As filed with the Securities and Exchange
Commission on November 27, 2001 Registration No.333-72504

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

Form SB-2/A
Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Nevada 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) 901-06060
(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. [ ]

Medi-Hut hereby amends this 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 Nevada corporation

1,850,000 shares of common stock

This investment involves a high degree of risk, you should review
the "Risk Factors" beginning on page 4.
______________

Neither the Securities and Exchange Commission nor any state
securities commission has not 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 November 26, 2001

TABLE OF CONTENTS

Prospectus Summary....................................................3
Risk Factors..............................................................4
Use of Proceeds...........................................................5
Market For Common Equity..................................................5
Management's Discussion And Analysis......................................7
Our Business.............................................................12
Property.................................................................16
Legal Proceedings........................................................16
Management...............................................................17
Principal Stockholders...................................................20
Selling Stockholders.....................................................21
Description of Securities................................................24
Plan of Distribution.....................................................24
Interest of Named Experts And Counsel....................................25
Commission's Position on Indemnification For Securities Act Liability....25
Available Information....................................................26
Changes In And Disagreements With Accountants............................26
Index to Financial Statements............................................27

PROSPECTUS SUMMARY

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

The Offering. Medi-Hut is registering 1,850,000 common shares to be
sold by selling stockholders, who are identified in the "Selling Stockholders"
section starting on page 21. We are registering these shares as a result of
agreements we have entered into with the selling stockholders. Specifically,
in October 2001 we entered into a registration rights agreement with Empire
Fund Managers, LLC, which requires Medi-Hut to register 1,200,000 common
shares sold to Empire Fund in a private placement. We sold 600,000 units to
Empire Fund, with each unit consisting of one common share and a warrant to
purchase an additional share. We are registering the 600,000 common shares
issued to Empire Fund and the additional 600,000 shares to be issued to Empire
Fund upon the future exercise of warrants. We are also registering 275,000
shares pursuant to "piggy back" registration rights we granted to seven
selling stockholders in a private placement we conducted during September and
October 2001. Finally, we are registering 375,000 common shares held by our
management. These transactions and agreements are described in more detail in
the "Selling Stockholders - Transactions Related to the Offering," section
starting on page 21.

We will not receive any of the proceeds from the sale of the shares
which are being registered for the selling stockholders. These shares will be
sold from time to time and at the total discretion of the selling
stockholders. See, the "Plan of Distribution" section starting on page 24 for
further details about the possible methods of sale which may be used by the
selling stockholders. However, we may receive proceeds of approximately
$4,050,000 from the exercise of the 600,000 warrants granted to Empire Fund.

Shares of common stock offered by selling stockholders 1,850,000
Common stock outstanding after the offering 14,658,800
Common stock owned by selling stockholders after the offering 3,231,700

The Company. We wholesale medical products, name brand drugs and
over-the-counter drugs, which are provided to us by third-party suppliers. We
private label some of these products, including our "Elite" brand medical
products and our "Tru-Choice" over-the-counter drugs. We also manufacture and
wholesale our safety syringe which we call the Elite Safety Syringe. We sell
our products to other wholesalers who then sell the products to pharmacies and
through mail order. Further discussions of our products and operations can be
found in the "Business" section starting on page 12.

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. Investing in our common stock
involves a high degree of risk and you should not invest in our common stock
unless you can afford to lose your entire investment.

RISKS RELATED TO OUR BUSINESS

We have become profitable in the last two fiscal years, but may
be unable to sustain our profitability if we change our operations
and/or product prices increase.

We recorded a net income of $235,000 for the 2000 fiscal year and have
recorded net income for each subsequent quarter in the 2001 fiscal year.
However, prior to the 2000 fiscal year, we had recorded net losses since our
inception in 1981. We may be unable to sustain our profitability if
third-party suppliers increase the prices we pay for our products or if we
experience financial difficulties as we expand our operations to include
manufacturing of our safety syringes.

We may not be able to compete successfully in our market because
we have a small market share and are subject to intense competition.

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, safety syringes and medical products. Many of these companies have
brand name recognition and significantly greater financial, technical,
marketing, and managerial resources. We believe we must deliver a quality
product at a competitive price in order to achieve brand name recognition and
market acceptance of our Elite medical products, Tru-Choice Drugs and Elite
Safety Syringe. We expect competition to continue in the future as the
markets for medical products develop and as additional competitors enter our
market.

