U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

|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

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

                         Commission file number 0-27119

                               MEDI-HUT CO., INC.
                         (Name of small business issuer)

         Nevada                                          222-436-721
(State of incorporation)                    (I.R.S. Employer Identification No.)

1935 Swarthmore Avenue, Lakewood, New Jersey                08701
(Address of principal executive offices)                  (Zip code)

Issuer's telephone number, including area code: (732) 901-0606

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 |X|  No |_|

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
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. |_|

State issuer's revenue for its most recent fiscal year: $12,332,031

As of January 9, 2002, the registrant had 14,415,256 shares of common stock
outstanding. The aggregate market value of the voting stock held by
non-affiliates as of that date was approximately $128,149,633.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                     PART I

Item 1.  Description of business...........................................   2

                                     PART II

Item 6.  Management's discussion and analysis .............................   3
Item 7.  Financial statements..............................................   3
Signatures.................................................................  25


                                        1
<PAGE>

We are amending our Annual Report on Form 10-KSB for the year ended October 31,
2001 to more properly reflect the recognition of a sale transaction in the
appropriate accounting period. This adjustment effects only the timing of
recognition of the sale. The sale, originally reported as occurring in the three
months ended October 31, 2001, has been 75% recognized no later than July 31,
2002 with the remaining 25% expected to be recognized no later than October 31,
2002. The effect of this restatement is to reduce sales by $624,308, cost of
sales by $124,862 and net income by $299,668, or $0.02 per share. We will amend
our federal and state income tax returns for the year ended October 31, 2001 to
claim tax refunds of $199,778 as a result of this restatement.

In this annual report references to "Medi-Hut" "we," "us," and "our" refer to
Medi-Hut Co., Inc.

                           FORWARD LOOKING STATEMENTS

      This annual report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-KSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within Medi-Hut's control. These
factors include but are not limited to economic conditions generally and in the
industries in which Medi-Hut may participate; competition within Medi-Hut's
chosen industry, including competition from much larger competitors;
technological advances and failure by Medi-Hut to successfully develop business
relationships.

                                     PART I

The following paragraphs in Part 1, Item 1 have been changed from the previous
October 31, 2001 Form 10-KSB filing to read as follows:

ITEM 1: DESCRIPTION OF BUSINESS

OUR BUSINESS

      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. These name brand drugs were $9,948,610, or 80.7% of
net sales for the 2001 fiscal year and were $5,790,185, or 71.2% of our net
sales for the 2000 fiscal year.

      MAJOR CUSTOMERS

      During fiscal year 2001 we relied on three major customers who are drug
wholesale distributors for 87%, or $10,694,733, of our total net sales. These
customers purchased name brand drugs and medical products. Larval Corp.
accounted for $7,425,379, or 60.2% of our net sales of $12,332,031. Jomar
Marketing accounted for $1,519,004, or 11.7% of our net sales and Anda accounted
for $1,310,352, or 10.1% of net sales.


                                       2
<PAGE>

                                     PART II

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      The following paragraphs in Part II, Item 6 have been changed from the
previous October 31, 2001Form 10- KSB filing to read as follows as a result of
the restatement:

      RESULTS OF OPERATIONS

      The following table summarizes our results of operations for the fiscal
years ended October 31, 2001 and 2000.

                                                       Years Ended October 31,
                                                       2001              2000
                                                       ----              ----

         Net Sales                                 $12,332,031        $8,130,696
         Cost of Sales                              10,672,353         7,396,343
                                                   -----------        ----------
         Gross Profit                                1,659,678           734,353
         Selling, General & Administrative
         Expenses                                    1,558,953           498,835
                                                   -----------        ----------
         Operating Income                              100,725           235,518
         Other Income                                  241,822            62,146
         Provision for Income Taxes                    122,400            62,664
                                                   -----------        ----------
         Net Income                                $   220,147        $  235,000
         Earnings per common share                 $      0.02        $     0.02

      YEARS ENDED OCTOBER 31, 2001 AND 2000

      Net Sales. Net sales increased $4,201,335 from fiscal year 2000 compared
to the 2001 fiscal year. The increase in net sales for the 2001 fiscal year was
primarily a result of increased sales of name brand drugs, medical products and
our Elite Safety Syringe.

      Cost of Sales. During fiscal year 2001 as sales increased, the cost of
sales has decreased from 91.1% of net sales in 2000 to 86.5% of net sales in
2001. The decreased costs are due to the better profit margin of the name brand
drugs which accounted for 80.7% of our revenues.

      Income Taxes. We recorded income taxes of $122,400 for fiscal year 2001
compared to income taxes of $62,664 for the 2000 fiscal year. The increase was
due to an increase in taxable income.

      Net Income . We posted net income of $220,147 for the 2001 fiscal year
compared to net income of $235,000 for the 2000 fiscal year. Sales of name brand
drugs coupled with increased interest income were the primary reasons for the
stability of net income.

      RISKS RELATED TO OUR BUSINESS

      We recorded a net income of $220,147 for the 2001 fiscal year and $235,000
for the 2000 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.

      LIQUIDITY AND CAPITAL RESOURCES

      We have funded our cash requirements primarily through revenues and sales
of our common stock. Management anticipates we will continue to meet our present
requirements for working capital and capital expenditures for the next twelve
months from revenues and equity transactions. At the year ended October 31,
2001, we had $4,311,872 in cash and working capital of $4,935,508 compared to
cash of $502,243 and working capital of $1,192,888 at year ended October 31,
2000. We had total current assets of $8,144,646 with total current liabilities
of $3,209,138 as of October 31, 2001, compared to $2,908,632 total current
assets and $1,716,444 total current liabilities for year ended October 31, 2000.

