UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark  One)

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

                   For  the  fiscal  year  ended  December  31,  2004

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

     For  the  transition  period  from           to
                                       -----------  -------------

                        Commission  file  number  000-49933

                          MT ULTIMATE HEALTHCARE CORP.
         ---------------------------------------------------------------
        (Exact  name  of  small  business  issuer  as  specified in its charter)

               NEVADA                                    88-0477056
  (State  or  other  jurisdiction of           (IRS Employer Identification No.)
   incorporation  or  organization)

              45 Main Street, Suite 617, Brooklyn, New York, 11201
                            -------------------------------------------------
                    (Address  of  principal  executive  offices)

                                 (718)  943-3400
                         -------------------------------
                         (Registrant's  telephone  number)

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:

                                      NONE

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                    COMMON  STOCK,  $.001  PAR  VALUE  PER  SHARE

     Check  whether  the  registrant  (1)  has filed all reports  required to be
filed  by  Section 13 or 15(d) of the Exchange Act during the past 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  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  not contained in this form, and no disclosure  will be
contained,  to  the  best  of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

<PAGE>

     The  issuer's  revenues  for the most recent fiscal year ended December 31,
2004  were  $2,072,236.

     The  aggregate  market  value  of the issuer's voting and non-voting common
equity  held  by non-affiliates computed by reference to the average bid and ask
price  of  such  common  equity  as of May 18, 2005, was approximately $481,170.

     As of May 18, 2005, the issuer had 59,732,040 shares of common stock, $.001
par  value  per  share  outstanding  ("Common  Stock").

                    Documents  Incorporated  by  Reference:  NONE

          Transitional  Small  Business  Disclosure  Format:  Yes  [ ]  No  [X]

<PAGE>

                          MT ULTIMATE HEALTHCARE CORP.
                                   FORM 10-KSB
                          YEAR ENDED December 31, 2004
                                      INDEX

                                     Part  I

    Item  1.             Description  of  Business                             4

    Item  2.             Description  of  Property                            12

    Item  3.             Legal  Proceedings                                   13

    Item  4.             Submission  of  Matters  to  a  Vote  of
                         Security  Holders                                    13


                                     Part  II

    Item  5.             Market  for  Common  Equity  and  Related
                         Stockholder  Matters                                 13

    Item  6.             Management's  Discussion  and  Analysis  or
                         Plan  of  Operation                                  14

    Item  7.             Financial  Statements                               F-1

    Item  8.             Changes  in  and  Disagreements  with
                         Accountants  on  Accounting  and  Financial
                         Disclosure                                           28

    Item  8A.            Controls  and  Procedures                            29


                                    Part  III

    Item  9.             Directors,  Executive  Officers,  Promoters
                         and  Control  Persons;  Compliance  with
                         Section  16(a)  of  the  Exchange  Act               30

    Item  10.            Executive  Compensation                              31

    Item  11.            Security  Ownership  of  Certain  Beneficial
                         Owners and Management and Related Stockholder
                         Matters                                              32

    Item  12.            Certain  Relationships  and  Related
                         Transactions                                         33

    Item  13.            Exhibits  and  Reports  on  Form  8-K
                        (a)   Exhibits                                        34

                        (b)   Reports  on  Form  8-K                          35

    Item  14.           Principal  Accountant  Fees  and  Services            35

<PAGE>

                                   PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

                SPECIAL  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS

     Certain  statements  in  this  Annual  Report on Form 10-KSB (this "Form 10
KSB"),  including  statements under "Item 1. Description of Business," and "Item
6.  Management's  Discussion  and  Analysis",  constitute  "forward  looking
statements"  within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the  "Reform  Act").  Certain,  but not necessarily all, of such forward-looking
statements  can be identified by the use of forward-looking  terminology such as
"believes",  "expects",  "may",  "should",  or  "anticipates",  or  the negative
thereof  or  other  variations  thereon  or  comparable  terminology,  or  by
discussions  of  strategy  that  involve  risks  and  uncertainties.  Such
forward-looking  statements  involve  known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
MT Ultimate Healthcare Corp. ("MT Ultimate", the "Company", "we", "us" or "our")
to  be materially different from any future results, performance or achievements
expressed  or  implied  by  such forward-looking statements.  References in this
form  10-KSB,  unless  another  date  is  stated,  are  to  December  31,  2004.

BUSINESS  DEVELOPMENT

     MT Ultimate Healthcare Corp. (the "Company") was originally incorporated in
Nevada  under  the  name  JavaJuice.net ("JavaJuice") on September 13, 2000. The
Company's  business  plan was to engage in the operation of an Internet Cafe, in
Reno, Nevada. Prior to entering into an Exchange Agreement, discussed below, and
the  consummation  of  the transactions thereunder, the Company was considered a
development stage enterprise, as defined in Financial Accounting Standards Board
No.  7.

     On  August  8,  2003,  JavaJuice,  M.T.  Marketing  Int.  Corp.,  a  Nevada
corporation  ("MT"),  and  the  former  MT shareholders entered into an Exchange
Agreement  (the  "Exchange"  or  "Acquisition") whereby MT became a wholly-owned
subsidiary  of  the  Company. In addition, MacDonald Tudeme, the Company's Chief
Executive  Officer,  a  director  of  the  Company, and a former MT shareholder,
entered  into  a  stock purchase agreement with the Company's former officer and
director,  Laura  Mazany.  As  a  result  of  these transactions, control of the
Company  shifted  to  the  former  MT  shareholders.  JavaJuice was considered a
"shell"  at  the time of the Acquisition; therefore, the transaction was treated
as  a  reverse  merger.

                                        4
<PAGE>

     MT  operates a payroll nurse staffing and homecare business. As a result of
a change in business focus due to the acquisition of MT, the Company changed its
name  to  MT Ultimate Healthcare Corp. In February 2004, the Company established
an infusion nursing department. The Company has a contract with various infusion
companies  to  provide  skilled nursing services, including Registered Nurses to
patients  in  their homes. The Company currently employs two full time employees
in  its  infusion  department,  an  administrator  and a scheduler, as well as a
director of patient services who works approximately 30 hours per week. The main
function  of  the  employees in the infusion nursing department is to administer
the  department,  making sure that the nurses visit the clients as scheduled, as
well  as acting as a liaison between the clients and the infusion companies with
whom  the Company has contracts. Additionally, the Company employs approximately
30  registered  nurses who work in hospitals and nursing homes and visit clients
in  their  homes.

     In  September  2003,  the  Company completed an 80 to 1 forward stock split
followed  by  a  1  to  4 reverse stock split. The stock splits are collectively
referred  to  herein as the "Stock Splits." The effects of the Stock Splits have
been  retroactively  reflected  in  this  10-KSB  unless  otherwise  stated.

     On  May 20, 2004, the Company entered into an Exchange Agreement to acquire
all  of the issued and outstanding common stock of B.P. Senior Care, Inc., a New
Jersey  corporation  ("BP")  from BP's sole shareholder, in exchange for 200,000
shares  of  the Company's Common Stock. As additional consideration, the Company
agreed  to  pay  BP's sold shareholder an aggregate of $150,000 cash, payable as
follows: a) $25,000 upon closing the transaction; and b) $125,000 payable at the
beginning  of  the  month  in  equal  monthly  installments  of  $4,808  over  a
twenty-five  month  period beginning June 2004, and a final payment of $4,800 at
the beginning of the twenty-sixth month following June 2004. BP provides 24-hour
healthcare  services  to  senior  citizens  in the New Jersey metropolitan area.

