-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/WerC3Mwld+4ZMk7dTb3J+hVPk0zcumuB1MpNn1uRWBb0jms2z1hU9LZBj9nINC 3PkjLH4astUIYnOeDZ1pdQ== 0001144204-06-007396.txt : 20060223 0001144204-06-007396.hdr.sgml : 20060223 20060223111903 ACCESSION NUMBER: 0001144204-06-007396 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060221 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDI HUT CO INC CENTRAL INDEX KEY: 0001093285 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 222436721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27119 FILM NUMBER: 06638143 BUSINESS ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 BUSINESS PHONE: (732) 919-2799 MAIL ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 8-K 1 v036361_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2006 MEDI-HUT CO., INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Nevada 000-27119 22-2436721 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 215 Morris Avenue, Spring Lake, New Jersey 07762 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (732) 919-2799 ------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement ---------------------------------------------------- On February 21, 2006, Medi-Hut Co., Inc. (the "Company") entered into a settlement agreement and release with Rosenberg, Rich, Baker, Berman & Company ("Rosenberg"). Rosenberg served as the Company's independent auditor and principal accounting firm from February 1998 to March 2003, excluding a three week period in early 2002. This settlement resolved all of the disputes remaining in the litigation commenced by the Company in January 2004 in the Superior Court of the State of New Jersey, Monmouth County, Law Division, Medi-Hut Co., Inc. v. Rosenberg, Rich, Baker, Berman & Company, P.A. et al (Docket No. MON-L-116-04). As part of the settlement, the parties released each other from all claims and Rosenberg will pay to the Company the sum of $425,000. The Company will use the proceeds from this settlement to fund its pending litigation matters against Syntho Pharmaceuticals Inc. and its president, Muhammed Malik, relating to, among other things, the Company's exclusive right to distribute the hormone replacement therapy drug, Syntest, and for other business development and operational purposes. This settlement was entered into without any admission of liability or any inferences of wrongdoing by any settling party. A copy of the press release announcing the settlement agreement and release between the Company and Rosenberg is attached hereto as Exhibit 99.1. Item 9. Financial Statements and Exhibits (c) Exhibits: 99.1 Press Release Re: Settlement of Civil Lawsuit Against Former Auditing Firm SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDI-HUT CO., INC. ------------------------------------- (Registrant) By: /s/ David R. LaVance ------------------------------------- David R. LaVance Chairman of the Board, President and Chief Executive Officer Date: February 21, 2006 EX-99.1 2 v036361_ex99-1.txt EXHIBIT 99.1 MEDI-HUT ANNOUNCES SETTLEMENT OF CIVIL LAWSUIT AGAINST FORMER AUDITING FIRM Spring Lake, New Jersey (February 21, 2006): Medi-Hut Co., Inc. ("Medi-Hut" or the "Company") announced today that the Company has entered into a settlement agreement and release with Rosenberg, Rich, Baker, Berman & Company ("Rosenberg"). Rosenberg served as the Company's independent auditor and principal accounting firm from February 1998 to March 2003, excluding a three week period in early 2002. This settlement resolved all of the disputes remaining in the litigation commenced by the Company in January 2004 in the Superior Court of the State of New Jersey, Monmouth County, Law Division, Medi-Hut Co., Inc. v. Rosenberg, Rich, Baker, Berman & Company, P.A. et al (Docket No. MON-L-116-04). As part of the settlement, the parties released each other from all claims and Rosenberg will pay to the Company the sum of $425,000. The Company will use the proceeds from this settlement to fund its pending litigation matters against Syntho Pharmaceuticals Inc. and its president, Muhammed Malik, relating to, among other things, the Company's exclusive right to distribute the hormone replacement therapy drug, Syntest, and for other business development and operational purposes. This settlement was entered into without any admission of liability or any inferences of wrongdoing by any settling party. Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are forward looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forwarding-looking statements shall be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected results. Contact: Tom Gifford Chief Financial Officer Tel: (732) 919-2799, Ext. 5550; Fax: (732) 919-2798 -----END PRIVACY-ENHANCED MESSAGE-----