**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
  
 **FORM
        10-KSB/A2**
 
  (Mark
        One)
 x
                ANNUAL
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934
 For
        the
        fiscal year ended October 31, 2001
 
 o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934
 For
        the
        transition period from _______________ to
        _______________
 Commission
        File No. 000-27119
  **MEDI-HUT
                  CO., INC.**(Exact
                  name of registrant as specified in its
                  charter)
 
 Nevada
              22-2436721(State
                  of incorporation)
              (I.R.S.
                  Employer Identification No.)
 
 215
                  Morris Avenue, Spring Lake, New Jersey 07762(Address
                  of principal executive offices)
 
 (732)
                  919-2799Issuer's
                  telephone number, including area
                  code
 
 Securities
        registered under Section 12(b) of the Exchange Act:  None
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 
 Common
                  Stock, par value $0.001(Title
                  of class)
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the preceding 12 months (or for such shorter
        period that the registrant was required to file such reports), and (2) has
        been
        subject to such filing requirements for the past 90 days. Yes o   No x
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of the Registrant's knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB. o
  State
        issuer's revenue for its most recent fiscal year: $___
  Documents
        incorporated by reference: None
 
  On
        March
        21, 2003, Medi-Hut Co., Inc. (the “Company”) terminated the employment of its
        four senior officers due to corporate mismanagement in the form of accounting
        irregularities and securities fraud during the fiscal years ended October
        31,
        2002 and 2001. At that time, all of these former officers were the subject
        of an
        investigation by the United States Department of Justice and three were the
        subject of an investigation by the Securities and Exchange Commission. On
        August
        19, 2003, in an action commenced by the United States Department of Justice,
        three of the former officers pled guilty to conspire to inflate the revenue
        and
        earnings of the Company and for lying to investigators, and the fourth former
        officer pled guilty to obstruction of justice. Also on August 19, 2003, the
        Company, as well as the three former officers who were under investigation
        by
        the Securities and Exchange Commission, agreed to a consent decree with the
        Securities and Exchange Commission.
 
 Contemporaneously
        with the termination of the former officers of the Company on March 21, 2003,
        the Company issued a press release and filed a current report on Form 8-K
        with
        the Securities and Exchange Commission disclosing the termination of the
        former
        officers and the appointment of new management, and announcing that the
        Company’s financial results contained in the quarterly reports on Forms 10-Q and
        10-QSB for the periods ended July 31, 2001, January 31, 2002, April 30, 2002
        and
        July 31, 2002, and in the annual report on Form 10-KSB for the fiscal year
        ended
        October 31, 2001, were currently under review and should not be relied upon
        by
        investors and shareholders and would be reissued with more accurate financial
        results in the near future. Subsequent to that announcement and filing, the
        Company’s current management commenced an extensive review of the financial
        statements and other information disclosed in the Company’s quarterly reports on
        Forms 10-Q and 10-QSB filed with the Securities and Exchange Commission in
        2002
        and 2001, respectively. As a result of that review, the current management
        of
        the Company concluded that the financial statements and other information
        disclosed in the Company’s quarterly reports on Forms 10-Q and 10-QSB filed with
        the Securities and Exchange Commission in 2002 and 2001, respectively, and
        disclosed in the Company’s annual report on Form 10-KSB for the fiscal year
        ended October 31, 2001, cannot be relied upon due to the Company’s inability to
        adequately verify such information because of incomplete or missing data.
        Consequently, the Company has elected to amend this annual report on Form
        10-KSB
        for the fiscal year ended October 31, 2001 by removing all of the information
        previously contained herein.
 
 **FOR
        THE REASONS SET FORTH ABOVE, NONE OF THE INFORMATION PREVIOUSLY CONTAINED
        IN
        THIS ANNUAL REPORT SHOULD BE RELIED UPON BY ANY INVESTOR OR
        SHAREHOLDER.**
 
 For
        more
        information regarding the actions taken against the former officers of the
        Company by the United States Department of Justice and the Securities and
        Exchange Commission, as well as other developments regarding the Company,
        please
        see the Company’s annual report on Form 10-KSB for the fiscal year ended October
        31, 2002, and subsequent filings made by the Company with the Securities
        and
        Exchange Commission.
  
  **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this amendment to its annual report on Form 10-KSB for the fiscal
        year ended October 31, 2001 to be signed on its behalf by the undersigned
        thereunto duly authorized.
  **MEDI-HUT
                  CO., INC.**
                **(Registrant)**Date: November
                22, 2005
              By:
              /s/ David
                R. LaVanceDavid
                  R. LaVance
                President and Chief Executive Officer
                (Principal Executive
                  Officer)


Date: November
              22, 2005
            By:
            /s/ Thomas
              S. GiffordThomas
                S. Gifford
              Executive Vice President, Treasurer and
                Secretary
              (Principal Financial and Accounting
                Officer)