We depend upon our patent and proprietary rights for our Elite
Safety Syringe and these rights cannot be completely safeguarded against
infringement.

Our ability to compete effectively in the safety syringe market will depend,
in part, upon our ability to protect our Elite Safety Syringe patent.
Intellectual property rights, by their nature, are uncertain and involve
complex legal and factual questions. Our competitors may independently
develop or obtain patents on safety syringes that are substantially equivalent
or superior to ours. In the development of our products, we might unknowingly
infringe upon the proprietary rights of others, which would expose us to
significant liability. If we unknowingly infringe on another's proprietary
rights, then we could be forced to seek a license to that party's proprietary
rights, or be required to alter our products or processes so they no longer
infringe upon those rights, or we might be forced to litigate the matter.
These efforts might be expensive and unsuccessful.

Our revenues are dependent upon a few customers who may leave us
at any time.

During fiscal year 2000 we relied on four major customers for 69.4% of our
revenues. We do not enter into long-term agreements with these customers and
they can use other wholesalers at any time. If one or more of these major
customers were to use other wholesalers, we could experience a substantial
drop in revenues.

We buy and manufacture products in foreign countries which subjects
us to risks associated with global operations, including fluctuating
currency exchange rates and political instability.

We purchase products from suppliers located in Korea and we are building a
manufacturing facility for our Elite Safety Syringe in Seoul, Korea. As a
result, our future revenues may be affected by the economy and political

stability of this country if developments in these areas interrupt or increase
the expenses related to the manufacturing of our products. In addition,
international operations are subject to a number of risks, including:
a. longer payment cycles;
b. unexpected changes in regulatory environments;
c. import and export restrictions and tariffs;
d. difficulties in staffing and managing international operations; and
e. the potential for recessions in this foreign economy.

RISKS RELATED TO THE OFFERING AND OUR STOCK PRICE

Investors may be unable to sell the Medi-Hut common stock they
purchase at or above the price they paid for the shares.

After this registration statement is declared effective, the market price of
our shares may drop if the selling stockholders attempt to sell all their
shares into our market about the same time. The availability of these shares
in our market may drive down the price of our shares.

We have not paid cash or stock dividends on our common stock and do
not anticipate paying dividends in the foreseeable future.

We intend to retain future earnings to finance our growth and development and
do not plan to pay cash or stock dividends. Potential investors should not
anticipate receiving dividends from our common stock.

NOTE ABOUT FORWARD LOOKING STATEMENTS

This prospectus contains many forward-looking statements which are not
statements of historical fact. 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. There are important
factors that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements. These factors are
discussed under 'Risk Factors" and presented elsewhere in this prospectus.
The forward-looking statements presented in this prospectus are based on
events through the date on which the statements are made.

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 shares sold by the
selling stockholders. We will pay 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 Stock
Market and the Nasdaq Trading and Market Services for each fiscal quarter for
the past two fiscal years ending October 31st. 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

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
October 31st 10.00 5.27

As of November 19, 2001, we had approximately 264 stockholders of
record holding 14,058,800 common shares. We also have warrants outstanding to
purchase 600,000 common shares at an exercise price of $6.75, which expire
through October 2003.

DIVIDENDS

We have not paid cash or stock dividends and have no present plan to pay
any dividends. Instead, we intend to retain any earnings to finance the
operation and expansion of our business. We are not presently subject to any
restriction on our present or future ability to pay any dividends. We
anticipate that the terms of future debt and/or sales of common stock may
restrict the payment of cash dividends. Therefore, the payment of any cash
dividends on our common stock is unlikely. However, our Board of Directors
may revisit this matter from time to time and may determine our earnings,
financial condition, capital requirements and other factors allow for the
payment of 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.)

Acquisition Treatment: In April 2000, Medi-Hut acquired Vallar
Consulting, a privately held New York corporation, in an arm's length
transaction. Vallar was 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. Medi-Hut issued 350,000 common
shares valued at $1,340,500 to Lawrence Marasco, the sole owner of Vallar.
The acquisition price was negotiated by the parties 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 to qualify 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 (Mfg) Co., Ltd. as a Korean company to
manage the production facility. On February 14, 2001, we received notice that
Medi-Hut International had 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 nine month
period ended July 31, 2001, are not necessarily indicative of results 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

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 drugs 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. These 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. These
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 91.0% 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.