ITEM 7: FINANCIAL STATEMENTS


                                       3
<PAGE>


                             Medi-Hut Company, Inc.

                              Financial Statements

                      October 31, 2001 (Restated) and 2000


                                       4
<PAGE>


                             Medi-Hut Company, Inc.
                        Index to the Financial Statements
                      October 31, 2001 (Restated) and 2000

                                                                            Page

Independent Auditors' Report on the Financial Statements................     20

Financial Statements

      Balance Sheet.....................................................      6

      Statements of Operations..........................................      7

      Statement of Stockholders' Equity.................................      8

      Statements of Cash Flows..........................................      9

      Notes to the Financial Statements.................................     11


                                       5
<PAGE>


                             Medi-Hut Company, Inc.
                                  Balance Sheet
                           October 31, 2001 (Restated)

<TABLE>
<S>                                                                             <C>
      Assets
Current Assets
    Cash                                                                        $  4,311,872
    Accounts receivable                                                            3,152,104
    Inventory                                                                        527,658
    Prepaid expenses                                                                  40,078
    Prepaid income taxes                                                             105,701
    Other current assets                                                               7,233
                                                                                ------------
      Total Current Assets                                                         8,144,646
                                                                                ------------

Machinery & equipment, net                                                           355,146
Investment in joint venture-equity method                                          1,012,647
Patents, trademarks  and licensing Costs, net of accumulated
        amortization of $9,862                                                        38,554
Deposits on distribution rights                                                      900,000
                                                                                ------------
      Total Assets                                                                10,450,993
                                                                                ============

      Liabilities and Stockholders' Equity

Current Liabilities
    Accounts payable and accrued expenses                                          3,209,138
                                                                                ------------
         Total Current Liabilities                                                 3,209,138
Deferred income taxes  payable                                                       201,000
                                                                                ------------
         Total Liabilities                                                         3,410,138
                                                                                ------------

Stockholders' Equity
    Common stock, voting $.001 par value; 100,000,000 shares authorized;
    14,058,800 and 10,829,800 shares issued and outstanding, respectively             14,059
    Additional paid-in capital                                                    16,270,347
    Stock subscriptions receivable                                                (4,006,250)
    Notes and accrued interest receivable on issued stock/exercised warrants      (3,643,566)
    Consultant services                                                             (512,153)
    Deferred charges                                                                 (57,506)
    Retained earnings (deficit)                                                   (1,024,076)
                                                                                ------------
         Total Stockholders' Equity                                                7,040,855
                                                                                ------------
         Total Liabilities and Stockholders' Equity                             $ 10,450,993
                                                                                ============
</TABLE>

See notes to the financial statements.


                                       6
<PAGE>


                             Medi-Hut Company, Inc.
                            Statements of Operations

<TABLE>
<CAPTION>
                                                            Year Ended October 31,
                                                ------------------------------------------------
                                                   2001                       2000
                                                -----------                ----------
                                                (Restated)
<S>                                             <C>              <C>       <C>             <C>
Net Sales                                       $12,332,031      100.0%    $8,130,696      100.0%
                                                -----------    -------     ----------    -------

Cost of Goods Sold
    Beginning inventory                             238,808        1.9         28,500        0.4
    Net purchases                                10,876,875       88.2      7,593,591       93.4
    Custom fees/freight                              84,328        0.7         13,060        0.2
                                                -----------    -------     ----------    -------
      Cost of Goods Available for Sale           11,200,011       90.8      7,635,151       94.0

Less:  Ending Inventory                             527,658        4.3        238,808        2.9
                                                -----------    -------     ----------    -------

      Cost of Goods Sold                         10,672,353       86.5      7,396,343       91.1
                                                -----------    -------     ----------    -------

Gross Profit                                      1,659,678       13.5        734,353        8.9

Selling, General and Administrative Expenses
(including Amortization of Consultant
Services of $819,000 and $20,883,
respectively)                                     1,558,953       12.6        498,835        6.1
                                                -----------    -------     ----------    -------

Income  from Operations                             100,725        0.9        235,518        2.8
                                                -----------    -------     ----------    -------

Other Income
    Interest income                                 229,175        1.9         62,146        0.8
    Share of income from joint venture               12,647        0.1             --         --
                                                -----------    -------     ----------    -------
      Total Other Income                            241,822        2.0         62,146        0.8
                                                -----------    -------     ----------    -------

Income  Before Provision for Income Taxes           342,547        2.8        297,664        3.6
Provision for Income Taxes                          122,400        1.0         62,664        0.8
                                                -----------    -------     ----------    -------

Net Income                                      $   220,147        1.8%    $  235,000        2.8%
                                                ===========    =======     ==========    =======
Earnings  per Common Share                      $      0.02                $     0.02
                                                ===========                ==========
Earnings  per Common Share - assuming
dilution                                        $      0.02                $     0.02
                                                ===========                ==========
</TABLE>

See notes to the financial statements.


