| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MEDI HUT CO INC [ MHUT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, Par Value $.001 | 05/14/2004 | M | 468,750 | A | $0.08 | 468,750 | D | |||
| Common Stock, Par Value $.001 | 05/14/2004 | P | 937,500 | A | $0.08 | 1,406,250 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy Common Stock) | $0.08(1) | 05/14/2004 | M | 468,750 | 02/01/2003(2) | 02/01/2013 | Common Stock, $0.001 par value | 468,750 | $0 | 562,500(3) | I | See footnote(4) | |||
| Warrant (right to buy Common Stock) | $0.04(1) | 05/14/2004 | A | 700,000 | (5) | 05/14/2014 | Common Stock, $0.001 par value | 700,000 | $0 | 700,000(3) | I | See footnote(4) | |||
| Explanation of Responses: |
| 1. The exercise price per share is subject to adjustment from time to time as provided in the Warrant Certificate. |
| 2. 375,000 of the shares underlying the Warrant became eligible for purchase on February 1, 2003 and 46,875 of the shares underlying the Warrant became eligible for purchase on the last day of each month for the period beginning February 28, 2003 and ending January 31, 2004. |
| 3. On May 14, 2004, 468,750 shares underlying the Warrant were purchased by David R. LaVance, a principal of Century Capital Associates LLC. |
| 4. The Warrant Certificate is issued in the name of Century Capital Associates LLC, of which the reporting person is a member. The reporting person disclaims beneficial ownership to the securities underlying the Warrant Certificate except to the extent of his membership interest in Century Capital Associates LLC. |
| 5. 100,000 shares underlying the Warrant became eligible for purchase on May 14, 2004 with the remaining shares underlying the warrant becoming available for purchase upon the achievement of specific milestones as follows: 100,000 shares shall be available for purchase upon Medi-Hut's receipt of at least $2,000,000 in cumulative proceeds related to Medi-Hut's Syntho litigation; 100,000 shares shall be available for purchase upon the filing of Medi-Hut's annual report on Form 10-KSB for the year ended October 31, 2002; 100,000 shares shall be available for purchase upon the filing of Medi-Hut's quarterly reports on Form 10-QSB for the quarters ended January 31, 2003, April 30, 2003 and July 31, 2003; 100,000 shares shall be available for purchase upon Medi-Hut's receipt of at least $500,000 in cumulative proceeds from the litigation against certain former officers, directors and others and/or the litigation against certain of Medi-Hut's former accounting firms; 100,000 |
| /s/ Thomas S. Gifford | 09/29/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||