Exhibit  31.1

CERTIFICATION  OF  CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT  OF  2002

I,  MacDonald  Tudeme,  certify  that:

1.  I  have reviewed this Annual Report on Form 10-KSB of MT Ultimate Healthcare
Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small  business  issuer  and  have:

     a)  Designed  such  disclosure  controls  and  procedures,  or  caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that  material  information  relating to the small business issuer,
     including  its  consolidated  subsidiaries,  is  made known to us by others
     within  those entities, particularly during the period in which this report
     is  being  prepared;

     b)  Paragraph  omitted  in  accordance  with  SEC  transition  instructions
     contained  in  SEC  Release  No.  33-8238;

     c)  Evaluated  the  effectiveness of the small business issuer's disclosure
     controls  and procedures and presented in this report our conclusions about
     the  effectiveness of the disclosure controls and procedures, as of the end
     of  the  period  covered  by  this  report  based  on  such evaluation; and

     d)  Disclosed  in  this  report  any  change in the small business issuer's
     internal  control  over  financial reporting that occurred during the small
     business  issuer's  most recent fiscal quarter (the small business issuer's
     fourth  fiscal quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's  internal  control  over  financial  reporting;  and

5.  I  have  disclosed,  based on, my most recent evaluation of internal control
over  financial reporting, to the small business issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

     a)  All  significant  deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely affect the small business issuer's ability to record,
     process,  summarize  and  report  financial  information;  and

     b)  Any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the small business issuer's
     internal  control  over  financial  reporting.

May 19,  2005


                                   By:   /s/  MacDonald  Tudeme
                                        --------------------------
                                             MacDonald  Tudeme
                                        Chief  Executive  Officer  and
                                          Chief  Financial  Officer

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