     Our  acquisitions,  including  BP,  have  not  resulted  in  increased
profitability  as  expected  and  have  in  fact  decreased our cash flow.  As a
result,  the  Company  is  currently  considering  unwinding the BP acquisition.

     The  Company,  through  its  wholly-owned Nevada subsidiary, MT, operates a
payroll  nurse  staffing  and homecare business. The Company provides healthcare
professionals  such as Certified Nursing Assistants, Nurse Technicians, Licensed
Practical  Nurses  and  Registered  Nurses to hospitals, nursing homes, licensed
home  care services agencies ("LHCSAs"), other health-related businesses, to the
homes  of  the  elderly,  sick  and  incapacitated. In January 2004, the Company
received  a  license from the State of New York, Department of Health, effective
December  9,  2003, to operate as a LHCSA in the five boroughs of New York City:
the  Bronx,  Brooklyn, Manhattan, Queens and Staten Island, as well as in Nassau
County,  New  York.  As  a  result  of  a  change  in  business focus due to the
acquisition  of MT, the Company changed its name to MT Ultimate Healthcare Corp.
The  Company  also  operates  a  24-hour healthcare services business for senior
citizens  through its wholly-owned New Jersey subsidiary, B.P. Senior Care, Inc.
Hereinafter,  a  reference  to  the  Company includes a reference to MT and B.P.
Senior  Care,  Inc.,  unless  otherwise  provided.

                                        5
<PAGE>

     On  August  31, 2004 (the "Closing"), the Company entered into a Securities
Purchase  Agreement  (the  "Agreement") with AJW Partners, LLC ("Partners"), AJW
Offshore,  Ltd. ("Offshore"), AJW Qualified Partners, LLC ("Qualified"), and New
Millennium  Capital  Partners  II,  LLC  ("New Millennium") to purchase callable
secured  convertible  notes  having an aggregate principal amount of $700,000, a
10%  annual  interest  rate  payable  quarterly,  a term of two (2) years, and a
conversion  price,  as  of January 20, 2005 (the "Filing Date"), of $0.04267 per
share  (the  "Convertible  Notes" or "Notes"). Partners, Offshore, Qualified and
New  Millennium  are  collectively  referred  to herein as the "Selling Security
Holders."  The  Agreement also provides for the issuance of warrants to purchase
up  to an aggregate of 700,000 shares of Common Stock, with an exercise price of
$0.45  per  share  (the  "Warrants").  We will not receive any proceeds from the
resale  of our Common Stock issuable upon conversion of the Notes or exercise of
the  Warrants.  We will however receive proceeds from the sale of the additional
$200,000  of  Convertible Notes, less $25,000 which has previously been advanced
to  the  Company  in connection with the filing of its amended SB-2 registration
statement  and  spent,  and  exercise  of  the  Warrants, assuming the Company's
registration  statement  is  declared  effective,  of  which  there  can  be  no
assurance.  As  of  the  date  of  this  filing,  we  have  sold $500,000 of the
Convertible  Notes. We have agreed to sell an additional $200,000 of Convertible
Notes,  less  $25,000  which  has  previously  been  advanced  to the Company in
connection with the filing of its amended SB-2 registration statement and spent,
upon  the  effectiveness of the registration statement, of which there can be no
assurance. Investors should note that the Notes are secured by substantially all
of the Company's assets. The sale of the additional Convertible Notes is subject
to  our  satisfying  certain  conditions described in the section entitled "RISK
FACTORS".

     On  October  1,  2004,  the  Company  entered into an Agreement and Plan of
Acquisition  and  Merger  ("A&M Agreement") to acquire Abundant Nursing, Inc., a
Pennsylvania  corporation  ("Abundant") in exchange for $150,000 paid on October
1,  2004,  and  a  five-year promissory note in the principal amount of $295,000
that accrues interest at a rate of seven percent (7%) per annum. Abundant may be
merged  with  and  into the Company after the Company has fully-paid all amounts
due  under  the  A&M  Agreement.  Until  such  time as the Company pays the full
consideration  pursuant  to  the A&M Agreement, Abundant will be operated by the
Company  as  a  stand  alone  subsidiary.  Abundant  is  located  in  Mount Joy,
Pennsylvania,  and provides staffing in the central area of Pennsylvania and the
Lancaster  area.

     On  October  28,  2004,  the  Company  entered into a Nurse Recruitment and
Placement  Services  Agreement  for  International  Nurses  ("Nurse  Recruitment
Agreement")  with  Nurse Employment & Immigration, Inc. ("NEI"). Under the terms
of  the Nurse Recruitment Agreement, NEI will supply the Company with resumes of
nurses  who  have  passed the Commission on Graduates of Foreign Nursing Schools
test  ("CGFNS"),  and the Company will be responsible for the immigration of the
nurses,  including  providing  all required documents, orientation and diversity
programs,  work  permits,  and  payment  of expense allowance. In return for NEI
referring  foreign nurses to the Company for immigration, the Company pays NEI a
referral fee. This referral fee is paid in two different phases. Under the first
phase,  before  the  individual  has arrived in the U.S., the following payments
will  be  made  to  NEI:  $2,000  when  a  nurse  is  selected,  $2,000 when the
immigration papers are filed, $1,000 before VISA stamping in the home country is
completed,  and  $1,000  before  the nurse arrives in US. Under phase two, which
starts  after  the  individual  arrives  in  the U.S. and begins working for the
Company,  the  fees  paid to NEI are as follows: any hourly rate of up to $30.00
per  hour will result in a $2 per hour fee to NEI, and any hourly rate of $30.01
and higher will result in NEI receiving fifty (50%) percent of the excess amount
over  $30.00, multiplied by the hours worked by the nurse. During phase two, the
number  of  hours  shall  not  include  over-time,  part-time,  or weekend work.

                                        6
<PAGE>

     The  initial  term  of the Nurse Recruitment Agreement is for one (1) year.
Unless  terminated  by  the Company or NEI earlier, after the receipt of 30 days
written  notice  to the other party, and will renew automatically for additional
one-year  terms  unless  either  Party  provides  the  other  written  notice of
termination at least thirty (30) days prior to the expiration date of such term.
If  terminated,  the  Company  is  still  required to pay NEI for any successful
referrals  made  by  NEI  prior  to the termination, for as long as the referral
nurse  continues  to  work  for  the  Company.

     The  bulk of the Company's revenue for the first two quarters of 2004, came
from  the two city hospitals, Queens General and Metropolitan Hospital. However,
since  establishing the infusion therapy department, the Company's customer base
has  grown  and  the  Company  now  relies  less on those hospitals for revenue.
Additionally,  through  the acquisitions of BP and Abundant the Company believes
it  is  diversifying its operations.  However, since our acquisitions of BP, has
not  resulted in increased profitability as expected and has in fact   decreased
our  cash  flow,  we  are  currently  considering  unwinding the BP acquisition.