                                       7
<PAGE>


                             Medi-Hut Company, Inc.
                        Statement of Stockholders' Equity
                Period from October 31, 1999 to October 31, 2001

<TABLE>
<CAPTION>
                                                                                                                      Notes and
                                                                                                                       Accrued
                                                                                                                       Interest
                                                                                                                      Receivable
                                                           Common    Common Stock    Additional        Stock          on Issued
                                                           Shares     ($.001 Par       Paid-In      Subscription   Stock/Exercised
                                                           Issued        Value)        Capital       Receivable        Warrants
                                                         ----------  ------------   ------------    ------------   ---------------
<S>                                                      <C>            <C>         <C>             <C>              <C>
Balances, October 31, 1999                               10,822,800     $10,823     $  2,827,967    $        --      $        --

Dissolution of Vallar Consulting Group                           --          --          (16,000)            --               --
Funds expended for Deferred Charges                              --          --               --             --               --
Stock issued to non-employee for Deferred Charges             7,000           7           34,786             --               --
Issuance of Warrants and Payment Agreement for
      Services to be Provided                                    --          --        2,041,000             --               --
Amortization of Consultant Services                              --          --               --             --               --
Net Income, Year Ended October 31, 2000                          --          --               --             --               --
                                                         ----------     -------     ------------    -----------      -----------

Balances, October 31, 2000                               10,829,800      10,830        4,887,753             --               --

Issuance of Common Stock for Insurance                        4,000           4           17,996             --               --
Issuance of Common Stock for Exercised Warrants             800,000         800        1,511,700             --               --
Issuance of Common Stock Units                              475,000         475        1,994,525             --               --
Issuance of Common Stock for Exercised Warrants           1,075,000       1,075        3,992,675             --       (3,993,750)
Issuance of Common Stock Units                              600,000         600        3,179,400     (3,000,000)              --
Costs associated with issuance of Common Stock Units             --          --         (222,677)            --               --
Partial repayments of Notes Receivable                           --          --               --             --        1,050,000
Revision of Warrants and Payment Agreement for
      Services to be Provided                                    --          --         (672,000)            --               --
Issuance of Common Stock pursuant to a Private
      Placement Offering                                    275,000         275        1,580,975     (1,006,250)        (575,000)
Amortization of Consultant Services                              --          --               --             --               --
Accrual of Interest Receivable on Notes Receivable               --          --               --             --         (124,816)
Net Income, Year Ended October 31, 2001 (Restated)               --          --               --             --               --
                                                         ----------     -------     ------------    -----------      -----------

Balances, October 31, 2001 (Restated)                    14,058,800     $14,059     $ 16,270,347    $(4,006,250)     $(3,643,566)
                                                         ==========     =======     ============    ===========      ===========

<CAPTION>




                                                                                             Retained
                                                              Consultant      Deferred       Earnings
                                                               Services       Charges        (Deficit)          Total
                                                             -----------      --------      -----------      -----------
<S>                                                          <C>              <C>           <C>              <C>
Balances, October 31, 1999                                   $   (13,708)     $(20,713)     $(1,442,763)     $ 1,361,606

Dissolution of Vallar Consulting Group                                --            --          (36,460)         (52,460)
Funds expended for Deferred Charges                                   --        (2,000)              --           (2,000)
Stock issued to non-employee for Deferred Charges                     --       (34,793)              --               --
Issuance of Warrants and Payment Agreement for
      Services to be Provided                                 (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                                    (2,041,000)      (57,506)      (1,244,223)       1,555,854

Issuance of Common Stock for Insurance                                --            --               --           18,000
Issuance of Common Stock for Exercised Warrants                       --            --               --        1,512,500
Issuance of Common Stock Units                                        --            --               --        1,995,000
Issuance of Common Stock for Exercised Warrants                       --            --               --               --
Issuance of Common Stock Units                                        --            --               --          180,000
Costs associated with issuance of Common Stock Units              37,847            --               --         (184,830)
Partial repayments of Notes Receivable                                --            --               --        1,050,000
Revision of Warrants and Payment Agreement for
      Services to be Provided                                    672,000            --               --               --
Issuance of Common Stock pursuant to a Private
      Placement Offering                                              --            --               --               --
Amortization of Consultant Services                              819,000            --               --          819,000
Accrual of Interest Receivable on Notes Receivable                    --            --               --         (124,816)
Net Income, Year Ended October 31, 2001 (Restated)                    --            --          220,147          220,147
                                                             -----------      --------      -----------      -----------

Balances, October 31, 2001 (Restated)                        $  (512,153)     $(57,506)     $(1,024,076)     $ 7,040,855
                                                             ===========      ========      ===========      ===========
</TABLE>

See notes to the financial statements.


