $1,581,250. We relied on an
exemption from the registration requirements under the Securities Act by
reason of Section 3(b) and such offering did not exceed the $5 million
aggregate limitation for sales of securities pursuant to Section 3(b) for the
prior twelve months.

On October 5, 2001, we agreed to sell 600,000 units to Empire Fund
Managers LLC for $3,180,000. Each unit consisted of one common share and a
warrant to purchase an additional common share at $6.75. We relied on an
exemption from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

In each of the private transactions above we believe that each purchaser
either had unrestricted access to detailed material information regarding our
operations due to personal relationships or was provided the same kind of
information regarding our operations as would be available in a registration
statement. We believe each possessed sufficient sophistication to evaluate
the information provided and was able to bear the economic risk of the
purchase. Also, we believe each purchaser (i) was aware that the securities
had not been registered under federal securities laws; (ii) acquired the
securities for his/her/its own account for investment purposes of the federal
securities laws; (iii) understood that the securities would need to be
indefinitely held unless registered or an exemption from registration applied
to a proposed disposition; and (iv) was aware that the certificate
representing the securities would bear a legend restricting its transfer. We
believe that, in light of the foregoing, the sale of our securities to the
respective acquirers did not constitute the sale of an unregistered security
in violation of the federal securities laws and regulations by reason of the
exemptions provided under 4(2) of the Securities Act, and the rules and
regulations promulgated thereunder.

ITEM 27: EXHIBITS

EXHIBITS

Exhibit
Number Description

2.1 Agreement and Plan of Reorganization between Medi-Hut and Vallar
Consulting, dated January 10, 2000. (Incorporated by reference to
Medi-Hut's 10-KSB, as amended, filed January 26, 2000)

3.1 Articles of Incorporation of Medi-Hut as amended

3.2 Bylaws of Medi-Hut (Incorporated by reference to exhibit 3.4 to
Medi-Hut's Form 10-SB as amended, file No. 0-27119, filed August 23,
1999)

5.1 Opinion of Cindy Shy, P.C.

10.1 Lease between Medi-Hut and Stamos & Sommers, LLC, dated December 12,
1997 (Incorporated by reference to exhibit 10.1 to Medi-Hut's Form
10-SB as amended, file No. 0-27119, filed August 23, 1999)

10.2 Form of Confidential Agreement (Incorporated by reference to exhibit
10.2 to Medi-Hut's Form 10-SB as amended, file No. 0-27119, filed
August 23, 1999)

10.3 Promissory Note between Medi-Hut and PNC Bank, N.A., dated October
10, 1997 (Incorporated by reference to exhibit 10.3 to Medi-Hut's
Form 10-SB as amended, file No. 0-27119, filed August 23, 1999)

10.4 Promissory Note between Medi-Hut and PNC Bank, N.A., dated October
10, 1997 (Incorporated by reference to exhibit 10.4 to Medi-Hut's
10-KSB, as amended, filed January 26, 2000)

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53

10.5 Consultant Agreement between Columbia Financial Group and Medi-Hut,
dated October 1, 2000 (Incorporated by reference to the Form SB-2,
file No. 333-53718, filed January 16, 2001)

10.6 Amendment to Consultant Agreement between Columbia Financial Group
and Medi-Hut, dated October 1, 2000 (Incorporated by reference to the
Form 10-Q, filed June 4, 2001)

10.7 Registration Rights Agreement between Medi-Hut, Mid-West, Columbia
Financial and Mutual Ventures, dated November 30, 2000. (Incorporated
by reference to exhibit 10.6 to the Form SB-2, filed January 16,
2001)

10.8 Joint Venture Agreement between Medi-Hut and COA International
Industries, Inc., dated November 16, 2000

10.9 Unit Purchase Agreement between Empire Fund Managers, LLC, dated
October 5, 2001

10.10 Registration Rights Agreement between Empire Fund Managers, LLC,
dated October 5, 2001

23.1 Consent of Rosenberg, Rich, Baker & Berman

23.2 Consent of Cindy Shy, P.C. (See exhibit 5.1)

ITEM 28: UNDERTAKINGS

Pursuant to Rule 415 the undersigned registrant hereby undertakes to:

(1) file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement which will include any
prospectus required by Section 10(a)(3) of the Securities Act; reflect in the
prospectus any facts or events which, individually or together, represent a
fundamental change in the information in the registration statement; and
include any additional or changed material information on the plan of
distribution.
(2) For the purpose of determining any liability under the Securities
Act, to treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

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
such 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 any director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether this indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of this issue.

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54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused the registration statement to be signed on its
behalf by the undersigned, duly authorized, in the city of Lakewood, State of
New Jersey.

MEDI-HUT CO., INC.

By: /s/ Joseph Sanpietro Date: 10-30-01
__________________________________________________
Joseph A. Sanpietro, President, CEO and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph A. Sanpietro and Vincent J.
Sanpietro, and each of them, his attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him in any and all capacities,
to sign any and all amendments (including post effective amendments) to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully as to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or any of them,
or their or his substitute or substitutes, may do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Joseph A Sanpietro
By:_________________________________________________ Date: 10-30-01
Joseph A. Sanpietro, President, CEO and Director

/s/ Vincent J. Sanpietro
By: ________________________________________________ Date: 10-30-01
Vincent J. Sanpietro, Secretary and Director

/s/ Robert Russo
By:_________________________________________________ Date: 10/30/01
Robert Russo, Treasurer and Director

/s/ Laurence M. Simon
By:_________________________________________________ Date: 10/29/01
Laurence M. Simon, Chief Financial Officer

/s/ James G. Aaron
By:_________________________________________________ Date: 10/30/01
James G. Aaron, Director

/s/ James S. Vaccaro
By:_________________________________________________ Date: 10/29/01
James S. Vaccaro, Director

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