PRINCIPAL  PRODUCTS  AND  SERVICES

     The  Company,  through  its  wholly-owned Nevada subsidiary, MT, operates a
payroll  nurse  staffing  and homecare business. The Company provides healthcare
professionals  such as Certified Nursing Assistants, Nurse Technicians, Licensed
Practical  Nurses  and  Registered  Nurses to hospitals, nursing homes, licensed
home  care services agencies ("LHCSAs"), other health-related businesses, and to
the  homes  of the elderly, sick and incapacitated. In January 2004, the Company
received  a  license from the State of New York, Department of Health, effective
December  9,  2003, to operate as a LHCSA in the five boroughs of New York City:
The  Bronx,  Brooklyn, Manhattan, Queens and Staten Island, as well as in Nassau
County.  The  Company  also  operates a 24-hour healthcare services business for
senior  citizens  through  its  wholly-owned  New  Jersey  subsidiary, BP, which
acquisition  it  is  considering  unwinding.

     Currently,  the  Company's  primary  target  market  consists  of  public
hospitals,  private  hospitals and nursing homes in the five (5) Boroughs of New
York City, the elderly and patients that have been discharged from hospitals and
are recuperating at home. The market for the provision of healthcare services in
New  York  City  metropolitan area is very competitive. MT competes with several
healthcare  service  providers  and  healthcare  staffing  companies.  These
competitors  include  Best  Care,  All  Care  Services, White Gloves, and Prefer
Nursing.

     The Company's 24 hour healthcare services business operates 24 hours, seven
days  a  week.  The Company's 24 hour healthcare services business allows anyone
who  needs answers to questions or help from a nurse to receive that information
at  any time of night or day. The Company is then able to send a nurse who is on
standby  to  the  caller's  house  or  facility  which is in need of assistance.

                                        7
<PAGE>

     The Company takes into consideration the customer's needs and optimizes its
resources  to  fit those needs. The Company markets its services under the names
"M.T.  Ultimate  Healthcare  Staffing  and  Homecare  Services,"  "M.T. Ultimate
Services,"  or  "M.T.  Ultimate."

COMPETITION  AND  COMPETITIVE  STRATEGY

     The  medical  staffing  industry  is  both  highly  fragmented  and  highly
competitive.  There  are  a  large  number  of firms engaged in the provision of
medical  personnel.  A  significant  number  of  these  companies are very small
competitors  operating  on  a  localized  basis. There are however, a few larger
companies  that  operate  on  a  national  basis.  The Company believes that its
marketing  approach,  coupled  with  innovative  methods for identifying skilled
personnel  offers  advantages  to the Company. The Company feels that one reason
for  this  advantage  is  the way in which the Company relates to its staff. The
Company  believes  that  it  has a personal relationship with its staff which is
different  from the majority of its competitors and which the immigrants on whom
the  Company  relies  can  appreciate.  One  such advantage the Company feels it
offers  is that the Company has a referral system in place whereby the referring
party  gets  a  bonus  for each new nurse referred to the Company. Additionally,
some  of  the  Company's management and the majority of the staff are immigrants
themselves  which  helps  build camaraderie with immigrants new to this country.
The  Company's  staff  members  belong  to cultural groups and organize churches
which many immigrants belong to, which helps the Company gain inside information
on  the  arrival  of  new  immigrants.

     The  Company  intends  to  compete  in  the  nurse  staffing industry based
primarily  on  its unique marketing approach, its willingness to provide support
to  its  staff,  superior  client service, and its aggressive recruitment policy
within  the United States and abroad. The Company's management believes that its
ability to recruit experienced nursing staff and its relationship with its staff
gives  the  Company  an advantage over its competitors which include RehabCare's
StarMed Staffing Division, Medical Staffing Network, IntelliStaff, NurseFinders,
White  Gloves,  ATC  Healthcare,  and  Best  Care.

     In  addition  to an internal recruitment drive in the New York metropolitan
area,  the  Company also intends to recruit trained, experienced nurses from the
Philippines,  India,  the  West Indies, Africa and Europe. The Company, with the
assistance  of immigration lawyers, intends to sponsor these nurses, assist them
in  obtaining  New  York  State  nursing  licenses,  and  sign them to renewable
three-year  employment  contracts.  The  Company  is  currently  working with an
immigration law firm in Virginia who is assisting the Company in the preparation
and  filing  of immigration papers for foreign nurses. The Company is sponsoring
these  nurses  in  their  employment  with  hospitals  in the U.S. The Company's
partner  Nurse  Employment  &  Immigration, Inc. ("NEI") has nurses in India and
operates  a  school  where nurses are oriented and prepared to pass the National
Council Licensure Examination and the Commission on Graduates of Foreign Nursing
Schools  test  ("CGFNS")  which  allows  them  to  come  to the U.S. for nursing
employment.  The nurses are screened and processed and once they are found to be
CGFNS  ready,  the  Company  applies  for a work permit for the nurses which can
later  lead  to  a  green card. NEI recruits nurses licensed in India through an
Indian  company  licensed  by the Indian government to recruit nurses. Currently
the  Company  only  has  a  working partnership with companies in India to bring
nurses  to the U.S., however, the Company hopes to eventually establish contacts
in  the  Philippines,  Nigeria  and  Ghana, of which there can be no assurances.

                                        8
<PAGE>

     We  have  not  previously recruited any nurses from outside of the country.
However, our partner NEI has placed a number of nurses in hospitals in New York,
New  Jersey  and Pennsylvania in the past. The Company currently has two foreign
nurses  working  for  the Company in the U.S., which were recruited through NEI.
Additionally,  the  Company  has  filed  papers for seven registered nurses from
India  with the United States Citizenship and Immigration Services, which papers
are  currently  pending.

     Some  of  the Company's employees are independent contractors, particularly
Registered Nurses who are engaged in the Company's high tech nursing operations,
because  they specialize in the field of infusion therapy. Additionally, because
Registered  Nurses  require  specialized  licenses,  they are in high demand and
often  work  with  more  than  one  agency.  As  a result of being considered an
independent contractor, these individuals are required to pay their own federal,
state  and  local  taxes.

CLIENT  BASE

     The  Company  has  a  range  of  clients,  and  has expanded it client base
substantially  through  the  acquisitions  of  BP  and Abundant.  The Company is
currently  considering unwinding the acquisition of BP, as the acquisition of BP
has  not  proved  economical  for  the  Company.  The  Company actively seeks to
increase  its  client  base  and  to  broaden its service and product offerings.

GOVERNMENT  REGULATION

     The  Company  is licensed by the State of New York, Department oh Health to
operate  as  a LHCSA in the five boroughs of New York City and in Nassau County.
The  Company  was  required to prepare operating manuals as part of the approval
process.  Home  healthcare  licensure requires the Company to make sure that its
staff  is  appropriately  qualified,  trained and supervised to provide skilled,
in-home  healthcare services. The Company will be subject to unannounced surveys
to  assess its compliance with state and federal standards governing the quality
and  scope  of  the services it provides. In the event we do not comply with the
license,  we  may  be  subject  to  penalties.