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 sales of our common shares. 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
nine month 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 redeemed
marketable securities of $1,850,000. An additional, $1,995,000 in proceeds
was 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 and we are holding a note receivable for $2,493,750 of the exercise
price.

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 of our common stock to qualified purchasers. 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 investors for $1,581,250.
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 this 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 sales of our
common stock. We likely will rely on exemptions under federal and state laws
and the purchasers and manner of issuance will be determined 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.

OUR BUSINESS

We wholesale drugs and medical products which are provided to us by
various suppliers. We private label some of the medical products and
over-the-counter drugs, and we manufacture and wholesale our Elite Safety
Syringe. We sell our products to distributors or 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, 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. 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 Medi-Hut/Delaware. Then on October 31, 2001,
Medi-Hut/Delaware, formed Medi-Hut, Co. Inc. as a wholly owned subsidiary in
the state of Nevada and completed a change of domicile merger. As a result we
are a Nevada 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. Subsequently, we distributed Vallar's assets to
Medi-Hut and dissolved Vallar. (See, "Management's Discussion and Analysis -
Acquisition Treatment," above)

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 or $6,200,761, or 85.0 % of our total revenues for the nine
month period ended July 31, 2001, and $5,790,185, or 71.2% of our total
revenues for 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
$1,803,605, or 22.2% 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; and
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
12

marketplace, our Elite Safety Syringe can be activated using a one hand
technique. Our Elite Safety Syringe was designed to decrease accidental
needle sticks of medical service providers.

In October of 2000 we started production of the Elite Safety Syringe in
a 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. 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 the services
provided by 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 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
our 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 we could replace a supplier within 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 Jomar Marketing providing $620,453 in revenues
and Laval Corp. accounting for $619,218.

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 and drugs 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 and we believe we have less than a 1% share of our
markets. We maintain our competitive stance by offering a quality product for
less money. We informally survey the price of products sold by the market
leaders and, if possible, we then price our products lower. This allows our
third-party wholesalers to realize greater profits.

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 aid 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
the Elite Safety Syringe patent is of material importance to the future growth
of our business because we anticipate the safety syringe market to grow as a
result of new government regulations requiring safety devices in the medical
field.

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) No. K933569 which allows us to assign the manufacturing rights of the
Elite Safety Syringe. (See, "Government Regulation," below.) The 510(k)
lists Medi-Hut 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;
and if a third-party infringes upon our patent we may 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 On March 14, 1995, the FDA granted approval to
Medi-Hut 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 510(k) approval procedure required us
to demonstrate that the Elite Safety Syringe was substantially equivalent to
other legally marketed devices that were 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 the marketed device; or
(b) has the same intended use as the marketed device; and has
different technological characteristics that must 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 that had no spring activation on the market.
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 have not experienced any work stoppages and believe
that our relations with our employees are good.

REPORTS TO SECURITY HOLDERS

We are required to comply with the reporting requirements of the
Securities Exchange Act of 1934 and must file annual, quarterly and other
periodic reports with the SEC. We also are subject to the proxy solicitation
requirements of the Exchange Act and when we solicit proxies we furnish an
annual report with audited financial statements to our stockholders. We are
an electronic filer and copies of our periodic 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.

The public may read and copy any materials we file with the SEC,
including copies of this registration statement 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 use an investor relations firm, Columbia Financial Group 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. We do not reimburse Columbia Financial for
expenses incurred for its services. Either party may terminate the agreement
with 30 days written notice with 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.

In October 2000 we entered into another consultant agreement with
Columbia Financial in which Columbia Financial agreed to accept a $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 warrant 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.