                                       8
<PAGE>


                             Medi-Hut Company, Inc.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                         Year Ended October 31,
                                                                                      --------------------------
                                                                                          2001            2000
                                                                                      -----------      ---------
                                                                                       (Restated)
<S>                                                                                   <C>              <C>
Cash Flows From Operating Activities
Net Income                                                                            $   220,147      $ 235,000
Adjustments to Reconcile Net Income  to Net Cash
   Provided (Used) by Operating Activities:
     Depreciation and amortization                                                         78,914         15,789
     Amortization of consultant services                                                  819,000         13,708
     Deferred income taxes                                                                183,876         17,124
     Share of income from joint venture                                                   (12,647)            --
     Stock issued for insurance                                                            18,000             --
     Dissolution of Vallar Consulting Group                                                    --        (62,675)
Decrease (Increase) in Assets
     Accounts receivable                                                               (2,288,507)      (366,792)
     Inventory                                                                           (288,850)      (209,833)
     Prepaid expenses                                                                     (36,094)        (1,796)
     Prepaid income taxes                                                                (151,241)            --
     Other current assets                                                                (132,049)            --
Increase  in Liabilities
     Accounts payable and accrued expenses                                              2,455,359        276,186
     Income taxes payable                                                                      --         45,540
                                                                                      -----------      ---------
        Net Cash (Used) Provided  by Operating Activities                                 865,908        (37,749)
                                                                                      -----------      ---------
Cash Flows From Investing Activities
     Cash acquired from acquisition of Vallar                                                  --         10,215
     Cash paid for investment in joint venture                                         (1,000,000)            --
     Cash paid for deposits on distribution rights                                       (900,000)            --
     Redemption of marketable securities                                                  400,000        500,000
     Cash paid for machinery & equipment                                                 (105,392)      (156,608)
     Cash paid for patents, trademarks and licensing costs                                 (3,556)       (13,081)
     Cash paid for deposit on equipment                                                        --       (183,267)
                                                                                      -----------      ---------
        Net Cash Provided (Used) by Investing Activities                               (1,608,948)       157,259
                                                                                      -----------      ---------
Cash Flows From Financing Activities
     Proceeds from sale of common stock and exercise of warrants                        3,502,669             --
     Repayment of notes and accrued interest receivable on issued stock/exercised
           warrants                                                                     1,050,000             --
     Cash paid for deferred charges                                                            --         (2,000)
                                                                                      -----------      ---------
        Net Cash Provided (Used)by Financing Activities                                 4,552,669         (2,000)
                                                                                      -----------      ---------

Net Increase in Cash                                                                    3,809,629        117,510
Cash at Beginning of Period                                                               502,243        384,733
                                                                                      -----------      ---------
Cash at End of Period                                                                 $ 4,311,872      $ 502,243
                                                                                      ===========      =========

SUPPLEMENTAL DISCLOSURES OF CASH
     FLOW INFORMATION
        Cash Paid During the Period for:
          Interest                                                                    $        --      $      --
                                                                                      ===========      =========
          Income taxes                                                                $    93,982      $     300
                                                                                      ===========      =========
</TABLE>

See notes to the financial statements


                                       9
<PAGE>


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

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

Notes Receivable of $4,568,750 were issued in 2001 pertaining to the exercise of
common stock purchase warrants outstanding.

Stock Subscriptions Receivable of $4,006,250 were issued in 2001 pertaining to
the issuance of common stock.

Common stock purchase warrants ($2,041,000) and a payment schedule ($1,200,000)
were issued by the Company during 2000 for consultant services totaling
$3,241,000. The agreement and terms of the warrants were revised in 2001 as well
as the elimination of the payment schedule thereby reducing the consultant
services by $672,000.

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


                                       10
<PAGE>


                             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"), is a company in the
      business of selling wholesale medical supplies including name brand drugs,
      the "Elite" brand Safety Syringes and private label medical products and
      the "Tru-Choice" over-the-counter (OTC) drugs. On October 31, 2001, the
      Company changed its state of domicile from Delaware to Nevada.

Acquisition of Vallar Consulting Group

      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 are
      based on the assumption that the companies were combined for the years
      ended October 31, 2000.

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, 2001 and 2000.

Depreciation

      Machinery and equipment are stated at cost. Depreciation is computed using
      the straight line method for financial reporting purposes. The estimated
      useful lives for financial statement purposes of the syringe assembly
      equipment are seven years and five years for both furniture & fixtures and
      the automobile. The estimated useful lives of syringe molds for financial
      statement purposes are three years. For income tax purposes, recovery of
      capital costs for syringe assembly equipment, syringe molds, furniture &
      fixtures and the automobile 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

      Patents, trademarks and licensing costs are being amortized over their
      remaining useful lives of 20 years on a straight line basis beginning on
      the application dates. Total amortization for the years ended October 31,
      2001 and 2000 was $2,266 and $2,317, respectively.

Research and Development

      Research and development costs incurred relate to wages amounting to
      $93,555 and $0 for years ended October 31, 2001 and 2000.


                                       11
<PAGE>


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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

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 consultant services and depreciation temporary
      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.

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 - INVENTORY

      Inventory consists of purchased finished goods which totaled $527,658 at
      October 31, 2001.


                                       12
<PAGE>


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

NOTE 4 - MACHINERY AND EQUIPMENT

      Machinery and equipment at cost, less accumulated depreciation, consists
      of the following:

         Furniture & fixtures                                           $ 52,508
         Syringe molds                                                   169,129
         Syringe assembly equipment                                      233,267
         Automobile                                                       17,680
                                                                        --------
              Subtotal                                                   472,584
         Less accumulated depreciation and amortization                  117,438
                                                                        --------
              Total                                                     $355,146
                                                                        ========

      Depreciation expense charged to operations was $76,648 and $13,473 for
      year ended October 31, 2001 and 2000, respectively.