                                        9
<PAGE>

EMPLOYEES

     The Company currently employs approximately seventy-five (75) people. These
employees  include  Certified  Nursing  Assistants,  Nurse Technicians, Licensed
Practical  Nurses,  and  Registered  Nurses.  The  Company  employs fifteen (15)
per diem employees  in its infusion department, including an administrator and a
scheduler, as well as a director of patient services, who works approximately 30
hours  per  week.  The  main  function  of the employees in the infusion nursing
department  is  to  administer the department, making sure that the nurses visit
the clients as scheduled, as well as acting as a liaison between the clients and
the  infusion  companies  with whom the Company has contracts. Additionally, the
Company  employs  approximately  30 registered nurses who  work in hospitals and
nursing homes and visit clients in their homes. Some of the Company's  employees
are independent contractors, particularly Registered Nurses who are  engaged  in
the Company's high tech nursing operations, because they specialize in the field
of infusion therapy. Additionally, because Registered Nurses require specialized
licenses,  they are in high demand and often  work  with  more  than one agency.
As a result of being considered an independent contractor, these individuals are
required to pay their own federal, state  and local taxes. Most of the Company's
other employees who do not work in the  infusion  department  are  paid  hourly,
but are not considered independent contractors.

CONVERTIBLE  NOTES  AND  WARRANTS

     To  obtain funding for our ongoing operations we entered into the Agreement
with  Partners,  Offshore,  Qualified and New Millennium in August 2004, for the
sale  of  (i) an aggregate of $700,000 Convertible Notes that, as of the date of
this  filing,  were  convertible  into approximately 87,500,000 shares of Common
Stock  at  $0.0008  per  share;  and (ii) Warrants to purchase 700,000 shares of
Common  Stock  at  $0.45  per  share. As of the date of this filing, the Selling
Security  Holders  have  purchased,  and  the  Company  has issued, an aggregate
principal  amount  of  $500,000 of the Convertible Notes. The Company has issued
Warrants  to  purchase  500,000 shares of Common Stock. The Company issued these
securities on August 31, 2004. The Company and the Selling Security Holders have
an  agreement  whereby upon the effectiveness of the registration statement, the
Selling Security Holders have five (5) days to purchase an aggregate of $200,000
of identical Convertible Notes (subject to the Company's satisfaction of certain
conditions  described below), and identical Warrants to purchase an aggregate of
200,000  shares  of  Common  Stock at an exercise price of $0.45 per share.  The
Company  has  already  been  advanced  and  spent  $25,000  of  the  $200,000 of
additional  Convertible  Notes,  which was advanced to the Company in connection
with  the  filing  of  its  amended  SB-2  registration  statement.

     The  conversion price for the Notes is determined at the time of conversion
and  is calculated as the lesser of the Variable Conversion Price (as defined in
the  Note)  or  $0.90. The Variable Conversion Price is the average of the three
(3)  lowest  trading prices of the Company's Common Stock during the twenty (20)
trading  day  period  ending  one trading day before the date that a holder of a
Note  sends notice of conversion to the Company. The Company may call all of the
Notes  for an amount in cash equal to either (i) 130% (for prepayments occurring
within  thirty  (30)  days  of the Closing), (ii) 140% for prepayments occurring
between  thirty-one  (31)  and  ninety  (90) days of Closing, or (iii) 150% (for
prepayments  occurring  after  the  ninetieth  (90th)  day  following  Closing),
multiplied  by  the sum of the then outstanding principal and accrued and unpaid
interest. The Convertible Notes have a two-year term and bear interest at a rate
of  10%  per annum. The holder of a Note may not convert any portion of the Note
in  excess  of  that portion of the Note upon conversion of which the sum of (i)
the  number  of  shares of Common Stock beneficially owned by the holder and its
affiliates  (other  than shares of Common Stock which may be deemed beneficially
owned  through  the  ownership  of  the  unconverted portion of the Notes or the
unexercised  or  unconverted  portion  of  any  other  security  of  the Company
(including,  without  limitation,  the  Warrants)  subject  to  a  limitation on
conversion or exercise analogous to the limitations described in this paragraph)
and;  (ii)  the number of shares of Common Stock issuable upon the conversion of
the  portion  of  the  Note  with  respect  to  which  the  determination of the
limitation described in this paragraph is being made, would result in beneficial
ownership  by the holder and its affiliates of more than 4.9% of the outstanding
shares  of  Common  Stock  (the  "4.9%  Limitation"). The holder of a Warrant is
subject  to  the  4.9%  Limitation  with  respect  to  exercise of the Warrants.

                                       10
<PAGE>

     The  Notes  become  immediately  due  and  payable upon an event of default
including, among other things, failure to pay principal and interest, failure to
convert  the Notes to Common Stock, failure to obtain effective of the Company's
registration  statement  within  one hundred sixty (160) days following Closing,
which event of default has occurred, assignment for the benefit of the Company's
or its subsidiaries' creditors, application for or consent to the appointment of
a receiver for the Company or its subsidiaries, judgments against the Company in
excess  of  $50,000,  and  bankruptcy, insolvency, reorganization or liquidation
proceedings  instituted  by  or  against  the  Company  or  its subsidiaries. In
addition,  the  Company  would  be  required  to pay the holders of the Notes an
amount  equal  to the greater of 130% times the sum of the outstanding amount of
the  Notes  plus  accrued  and  unpaid interest on the Notes plus any additional
amounts owed to the holders of the Notes (the "Default Sum") or the value of the
highest  number  of  shares  of  Common  Stock  issuable  upon  conversion of or
otherwise  pursuant  to such Default Sum determined based on the highest closing
price of the Common Stock during the period beginning on the date of default and
ending on the date the payment described herein. We made certain representations
and warranties and agreed to certain covenants that are customary for securities
purchase  agreements.  In  the  event  that  we  breach  those  representations,
warranties  or covenants, we will be subject to liquidated damages in the amount
of  3%  of the outstanding amount of the Notes per month plus accrued and unpaid
interest  on the Notes for breaches by us of certain representations, warranties
and  certain  covenant  provided  below. We may call the Notes at a premium upon
certain.  While  the  Company  is  currently  in  default of the Notes, the Note
holders  have  not  as  of the date of this filing requested the Company pay any
penalties  in  connection  with  the  Notes,  however  the  Company  can give no
assurances  that the Note holders will not force the Company to pay penalties in
the  future,  or that the Company will have sufficient cash on hand to pay these
penalties  if  requested.

     Under  section  1.2(b) of the Notes, the conversion price which the Selling
Security  Holders  must pay is changed after major announcements by the Company.
In the event the Company makes a public announcement that the Company intends to
consolidate  or  merge  with any other corporation (other than a merger in which
the  Company is the surviving or continuing corporation and its capital stock is
unchanged)  or  sell  or  transfer all or substantially all of the assets of the
Company  or  any  person,  group  or  entity  (including  the  Company) publicly
announces  a  tender offer to purchase 50% or more of the Company's Common Stock
(or  any  other  takeover scheme) then the conversion price of the Notes will be
equal  to the lower of the conversion price that would be effect on the date the
announcement  is  made  or  the current conversion price at the time the Selling
Security  Holders  wish  to  convert.