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 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 are set forth below. Biographical information
for each of those persons is also presented below. Our amended by-laws
require five directors and 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 A. Sanpietro and Vincent J. 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
18

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 2001 $ 93,555 $ 0 $ 7,756 (1)
President, CEO and Director 2000 77,225 0 6,000 (1)
1999 85,200 0 0

Vincent J. Sanpietro, 2001 $ 62,340 $ 0 $ 5,906 (1)
Secretary and Director 2000 51,428 0 5,000 (1)
1999 63,700 0 0

Robert Russo 2001 $ 0 $ 0 $18,696 (2)
Treasurer and Director 2000 0 0 23,302 (2)
1999 0 0 5,635 (2)

Laurence M. Simon 2001 $ 41,667 $ 0 $ 2,061 (3)
Chief Financial Officer 2000 0 0 0
1999 0 0 0

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

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

On November 1, 2001, we entered into an employment agreement with
Laurence M. Simon. We hired Mr. Simon as our Chief Financial Officer for a
term of two years and two months. The first two months of the term are a
trail period. The agreement provides that Mr. Simon will receive an annual
salary of $100,000, along with benefits, including: insurance, vacation, sick
leave and use of a company vehicle. In addition, we granted stock options to
Mr. Simon to purchase an aggregate of 20,000 common shares at $6.75. Options
for 3,680 shares vest on December 31, 2001 and the remainder vest at a rate of
680 common shares each month through December 31, 2003. The agreement
provides that Mr. Simon may be terminated for gross negligence or willful
misconduct in the performance of his duties, if he is convicted of a felony or
if the Board of Directors determines it is in our best interest not to
continue his employment. If the Board determines not to continue his
employment after the trial period, then he will receive a buy-out equal to
twelve month's salary. Mr. Simon has agreed to maintain the confidentiality
of company information and to not compete with the company for a period of two
years after termination. If he breaches this part of the agreement he is
subject to $25,000 in liquidated damages.

We have not entered into employment agreements with any other
executive officer. 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

Robert Russo, our Treasurer and Director, is the managing member of
Koenig, Russo & Associates LLC. We pay the Russo Koenig firm for the
accounting services provided to us by Mr. Russo. For the 2001 fiscal year we
paid approximately $18,696 to Koenig Russo and for the 2000 fiscal year we
paid approximately $23,302 to Koenig Russo for Mr. Russo's services.

On April 20, 2001, we hired Laurence M. Simon as our Chief Financial
Officer, for 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 Medi-Hut's independent auditor for the past two fiscal years.

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 $3,538 for the 2001 fiscal year and
$3,342 for the 2000 fiscal year in legal fees to Ansell Zaro Grimm & Aaron,
P.C.

On October 19, 2001 we sold an aggregate of 135,000 common shares to
three directors and officers as part of our private placement. 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 of our executive officers;
(ii each of our directors; and
(iii all executive officers and directors as a group.
We are unaware of any person or group who owns beneficially more than 5% of
our outstanding common stock. 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 14,658,800, which includes
14,058,800 shares of outstanding common stock as of November 19, 2001, plus an
additional 600,000 shares which may be acquired within the next 60 days upon
exercise of warrants.

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 4,360 (3) *
1935 Swarthmore Avenue
Lakewood, New Jersey 08701

All executive officers and directors
as a group 4,017,860 27.4%

* 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.
(3) Includes stock options which vest within the next 60 days to
purchase 4,360 shares, per his employment agreement.

DESCRIPTION OF SECURITIES

We have 100,000,000 authorized common shares. 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, lists any
relationship they have had with us within the past three years and provides
information regarding the shares the selling stockholders beneficially own and
may sell. The estimated securities owned after the offering assumes that all
of the shares registered under this prospectus are sold. However, we do not
have any agreements or understandings with the selling stockholders which
would require them to sell their shares. The percentage of the outstanding
shares assumes the 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 agreements with the selling stockholders, which are described below.

Beginning on September 7, 2001, we conducted a Regulation D Rule 505
private placement to qualified

purchasers. 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 investors for $1,581,250. The
private placement memorandum provided that the purchasers of the shares sold
in the private placement would have the right to include their shares in any
registration statement filed by Medi-Hut within one year after September 7,
2001. All of these investors have elected to have their shares registered.

On October 5, 2001, we entered into a registration rights agreement with
Empire Fund Managers, LLC, a Nevada limited liability company. We agreed to
register the shares related to the 600,000 units we sold to Empire Fund under
a Unit Purchase Agreement. Each unit was priced at $5.32 and consisted of one
common share and a warrant exercisable for a period of two years to purchase
one additional share at $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. The price for
the units and warrants was based upon 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.