NOTE 5 - INVESTMENT IN JOINT VENTURE

      On November 16, 2000, the Company entered into a joint venture agreement
      with two other partners to form a South Korean company (Medi-Hut
      International, Ltd. or "MHI"). The Company contributed $1,000,000 for a
      44% stock ownership interest in MHI which will be accounted for on the
      Company's books under the Equity Method of Accounting. The other joint
      venture partners are COA International Industries, Inc. and Inben Brothers
      Company, Inc. with a 46% and 10% stock ownership interest, respectively.
      The joint venture formation was approved by the South Korean government as
      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. There is no readily determinable
      market value for MHI at October 31, 2001. The condensed balance sheet for
      MHI at October 31, 2001 is as follows:

              Current assets                                         $  712,326

              Non-current assets                                      1,919,563
                                                                     ----------

                      Total Assets                                    2,631,889
                                                                     ==========

              Current liabilities                                       178,775

              Non-current liabilities                                 1,128,312
                                                                     ----------

                      Total Liabilities                               1,307,087

              Stockholders' Equity                                    1,324,802
                                                                     ----------

                      Total Liabilities and Stockholders' Equity     $2,631,889
                                                                     ==========


                                       13
<PAGE>


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

NOTE 5 - INVESTMENT IN JOINT VENTURE, Continued

The condensed income statement for MHI for year ended October 31, 2001 (initial
year) is as follows:

              Net Sales                                      $148,549
              Cost of Sales                                    35,940
                                                             --------
              Gross Profit                                    112,609
              Selling, General & Administrative Expenses       86,312
                                                             --------
              Income from Continuing Operations                26,297
              Non-Operating Income, net of expenses             2,447
                                                             --------
              Net Income                                     $ 28,744
                                                             ========

NOTE 6 - DEPOSITS ON DISTRIBUTION RIGHTS

      The Company entered into an agreement with a drug manufacturer in November
      2001 to be the exclusive distributor of certain drugs. The agreement
      consists of payments totaling $900,000, which have been deposited with the
      manufacturer prior to October 31, 2001, a five (5) year term and a first
      right of refusal covering the sale, use and distribution of any new drugs
      that the manufacturer may develop. Distribution rights will be amortized
      over a remaining useful life of 5 years on a straight line basis beginning
      in the subsequent fiscal year.

NOTE 7 - LINE OF CREDIT

      The Company has a $1,750,000 revolving line of credit, under which the
      bank has agreed to make loans at 3/4% above the prime interest rate, which
      may be used to support and finance the Company's commercial foreign
      letters of credit. The line is effective until its January 31, 2002
      expiration date and is secured by substantially all of the Company's
      accounts receivable and inventory assets. As of October 31, 2001, there
      was $0 outstanding on this line of credit.

      At October 31, 2001, the Company had $53,000 of open letters of credit.

NOTE 8 - OPERATING LEASE COMMITMENTS

      The Company leases certain office and warehouse space (on a month-to-month
      basis, 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, 2001.

                Year Ending October 31,
                     2002                                            $  7,740
                     2003                                               7,740
                     2004                                               7,095
                                                                     --------
                     Total minimum payments required                 $ 22,575
                                                                     ========


                                       14
<PAGE>


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

NOTE 8 - OPERATING LEASE COMMITMENTS, Continued

      Rent expense for the years ended October 31, 2001 and 2000 amounted to
      $29,655 and $27,347, respectively.

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

NOTE 9 - 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 by the weighted average number of shares
      of common stock outstanding during the period. At October 31, 2001 and
      2000, additional 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, 2001 and 2000 reflect of the common stock equivalents (warrants) if
      exercised:

                                                         Year Ended October 31,
                                                         ----------------------
                                                            2001        2000
                                                         ----------  ----------
         Weighted average number of common shares
              used in basic EPS                          12,312,792  10,679,013
         Effect of Dilutive Securities:
              Warrants                                      450,000   1,400,000
                                                         ----------  ----------
         Weighted average number of common shares
              and dilutive potential common stock used
              in EPS - assuming dilution                 12,762,792  12,079,013
                                                         ==========  ==========

NOTE 10 - EQUITY TRANSACTIONS

      Pursuant to various consulting agreements for public relations services,
      the Company issued common stock purchase warrants as follows:

<TABLE>
<CAPTION>
                                         Exercise                 Exercise Term
                           No. of        Price Per        ---------------------------------
Date of Grant              Shares          Share               Start           Expiration      Vesting Rights
-------------           ----------     ------------       -------------       -------------    --------------
<S>                     <C>            <C>                <C>                 <C>                <C>
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
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
                        ----------
  Total Shares             700,000
                        ----------
  Total Amount          $1,212,500
                        ==========
</TABLE>

All of the above warrants were exercised, issued and $1,212,500 was received
during the year ended October 31, 2001.


                                       15
<PAGE>


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

NOTE 10 - EQUITY TRANSACTIONS, Continued

      On October 1, 2000, the Company executed an additional 16 month agreement
      for public relations services that required cash payments of $100,000 per
      month, totaling $1,200,000 beginning February 1, 2001. Moreover, 600,000
      warrants were also included as part of the agreement which entitled 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
      implemented a four month trial period in which the entire agreement could
      have been rendered null and void by the Company up to February 1, 2001.
      During 2001, the agreement was amended to (1) eliminate the cash payments,
      (2) extend the trial period for six additional months to August 1, 2001,
      (3) reduce the warrant exercise price from $5.00 to $2.50 per share (4)
      reduce the expiration date from October 31, 2005 to October 1, 2001 and
      (5) extend the service period from 16 months to 20 months. All of the
      600,000 warrants were exercised during year ended October 31,
      2001.Consequently, a note receivable of $1,500,000 was issued on May 1,
      2001 with principal and interest (8% per annum) due and receivable by the
      Company within one year of the note issuance date. The note provides for
      prepayment at any time without penalty.