                                       11
<PAGE>

     The Company must satisfy certain conditions under the Agreement, before the
Selling  Security  Holders  are  required to purchase the additional $200,000 of
Convertible  Notes  and  Warrants  to  purchase  200,000 shares of Common Stock,
consisting  of  the  following: (i) the Company's representations and warranties
contained  in the Agreement are true and correct in all material respects on the
date  when  made  and  as  of  Closing;  (ii)  the Company shall have performed,
satisfied  and  complied  in al material respects with the covenants, agreements
and conditions required by the Agreement; (iii) there is no litigation, statute,
rule,  regulation,  executive  order, decree, ruling or injunction that has been
enacted,  entered,  promulgated  or  endorsed  by  or in any court or government
authority  of  competent jurisdiction or any self-regulatory organization having
requisite  authority  which  prohibits  the  transactions  contemplated  by  the
Agreement; (iv) no event has occurred which could reasonably be expected to have
a  material  adverse  effect  on  the  Company;  (v)  the shares of Common Stock
issuable  upon  conversion  of  the Notes and exercise of the Warrants have been
authorized  for  quotation  on  the OTCBB and trading in our Common Stock on the
OTCBB  has  not  been  suspended by the SEC or the OTCBB; (vi) the Company shall
provide  a  legal opinion to the Selling Security Holders; and (vii) the Company
shall  provide  certain  certificates  of  its  officers to the Selling Security
Holders regarding the Company's capitalization, the truth and correctness of its
representations  and  warranties  in  the  Agreement,  the Company's Articles of
Incorporation,  Bylaws  and  Board  of  Directors'  resolutions  relating to the
purchase  and  sale  of  the  remaining  Convertible Notes and related Warrants.

     In  connection with the Agreement, MacDonald S. Tudeme, our Chief Executive
Officer,  pledged 5,700,000 shares of Common Stock owned by him as collateral to
guarantee  the due and punctual performance and payment of our obligations under
the  Agreement  and related documents. We granted the Selling Security Holders a
continuing,  first  priority  security  interest  in  our  general  assets  (the
"Security  Agreement") and our intellectual property (the "Intellectual Property
Security  Agreement").

ITEM  2.  DESCRIPTION  OF  PROPERTY

     The  Company's  executive  offices  are  located in Brooklyn, New York. The
Company  placed  a  $11,918  security  deposit  for  a  five-year  lease  for
approximately  4,000  square feet of office space for its executive offices. The
current monthly lease commitment is $3,500 and will increase to $3,939 per month
at  the  end  of  the  lease  on  October  31,  2008.

     The  Company  entered  into  a  lease  for approximately 850 square feet of
office  space in Baldwin, New York that became effective on January 1, 2004. The
current  monthly  lease  commitment  is $1,300. The lease expires in five years.

     The  Company  had a five-year lease for office space in the Bronx, New York
that was to end in 2007. The rental rate for this space ranged from $650 to $850
per  month  during  the  term of the lease.  Subsequent to the period covered by
this  report,  the Company closed its office in the Bronx in January 2005, as it
was  no  longer  economical.

                                       12
<PAGE>

ITEM  3.  LEGAL  PROCEEDINGS

     As  of  the  date of filing of this report, the Company was not a party to,
any  legal  proceedings involving the Company. However, the Company has received
correspondence  threatening legal action regarding the use of the Company's name
"MT  Ultimate  Healthcare  Corp."

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     "Bid"  and  "asked"  offers  for  the common stock are listed on the NASDAQ
OTC-Bulletin  Board  published  by  the  National  Quotation  Bureau,  Inc.  The
Company's  common  stock  began  regular  trading  during  the fiscal year ended
December  31,  2003.  The trading symbol for the common stock was "JAVA" and was
changed  to "MTUH" in connection with the Company's name change and an 80 to one
forward  stock  split in September 2003. As a result of a one to 4 reverse stock
split  that  also  occurred in September 2003, the trading symbol was changed to
the  current  symbol,  "MTHC".

     The  following  table  sets  forth  the  high  and  low  bid prices for the
Company's  common  stock  for  the  periods  indicated as reported by the NASDAQ
OTC-Bulletin  Board.  The quotations reflect inter-dealer prices, without retail
mark-up,  mark-down  or  commission  and  may not represent actual transactions.

                                   Bid Prices

                    Quarter  Ended            High     Low
                    -------------            ----      ---

                   December  31,  2004       $0.30   $0.16
                   September  30,  2004      $0.90   $0.28
                   June  30,  2004           $0.60   $0.51
                   March  31,  2004          $1.05   $0.88
                   December  31,  2003       $1.05   $1.05
                   September  30,  2003      $1.50   $1.43
                   June  30,  2003           $0.02   $0.02
                   March  31,  2003          $0.01   $0.01

     There were 33 holders of record of the common stock as of May 18, 2005. The
Company  has  never  paid  a  cash  dividend  on  its  common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends  to  reinvest in its business operations any funds that could be used to
pay a cash dividend. The Company's common stock is considered a "penny stock" as
defined  in  the  Commission's  rules  promulgated  under  the  Exchange Act. In
general,  a security which is not quoted on NASDAQ or has a market price of less
than  $5.00  per share where the issuer does not have in excess of $2,000,000 in
net tangible assets (none of which conditions the Company meets) is considered a
penny  stock.  The  Commission's  rules regarding penny stocks impose additional
sales  practice  requirements  on  broker-dealers  who  sell  such securities to
persons  other  than  established  customers and accredited investors (generally
persons  with  net  worth  in excess of $1,000,000 or an annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by the
rules,  the  broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to  the  sale.  Thus  the Rules affect the ability of broker-dealers to sell the
Company's  shares  should  they wish to do so because of the adverse effect that
the  Rules have upon liquidity of penny stocks. Unless the transaction is exempt
under  the  Rules,  under  the  Securities  Enforcement Remedies and Penny Stock
Reform  Act  of  1990,  broker-dealers  effecting customer transactions in penny
stocks  are  required  to  provide  their  customers  with (i) a risk disclosure
document;  (ii)  disclosure  of  current  bid  and  ask quotations if any; (iii)
disclosure  of  the compensation of the broker-dealer and its sales personnel in
the transaction; and (iv) monthly account statements showing the market value of
each  penny stock held in the customer's account. As a result of the penny stock
rules  the  market  liquidity  for  the  Company's  securities  may  be severely
adversely  affected  by  limiting  the  ability  of  broker-dealers  to sell the
Company's  securities  and the ability of purchasers of the securities to resell
them.

                                       13
<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In  October  2004,  the  Company  issued  an aggregate of 472,000 shares of
Common  Stock  which  were  not  registered  under the Act consisting of 172,000
shares to an entity in consideration for consulting services, and 300,000 shares
to  an  entity in consideration for research to be conducted. The Company claims
an  exemption  from  registration  afforded by Section 4(2) of the Act since the
foregoing  issuances  did not involve a public offering, the recipients took the
shares  for  investment and not resale and the Company took appropriate measures
to  restrict  transfer. No underwriters or agents were involved in the foregoing
issuances and no underwriting discounts or commissions were paid by the Company.

     In  December  2004,  the  Company  issued  6,000,000 free trading shares of
Common  Stock  to  an  individual pursuant to an S-8 Registration statement. The
Company  has  issued  a  "stop"  order  in  connection with these shares, and is
currently  in  negotiations with the shareholder to cancel these shares, however
they  have  not  been  cancelled  or  surrendered as of the date of this report.