The registration rights agreement required that we file a registration
statement prior to November 20, 2001, to register the 1,200,000 shares 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 5% of the
purchase price of the shares for every 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.

We are also registering 250,000 shares of the 3,279,200 shares
beneficially owned by our President, CEO and Director, Joseph A. Sanpietro.

PLAN OF DISTRIBUTION

We have agreed to register these shares for the benefit of the
selling stockholders; 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 whether the shares issued upon exercise of the warrants will
be sold. 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 may 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.

We will not use the services of underwriters or dealers in
connection with the sale of the shares registered under this prospectus. 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. Since
the selling stockholders may be deemed to be "underwriters" they will be
subject to the prospectus delivery requirements of 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. Regulation
M 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 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 block trade or other special offering of these shares is
arranged, then 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.

Some states securities laws may require the shares be sold only through
registered or licensed brokers or dealers. In addition, in some 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.

The following table sets forth the expenses payable by Medi-Hut 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

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 this type of 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.
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

This prospectus does not contain all of the information in or
attached as an exhibit to the registration statement. Investors should refer
to the exhibits to the registration statement for the complete text. The
registration statement and its exhibits 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. 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.

In addition, the information incorporated by reference is available
to you without charge upon your written or oral request. Medi-Hut agrees to
respond to your requests for the additional 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
_________________

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.

F-22

49
__________

PROSPECTUS
__________
* * *

We have not authorized any dealer, salesman
or any other person to give any information
or to make any representations not contained
in this prospectus. Any information or
representation not contained in this
prospectus must not be relied upon as
having been authorized by Medi-Hut.

__________ Medi-Hut Co., Inc.

TABLE OF CONTENTS
Page
Prospectus Summary..................3 1,850,000 Common Shares
Risk Factors............................4
Use of Proceeds.........................5
Market for Common Equity ...............5
Management's Discussion and Analysis....7
Our Business ..........................12
Property...............................16
Legal Proceedings......................16
Management ............................17
Principal Stockholders.................20
Selling Stockholders ..................21 November 26, 2001
Description of Securities .............24
Plan of Distribution...................24
Interest of Named Experts and Counsel..25
Commission Position on Indemnification
For Securities Act Liability..........25
Available Information .................26
Changes In and Disagreements With
Accountants...........................26
Index to Financial Statements..........27

PART II

ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation provide for the indemnification of present and
former directors and officers and each person who serves at our request as our
officer or director. We will indemnify these individuals against all costs,
expenses and liabilities incurred in a threatened, pending or completed action
or proceeding brought because the individual is our director or officer.
However, we will not indemnify an individual adjudged liable due to his
negligence or willful misconduct toward us. If the action or proceeding does
not reach a final adjudication, we may rely on an opinion of legal counsel as
to the individual's liability.

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

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. (Filed October 30, 2001)

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)

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)

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10.8 Joint Venture Agreement between Medi-Hut and COA International
Industries, Inc., dated November 16, 2000 (Filed October 30, 2001)

10.9 Unit Purchase Agreement between Empire Fund Managers, LLC, dated
October 5, 2001 (Filed October 30, 2001)

10.10 Registration Rights Agreement between Medi-Hut and Empire Fund
Managers, LLC, dated October 5, 2001 (Filed October 30, 2001)

10.11 Employment agreement between Laurence M. Simon and Medi-Hut, dated
November 1, 2001

23.1 Consent of Rosenberg, Rich, Baker & Berman (Filed October 30, 2001)

23.2 Consent of Cindy Shy, P.C. (See exhibit 5.1) (Filed October 30, 2001)

24.1 Power of Attorney (Filed October 30, 2001)

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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.

/s/ Joseph A. Sanpietro 11/27/01
By:___________________________________________ Date:_________________
Joseph A. Sanpietro, President,
CEO and Director

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 11/27/01
By: ________________________________________ Date: _________________
Joseph A. Sanpietro, President, CEO
and Director

/s/ Vincent J. Sanpietro 11/27/01
By:_________________________________________ Date:___________________
Vincent J. Sanpietro, Secretary
and Director

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