      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. 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. 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, 2001; dividend
      yield of 0%, risk- free interest of 5%; volatility of 105.874%; and an
      expected life of 3 years for the warrants. Warrants issued for Consultant
      Services were valued at $109,000, reflected as a contra-equity account on
      the balance sheet. Amortization of the Consultant Services amounted to
      $37,847 and $0 during the years ended October 31, 2001 and 2000,
      respectively, and has been offset to the Additional Paid-In Capital
      account on the Company's balance sheet.

      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 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
      which was exercisable beginning on the closing date of the transaction and
      extended over a five year period thereafter and granted 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. The Company received $1,995,000 for
      the units during year ended October 31, 2001.All of the 475,000 warrants
      were exercised during year ended October 31, 2001. Consequently, a note
      receivable of $2,493,750 was issued on June 29, 2001 with principal and
      interest (8% per annum) due and receivable by the Company within two years
      of the note issuance date. The note provides for prepayment at any time
      without penalty of which $1,050,000 has been received on the note through
      year end October 31, 2001.

      On January 5, 2001, the Company issued 4,000 common shares valued at
      $18,000 to an insurance agent in exchange for an insurance liability
      policy.

      On October 1,2001, the Company entered into an agreement to issue and sell
      600,000 units to an investor in accordance with the provisions of Section
      4(2) and Regulation D of the Securities Act of 1933. Each unit had a price
      of $5.30 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 which was
      exercisable beginning on the closing date of the transaction and extended
      over a three year period thereafter and granted to the investor or holder
      the right to purchase one additional share of the Company's common stock
      at a price of $6.75 per share. The Company has a stock subscription
      receivable, reflected as a contra-equity account on the balance sheet, for
      the $3,000,000 ($3,180,000 less a 6% commission) of units sold through
      October 31, 2001.


                                       16
<PAGE>


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

NOTE 10 - EQUITY TRANSACTIONS, Continued

      The Company, beginning on September 7, 2001 and lasting up to October 19,
      2001, issued a Private Offering Memorandum (POM) which complied with the
      offering exemptions from registration and qualification under the
      Securities Act of 1933 and applicable state securities law. The POM was
      issued as a "best efforts" in order for the Company to raise a maximum of
      $5,750,000 additional capital through the offering of 1,000,000 shares of
      its common stock ($.001 par value) at a fixed price of $5.75 per share.
      The total amount of additional capital raised up to the termination date
      of October 19, 2001 was $1,581,250 (275,000 common shares) as a result of
      this POM. The Company recorded $1,006,250 (175,000 shares) as a stock
      subscription receivable and a note receivable was issued on October 24,
      2001 on the remaining amount of $575,000 (100,000 shares)with principal
      and interest (6% per annum) due and receivable by the Company within two
      (2) years of the note issuance date. The note provides for prepayment at
      any time without penalty. Both amounts are reflected as a contra-equity
      accounts on the balance sheet, through October 31, 2001. (Common shares
      issued and included as part of the POM directly and indirectly to
      management/directors totaled $776,250 (135,000 shares)).

      Amortization of Consultant Services of $819,000 and $20,883 for the years
      ended October 31, 2001 and 2000, respectively, has been recorded in
      accordance with FASB Statement No. 123 as a part of selling, general and
      administrative expenses in the statements of operations. 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, 2001 and 2000; dividend yield of
      0%; risk-free interest of 4.5%; volatility of 78.07%; and an expected life
      of 1 year for the warrants. Warrants issued for consultant services for
      public relations services have a residual value of $441,000 at October 31,
      2001, and is reflected as a contra-equity account on the balance sheet.

      At October 31, 2001 and 2000, there were 600,000 and 1,400,000 warrants
      eligible for exercise in common shares, respectively, at prices ranging
      from $.50 to $6.75 per share. The weighted average remaining contractual
      life of the warrants is 2 years, 11 months and one year, 3 months,
      respectively, for the years ended October 31, 2001 and 2000. The weighted
      average exercise price of the warrants is $6.75 and $3.22, respectively,
      for the years ended October 31, 2001 and 2000.

NOTE 11 - MAJOR CUSTOMERS AND SUPPLIERS

      For the years ended October 31, 2001 and 2000, the Company had four and
      five major customers, sales to which represented approximately 87%
      ($10,694,733) and 78% ($5,961,254) , respectively, of the Company's
      revenues. The Company had accounts receivable balances due from these
      customers of $2,955,794 at October 31, 2001. 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,
                                                      --------------------------
                                                          2001            2000
                                                       (Restated)
                                                      -----------     ----------
         Major Customer #1                              7,425,379      1,058,089
         Major Customer #2                              1,519,004      2,287,981
         Major Customer #3                              1,310,352        319,324
         Major Customer #4                                439,998      1,060,199
         Major Customer #5                                     --      1,235,661
                                                      -----------     ----------
               Total                                  $10,694,733     $5,961,254
                                                      ===========     ==========


                                       17
<PAGE>


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

NOTE 11 - MAJOR CUSTOMERS AND SUPPLIERS, Continued

      For the years ended October 31, 2001 and 2000, the Company had two and one
      major suppliers, respectively, purchases to which represented
      approximately 84% ($9,208,169) and 66% ($5,020,539) , respectively, of the
      Company's total purchases. The Company had accounts payable balances due
      to these suppliers of $3,108,946 at October 31, 2001. The loss of these
      suppliers would have a materially adverse effect on the Company.