     In  January  2005, the Company issued 200,000 shares of free trading shares
of  Common  Stock  to David M. Loev, Attorney at Law ("Attorney"), the Company's
corporate  attorney,  pursuant  to  the Company's S-8 Registration statement, in
connection  with  an  agreement  to  collateralize  monies  owed  to  Attorney
previously,  which shares were subsequently cancelled by Attorney in April 2005.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     This  report  contains  forward  looking  statements  within the meaning of
Section  27a  of  the  Securities  Act of 1933 and Section 21e of the Securities
Exchange  Act  of  1934. These forward looking statements are subject to certain
risks  and  uncertainties  that  could cause actual results to differ materially
from  historical results or anticipated results, including those set forth under
"Risk  Factors"  in  this  Management's  Discussion  and  Analysis  of Financial
Condition and Results of Operations" and elsewhere in this report. The following
discussion  and  analysis should be read in conjunction with "Selected Financial
Data"  and  the  Company's  financial  statements  and  notes  thereto  included
elsewhere  in  this  report.

                                       14
<PAGE>

OVERVIEW

     The  Company  is  aggressively seeking to expand its operations both within
New  York  City  and  the  surrounding areas (e.g., New Jersey, Connecticut, and
upstate New York.).  The Company is also actively seeking to broaden its service
and  product  offerings.  Continuing its plan from the first and second quarter,
the Company is focusing on expanding its business during this third quarter, and
throughout  the  remainder  of 2004.  Management expects that much of the growth
will  come  from  acquisitions  and  by  internal  new business development.  In
particular,  the  Company  plans  to  extend  its  high-tech  nursing  business
throughout  the  area.  The  Company acquired BP and Abundant in accordance with
the  Company's  acquisition  plan.  However,  our  acquisitions,  including  BP,
have  not  resulted  in  increased  profitability  as  expected and have in fact
decreased  our  cash  flow.  As  a  result, the Company is currently considering
unwinding  the  BP  acquisition.


COMPARISON  OF  OPERATING  RESULTS

FISCAL  YEAR  ENDED DECEMBER 31, 2004 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2003

    Revenues  increased  $912,999  to $2,072,236 for the year ended December 31,
2004,  from  $1,159,237  for  the  year ended December 31, 2003. The increase in
revenues  was  due  to new business development activities, notably in the "high
tech"  nursing practice, and the increased revenues as a result of the Company's
acquisitions  of  BP  and  Abundant.

     Cost  of  revenues  increased  $628,481  to  $1,521,353  for the year ended
December  31,  2004,  from  $892,872  for  the year ended December 31, 2003. The
increase  in  cost  of revenues was attributable to an increase in the number of
nurses  and  other  workers the Company employs as result of the BP and Abundant
acquisitions.  However,  our  acquisition of BP has  not  resulted in  increased
profitability  as  expected  and  has  in  fact  decreased our cash flow.  As a
result,  the  Company  is  currently  considering  unwinding the BP acquisition.

     Gross profit increased $284,518 to $550,883 for the year ended December 31,
2004,  from $266,365 for the year ended December 31, 2003. The increase in gross
profit  was  attributable to increased revenues in connection with the Company's
acquisitions  of  BP  and Abundant as well as organic business growth during the
year  ended  December  31,  2004.

     Gross profit as a percentage of sales ("gross profit margin") was 26.6% for
the  year  ended  December  31,  2004,  as  compared to 23.0% for the year ended
December  31,  2003. The increase in gross profit margin was attributable to the
Company  focusing  on  profitability  of  its  operations rather than volume and
making  corresponding  adjustments  in  the  allocation of resources to maximize
profitability.

     The  Company's  total  expenses  increased $3,233,168 to $3,596,493 for the
year  ended December 31, 2004, as compared to total expenses of $363,325 for the
year  ended  December  31,  2003.  The  increase  in expenses for the year ended
December  31,  2004 consisted of increases in salaries and wages of $345,300, to
$420,429  for the year ended December 31, 2004, compared to $75,129 for the year
ended December 31, 2003, increases in professional fees of $111,187, to $189,089
for  the  year  ended  December 31, 2004, compared to $77,902 for the year ended
December  31, 2003, increases in depreciation of $8,227, to $32,147 for the year
ended  December  31,  2004,  compared to $23,920 for the year ended December 31,
2003,  increases in interest expense of $104,501, to $117,368 for the year ended
December  31,  2004,  compared  to $12,867 for the year ended December 31, 2004,
increases  in  operating  expenses  of  $275,703, to $449,210 for the year ended
December  31,  2004,  compared to $173,507 for the year ended December 31, 2003.
The  Company's  total  expenses also included $1,705,304 of consulting expenses,
$119,519 of bad debt expense, and $563,427 of impairment loss for the year ended
December  31,  2004,  which  were not represented in the year ended December 31,
2003.

                                       15
<PAGE>

     For  the  year  ended  December  31,  2004, the Company had a net loss from
operations  of  $3,045,610, as compared to a net loss from operations of $96,960
for  the  year ended December 31, 2003. The increase in net loss from operations
was  due  to  expenses  associated  with  the  Company's  acquisitions of BP and
Abundant  and  the costs of being a publicly traded company including legal fees
and  accountant  fees  in  connection  with  the  Company's  public  reporting
requirements.

LIQUIDITY  AND  CAPITAL  RESOURCES

      As  of  December  31, 2004, total assets were $570,620, which consisted of
total current assets of $455,466, consisting of $404,778 of accounts receivable,
net  of  allowance  of  $125,069,  and  other  current  assets  of  $50,688; and
non-current  assets  consisting  of  property  plant  and  equipment,  net  of
depreciation  of  $115,154.

     As of December 31, 2004, total liabilities were $1,114,981, which consisted
of  current  liabilities  of $647,450, which included $40,804 of cash overdraft,
$233,372  of  accounts payable and accrued expenses, $241,955 of notes payable -
current portion, $123,063 of notes payable- related party, which amount includes
$54,000 which is owed to the Company's Chief Executive Officer for monies loaned
to  the Company, and consultants, for obligations the Company could not pay when
due,  and  $8,256 of current portion of capital lease; and long-term liabilities
of  $467,531,  consisting  of  $880,193  of  notes payable and $4,004 of capital
leases,  which  was  offset  by  $416,666  of  beneficial conversion feature, in
connection  with  the Company issuing the Notes to the Note holders who are able
to  convert  their Notes into shares of the Company's Common Stock at conversion
prices  less  than  the  market  value  of  the  Company's  Common  Stock.

     The  Company  had  negative net working capital of $191,984 at December 31,
2004.

     Net  cash  used  in  operating  activities  was $726,153 for the year ended
December  31,  2004,  which consisted of net loss of $3,045,610, depreciation of
$32,147,  stock  issued  for  services  of  $1,705,305, which includes 6,000,000
shares  issued  to a consultant for services, and approximately 2,632,040 shares
issued  to  consultants  and employees in consideration of services rendered for
the  Company,  impairment  loss  of  $563,427, beneficial conversion interest of
$83,333,  bad debt expense of $119,519, accounts receivable of ($327,263), other
current  assets  of  ($30,516)  and  accounts  payable  of  $173,506.

                                       16
<PAGE>

     Net  cash  used  in  investing activities was ($518,429) for the year ended
December  31,  2004,  and  included  property plant and equipment of ($518,429).

     Net  cash  provided  from  financing activities was $1,149,020 for the year
ended December 31, 2004, and consisted of note payable of $933,451, note payable
related party of $123,063, which amount is owed to the Company's Chief Executive
Officer  for  monies  loan  to the Company, and consultants, for obligations the
Company  could  not pay when due, capital leases of ($7,494) and common stock of
$100,000,  in connection with an entity converting $100,000 in debt into 400,000
shares  of  the Company's Common Stock at $0.25 per share. The Company's primary
source  of  cash  from financing activities for the year ended December 31, 2004
was  $933,451  in  notes  payable  in  connection  with  the  Notes.

     The  Company  requires  $2  million  of  financing  to  expand its business
operations  through  the  acquisition  of  other enterprises and the creation or
organization of offices outside of New York City such as New Jersey, Connecticut
or  Atlanta, in addition to its outstanding debts of approximately $1,500,000 as
of  December  31, 2004. This financing is in addition to $500,000 already raised
and  a  $200,000  commitment, less $25,000 which has previously been advanced to
the  Company  and  spent  in  connection  with  the  filing  of its amended SB-2
registration statement. We received an aggregate of $500,000 of Convertible Note
financing  from four (4) unrelated parties, which we have already spent. We also
received  a  commitment from these parties to purchase an additional $200,000 of
convertible debt (subject to the Company's satisfaction of certain conditions as
discussed  under  the  heading  "Risk  Factors")  upon  the effectiveness of the
Company's  registration  statement,  of  which  there  can  be no assurance. The
Company  has  previously  been advanced $25,000 in connection with the filing of
its  amended  SB-2 registration statement, which amount has been spent, and as a
result  will only receive $175,000 in connection with the sale of the additional
$200,000  in Convertible Notes, which amount, if received, of which there can be
no  assurance,  will  likely  be  used  to  pay  down a portion of the Company's
outstanding  liabilities.  In connection with the Convertible Note financing, we
issued  Warrants  to  purchase 500,000 shares of our Common Stock at an exercise
price  of  $0.45 per share. We will issue identical Warrants to purchase 200,000
shares  of  our Common Stock along with the commitment to purchase an additional
$200,000 of convertible debt. At this time, no financing other than the $200,000
commitment  has  been secured or identified. Our growth and continued operations
could  be  impaired by limitations on our access to the capital markets. Without
additional  financing, we can continue our operations. However, if we are unable
to  obtain  additional  financing  upon terms that management deems sufficiently
favorable,  or  at all, it would have a material adverse impact upon our ability
to  pursue  our  expansion strategy. There can be no assurance that capital from
outside  sources  will  be  available, or if such financing is available, it may
involve issuing securities senior to our Common Stock or equity financings which
are dilutive to holders of our Common Stock. In addition, in the event we do not
raise additional capital from conventional sources, it is likely that our growth
will  be  restricted  and  we may need to scale back or curtail implementing our
business  plan.

                                       17
<PAGE>

     The  Company  does  not  have  any  commitments  or  identified  sources of
additional  capital  from  third  parties  or  from  its  officers, directors or
majority  shareholders.  The Company does expect to raise $175,000 from the sale
of  Convertible  Notes,  upon  the  effectiveness of its Registration Statement,
after  subtracting $25,000 which has previously been advanced to the Company and
spent  in  connection with the $200,000 of Convertible Notes.  Additionally, the
Company  has  a $150,000 SBA loan and a $50,000 line of credit which  is payable
on  demand  on  January 1, 2009, and bears interest at bank prime rate  plus  1%
for  any  outstanding  operating  indebtedness.  However,  there is no assurance
that  additional financing will be available on favorable terms, if at all.  The
balance  on  the  line of credit was $74,884, as the bank allowed the Company to
borrow in excess of its $50,000 limit as of December 31, 2004 and the balance on
the  SBA  loan  was $106,488 as of December 31, 2004.  The interest expense  for
the line of credit and loan was $47,537.41 for the year ended December 31, 2004.
Additionally, the Company owed $106,488 of the $150,000 note for the purchase of
BP and $286,735 of the $295,000 note for the purchase of Abundant as of December
31,  2004.

  If  the Company is unable to raise such additional financing,  it would have a
materially  adverse  effect  upon  the  Company's  ability  to  implement  its
business  plan  and may cause the Company to curtail or scale back  its  current
operations.

     The  Company  has  already  spent  the  $525,000 raised from the Securities
Purchase  Agreement  as  a  down  payment on the acquisition of Abundant and the
payment  of  outstanding  debt and legal costs and interest on the money raised.
At  December  31,  2004,  the  Company  had  $0  in  cash.

                                  RISK FACTORS
                                ----------------

    You  should  carefully  consider  the below risk factors and warnings before
making  an  investment decision. The risks described below are not the only ones
facing  us.  Additional  risks  that  we do not yet know of or that we currently
think  are  not  material  may  also  have  an  adverse  effect  on our business
operations.  If  any of those risks or any of the risks described below actually
occur,  our business could be adversely affected. In that case, the price of our
Common  Stock  could decline, and you could lose all or part of your investment.

                         RISKS  RELATING  TO  OUR  BUSINESS

WE  HAVE A PRESENT NEED FOR CAPITAL IN ADDITION TO $500,000 ALREADY RAISED AND A
$200,000  COMMITMENT.

     It is imperative that we raise $2 million of financing to support strategic
acquisitions  and  the  Company's  current  expansion plan for the next 18 to 24
months,  which  is  in  addition  to  $500,000  already  raised  and  a $200,000
commitment,  of which $25,000 has previously been advanced to the Company, which
will  likely  be decreased by penalties the Company will have to pay to the Note
holders. We received an aggregate of $500,000 of Convertible Note financing from
four  (4) unrelated parties. We also received a commitment from these parties to
purchase  an additional $200,000 of convertible debt. The sale of the additional
Convertible Notes is subject to the satisfaction of certain conditions including
the  effectiveness  of  the Company's registration statement. In connection with
the Convertible Note financing, we issued Warrants to purchase 500,000 shares of
our  Common  Stock  at  an  exercise  price  of  $0.45  per share. We will issue
identical Warrants to purchase 200,000 shares of our Common Stock along with the
commitment  to  purchase  an  additional  $200,000 of convertible debt, of which
$25,000  has  previously  been  advanced  and  spent, and of which the remaining
$175,000 will likely be allocated to previously outstanding liabilities. At this
time,  no  financing  other  than  the  $200,000  commitment has been secured or
identified. Our growth and continued operations could be impaired by limitations
on  our  access  to  the capital markets. There can be no assurance that capital
from  outside sources will be available, or if such financing is available, that
it  will  be  on  terms  that management deems sufficiently favorable. If we are
unable  to  obtain  additional  financing  upon  terms  that  management  deems
sufficiently  favorable, or at all, it would have a material adverse impact upon
our  ability  to  continue  our  business  operations  and  pursue our expansion
strategy. In the event we do not raise additional capital, it is likely that our
growth  will  be  restricted  and that we may be forced to scale back or curtail
implementing  our  business  plan.

                                       18
<PAGE>

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.

     Our  auditors  have  expressed  an  opinion that there is substantial doubt
about  our  ability to continue as a going concern primarily because we have yet
to generate sufficient working capital to support our operations and our ability
to pay outstanding employment taxes.  The accompanying financial statements have
been  prepared  assuming  that the Company will continue as a going concern. The
financial  statements  do not include any adjustments that might result from our
inability  to  continue  as  a  going concern. If we are unable to continue as a
going  concern,  you  will  lose  your  entire  investment.