      The following indicates the purchases from each of the major suppliers:

                                                         Year Ended October 31,
                                                       -------------------------
                                                          2001           2000
                                                       ----------     ----------
         Major Supplier #1                             $5,472,761     $5,020,539
         Major Supplier #2                              3,735,408             --
                                                       ----------     ----------
               Total                                   $9,208,169     $5,020,539
                                                       ==========     ==========

NOTE 12 - RELATED PARTY TRANSACTIONS

      Professional services of $22,234 and $26,644 for years ended October 31,
      2001 and 2000, respectively, were provided by firms of which certain
      individuals in those firms are shareholders/directors of the Company.

      There are no balances owed to these related parties at October 31, 2001.

NOTE 13 - 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.

NOTE 14 - INCOME TAXES

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

                                          Federal         State         Total
                                         ---------      ---------     ---------
         Year Ended October 31, 2001
               Current                   $ (59,919)     $  (1,557)    $ (61,476)
               Deferred                    142,728         41,148       183,876
                                         ---------      ---------     ---------
                                         $  82,809      $  39,591     $ 122,400
                                         =========      =========     =========
         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
                                         =========      =========     =========

      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 2000 and consultant services
      and depreciation differences in 2001.


                                       18
<PAGE>


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

NOTE 14 - INCOME TAXES, Continued

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

                                                             October 31,
                                                         -------------------
                                                         2001           2000
                                                         -----         -----
         Federal statutory rate                             34%           34%
         Depreciation                                       (4%)          --
         Consultant services                               (14%)          --
         Benefit from net operating loss carryforwards      --           (19%)
                                                         -----         -----
         Effective tax rate                                 16%           15%
                                                         =====         =====

      The Company's total deferred tax attributable to consultant services and
      depreciation differences in 2001 is as follows:

              Deferred tax asset                          $      --
              Deferred tax liability                       (201,000)
                                                          ---------
                   Net deferred tax asset (liability)     $(201,000)
                                                          =========

NOTE 15 - NEW ACCOUNTING PRONOUNCEMENTS

      In June 2001, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards (SFAS) 141 "Business Combinations", and
      SFAS 142 "Goodwill and Other Intangible Assets". SFAS 141 requires
      business combinations initiated after June 30, 2001 to be accounted for
      using the purchase method of accounting. It also specifies the type of
      acquired intangible assets that are required to be recognized and reported
      separately from goodwill. SFAS 142 will require that goodwill and certain
      intangibles no longer be amortized, but instead tested for impairment at
      least annually. SFAS 142 is required to be applied starting with fiscal
      years beginning after December 15, 2001, with early application permitted
      in certain circumstances. The Company plans to adopt both of these new
      standards though its impact expected on future financial statements is not
      known or reasonably estimable.

NOTE 16 - RESTATEMENT

      The Company has restated its sales and cost of sales for a transaction to
      more properly reflect the recognition of a sale transaction in the
      appropriate accounting period. The original sale of $624,308, as well as
      the cost of the sale of $124,862 was removed from the October 31, 2001
      Statement of Operations and is expected to be 75% recognized as a sale in
      a subsequent quarter ended July 31, 2002 and 25% as a sale by fiscal year
      end October 31, 2002. The income tax effect from the restatement totals
      $199,778 which the Company will be refunded by filing amended Federal and
      State tax returns.

      As a result of the restatement, net income decreased by $299,668 and the
      fully diluted earnings per common share for the year ended October 31,
      2001 is reduced from $0.04 to $0.02.

                                       19
<PAGE>

             [LETTERHEAD OF ROSENBERG RICH BAKER BERMAN & COMPANY]

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

We have audited the balance sheet of Medi-Hut Company, Inc. as of October 31,
2001 and the related statements of operations, stockholders' equity and cash
flows for the years ended October 31, 2001 and 2000. These financial statements
are the responsibilities 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 auditing standards generally accepted
in the United States of America, those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
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, 2001, and the results of its operations, and its cash flows for the
years ended October 31, 2001 and 2000 in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 16, the Company has restated its sales and cost of sales
for a transaction to more properly reflect the recognition of a sales
transaction in the appropriate accounting period. As a result, the 2001
financial statements have been restated to reflect this restatement.


                                      /s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
December 5, 2001 (except for Note 16,
  as to which the date is September 13, 2002)


                                       20
<PAGE>


                      STATEMENT BY CHIEF EXECUTIVE OFFICER
                             PURSUANT TO SECTION 302
                                     OF THE
                               SARBANES-OXLEY ACT

I, Joseph A. Sanpietro , certify that:

(1) I have reviewed the Annual report on Form 10-KSB/A for the fiscal year ended
October 31, 2001, the Quarterly Reports on Forms 10-Q/A for the quarters ended
January 31, and April 30, 2002, and the Quarterly Report on Form 10-Q for the
quarter ended July 31, 2002 of Medi-Hut Co., Inc. (the "Company").

(2)   Based on my knowledge, and except as corrected or supplemented in a
      subsequent report:

      o     The reports do not contain any untrue statement of a material fact
            or omit to state to a material fact necessary to make the statements
            made, in light of the circumstances under which they were made, not
            misleading as of the end of the period covered by such reports; and

      o     The financial statements, and other financial information included
            in the reports, fairly present in all material respects the
            financial condition and results of operations of the Company as of,
            and for, the periods presented.

(3)   The Company's other certifying officer and I:

      o     Are responsible for establishing and maintaining disclosure controls
            and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
            for the Company;

      o     Have designed such disclosure controls and procedures to ensure that
            material information relating to the Company, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which the
            quarterly report for July 31, 2002 is being prepared;

      o     Have evaluated the effectiveness of the Company's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of the quarterly report for the period ended July 31,
            2002 (the "Evaluation Date"); and

      o     Have presented in the quarterly report for the quarter ended July
            31, 2002 our conclusions about the effectiveness of their disclosure
            controls and procedures based on our evaluation as of the Evaluation
            Date.

(4)   The Company's other certifying officer and I have disclosed, based on our
      most recent evaluation, to the Company's auditors and to the audit
      committee of the Company's board of directors:


                                       21
<PAGE>


      o     All significant deficiencies in the design or operation of internal
            controls which could adversely affect the Company's ability to
            record, process, summarize, and report financial data and has
            identified for the Company's auditors any material weaknesses in
            internal controls; and

      o     Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls.

(5)   The Company's other certifying officer and I have indicated in the
      Quarterly Report for the quarter ended July 31, 2002 whether or not there
      were significant changes in internal controls or in other factors that
      could significantly affect internal controls subsequent to the date of
      their evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.

                                                     Subscribed and sworn to
                                                     before me this 16th day of
                                                     September, 2002


/s/ Joseph A. Sanpietro
------------------------                             ---------------------------
Joseph A. Sanpietro                                  Notary Public
Chief Executive Officer                              Seal
September 16, 2002


                                       22
<PAGE>


                      STATEMENT BY CHIEF FINANCIAL OFFICER
                             PURSUANT TO SECTION 302
                                     OF THE
                               SARBANES-OXLEY ACT

I, Laurence M. Simon, certify that:

(1)   I have reviewed the Annual report on Form 10-KSB/A for the fiscal year
      ended October 31, 2001, the Quarterly Reports on Forms 10-Q/A for the
      quarters ended January 31, and April 30, 2002, and the Quarterly Report on
      Form 10-Q for the quarter ended July 31, 2002 of Medi-Hut Co., Inc. (the
      "Company").

(2)   Based on my knowledge, and except as corrected or supplemented in a
      subsequent report:

      o     The reports do not contain any untrue statement of a material fact
            or omit to state to a material fact necessary to make the statements
            made, in light of the circumstances under which they were made, not
            misleading as of the end of the period covered by such reports; and

      o     The financial statements, and other financial information included
            in the reports, fairly present in all material respects the
            financial condition and results of operations of the Company as of,
            and for, the periods presented.

(3)   The Company's other certifying officer and I:

      o     Are responsible for establishing and maintaining disclosure controls
            and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
            for the Company;

      o     Have designed such disclosure controls and procedures to ensure that
            material information relating to the Company, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which the
            quarterly report for July 31, 2002 is being prepared;

      o     Have evaluated the effectiveness of the Company's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of the quarterly report for the period ended July 31,
            2002 (the "Evaluation Date"); and

      o     Have presented in the quarterly report for the quarter ended July
            31, 2002 our conclusions about the effectiveness of their disclosure
            controls and procedures based on our evaluation as of the Evaluation
            Date.

(4)   The Company's other certifying officer and I have disclosed, based on our
      most recent evaluation, to the Company's auditors and to the audit
      committee of the Company's board of directors:


                                       23
<PAGE>

      o     All significant deficiencies in the design or operation of internal
            controls which could adversely affect the Company's ability to
            record, process, summarize, and report financial data and has
            identified for the Company's auditors any material weaknesses in
            internal controls; and

      o     Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls.

(5)   The Company's other certifying officer and I have indicated in the
      Quarterly Report for the quarter ended July 31, 2002 whether or not there
      were significant changes in internal controls or in other factors that
      could significantly affect internal controls subsequent to the date of
      their evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.

                                                     Subscribed and sworn to
                                                     before me this 16th day of
                                                     September, 2002


/s/ Laurence M. Simon
------------------                                   ---------------------------
Laurence M. Simon                                    Notary Public
Chief Financial Officer                              Seal
September 16, 2002


                                       24
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

MEDI-HUT CO., INC.


By:    /s/ Joseph A. Sanpietro                          Date: 9/16/02
    -----------------------------------------------           ------------------
    Joseph A. Sanpietro, President, CEO and Director

      In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of Medi- Hut and in the capacities and on the dates
indicated.


By:    /s/ Vincent J. Sanpietro                         Date: 9/16/02
    -----------------------------------------------           ------------------
    Vincent J. Sanpietro, Secretary and Director


By:    /s/ Robert Russo                                 Date: 9/16/02
    -----------------------------------------------           ------------------
    Robert Russo, Treasurer and Director


By:    /s/ Laurence M. Simon                            Date: 9/16/02
    -----------------------------------------------           ------------------
    Laurence M. Simon, Chief Financial Officer


By:    /s/ James G. Aaron                               Date: 9/16/02
    -----------------------------------------------           ------------------
    James G. Aaron, Director


By:    /s/ James S. Vaccaro                             Date: 9/16/02
    -----------------------------------------------           ------------------
    James S. Vaccaro, Director


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