THE  CONVERTIBLE  NOTES  BECAME  IMMEDIATELY  DUE AND PAYABLE UPON THE COMPANY'S
DEFAULT,  AND IF REQUIRED TO PAY THE OUTSTANDING AMOUNT OF THE NOTES BY THE NOTE
HOLDERS,  WE  MAY  BE  FORCED  TO  SELL  ALL  OF  OUR  ASSETS.

     The  Notes  become  immediately  due  and  payable upon an event of default
including, among other things, failure to pay principal and interest, failure to
convert  the Notes to Common Stock, failure to obtain effective of the Company's
registration  statement  within  one hundred sixty (160) days following Closing,
assignment  for  the  benefit  of  the Company's or its subsidiaries' creditors,
application  for  or consent to the appointment of a receiver for the Company or
its  subsidiaries,  judgments  against  the  Company  in  excess of $50,000, and
bankruptcy,  insolvency, reorganization or liquidation proceedings instituted by
or  against  the Company or its subsidiaries. Because the Company did not obtain
effectiveness  of  its registration statement within one-hundred and sixty (160)
days  of  the  closing  the  Company  is  in  default  of the Notes and they are
immediately  due  and  payable  at  the  request of the Note holders.  Addition,
because  the  Company  is  in  default,  at the request of the Note holders, the
Company could be required to pay the holders of the Notes an amount equal to the
greater  of  130%  times  the  sum  of  the outstanding amount of the Notes plus
accrued  and  unpaid  interest  on the Notes plus additional amounts owed to the
holders  of  the  Notes  under the Agreement and related documents (the "Default
Sum") or the value of the highest number of shares of Common Stock issuable upon
conversion  of or otherwise pursuant to such Default Sum determined based on the
highest  closing  price  of  the Common Stock during the period beginning on the
date  of  default and ending on the date of the payment described herein. If the
Note  holders  request  that the notes be paid in full immediately, or force the
Company  to  pay  the  penalties  associated  with the Company failing to obtain
effectiveness  of  the  Company's  registration  statement, and we are unable to
raise  enough money to cover these costs, or the payment of the Notes, we may be
forced  to  sell  off  parts or all of our assets, which would force us to scale
back  our  business  operations,  likely  leading  to  our  securities  becoming
worthless.

                                       19
<PAGE>

OUR  COMMON  STOCK  MAY  BE  DE-LISTED FROM THE Over-The-Counter Bulletin Board.

     The  Company's  Common  Stock  is  currently listed on the Over-The-Counter
Bulletin  Board  ("OTCBB")  under the symbol "MTHC".  The Company has previously
come  close  to  being  de-listed from the OTCBB for failure to file its reports
with  the  Securities  and Exchange Commission in a timely fashion.  The Company
can  give  no  assurances  that  it will have the financial resources to pay the
Company's  auditor  and  attorney  to  complete  the filing of its quarterly and
annual  reports in the future, and/or that other situations will not arise which
may  cause  the Company to become de-listed from the OTCBB.  If the Company were
to  be  de-listed from the OTCBB for whatever reason, any investment you have in
the  Company  may  be  lost.

THE  COMPANY  MAY  FACE  POTENTIAL  LIABILITY IN CONNECTION WITH THE ISSUANCE OF
6,000,000  SHARES  OF  S-8  REGISTERED  COMMON STOCK WHICH THE COMPANY ISSUED IN
2004.

     The  Company  issued  6,000,000  shares  of  its  Common  Stock  which were
registered  pursuant  to  an  S-8  registration  statement,  to  a consultant in
December  2004.  The  Company  may  have  been  unable  to  utilize  a  Form S-8
registration statement as it had outstanding comments with the SEC in connection
with  its SB-2 registration statement at the time the S-8 registration statement
was  filed.  The  Company  requested  that the consultant who was issued the S-8
shares  return the shares to the Company for cancellation and to the best of the
Company's  knowledge, the consultant has not sold any of the 6,000,000 shares as
of  the  date  of  this  filing.  If the Company's S-8 registration statement is
deemed  invalid,  the Company could face potential liability from the SEC and/or
the  consultant  to  whom  the  shares  were  issued.

WE  HEAVILY  DEPEND  ON  MACDONALD  S.  TUDEME  AND  MARGUERITE  M.  TUDEME

     The  success  of  the Company heavily depends upon the personal efforts and
abilities  of MacDonald S. Tudeme and Marguerite M. Tudeme. Mr. Tudeme serves as
the  Company's  Chief  Executive  Officer  and  its  Marketing Manager, and as a
Director  of  the  Company.  The  Company  has  not  entered  into an employment
agreement  with Mr. Tudeme. Ms. Tudeme serves as the Company's Secretary and its
Operations  Manager,  and  as  a  director  of  the Company. The Company has not
entered  into an employment agreement with Ms. Tudeme. Mr. Tudeme and Ms. Tudeme
may  voluntarily  terminate  their services at any time, although they currently
have  no  plans to do so. The Company currently has no key man insurance or life
insurance  policies  on  any  employees. The loss of Mr. Tudeme or Ms. Tudeme or
other  key  employees  could  have  a  material  adverse effect on our business,
results  of  operations  or financial condition. In addition, the absence of Mr.
Tudeme  or  Ms.  Tudeme  will  force  us to seek a replacement who may have less
experience or who may not understand our business, or we may not be able to find
a  suitable  replacement.  If  this were to happen, the Company may be forced to
curtail  or  abandon  its  business  plan.

                                       20
<PAGE>

THERE  IS  A  SHORTAGE OF WORKERS IN THE HEALTHCARE INDUSTRY THAT MAY IMPEDE OUR
ABILITY  TO ACQUIRE QUALIFIED HEALTHCARE PROFESSIONALS FOR OUR CONTINUED GROWTH.

     Presently,  the  healthcare  industry is experiencing a growing shortage of
healthcare  professionals  especially,  Licensed Practical Nurses and Registered
Nurses.  We operate a payroll nurse staffing and homecare business that provides
healthcare  professionals  such  as  Certified  Nursing  Assistants,  Nurse
Technicians,  Licensed  Practical  Nurses  and  Registered  Nurses to hospitals,
nursing  homes, LHCSAs, other health related businesses, and to the homes of the
elderly,  sick  and  incapacitated.  During the last twelve months, our need for
qualified  healthcare professionals grew as we obtained a license from the State
of  New  York  to  operate  as a LHCSA, established a high tech infusion nursing
department,  acquired  BP  which  provides  24  hour  healthcare  services,  and
Abundant,  which  provides  staffing in the central area of Pennsylvania and the
Lancaster  area, however the Company is considering unwinding the BP acquisition
as  of the date of this report. One of our major marketing efforts is to recruit
these  professionals  in the United States and to attract foreign professionals.
There  can  be no assurance that we will be able to acquire qualified healthcare
professionals  within  the  United  States  or abroad to meet our growing needs.
While  we  have  yet to experience any difficulties in our operations due to the
lack  of  healthcare  professionals, any shortage in the number of nurses in the
healthcare  industry  or  shortage  in the number of healthcare professionals in
foreign  countries which the Company plans to import, could impede the Company's
growth  rate.  If  we  are  not  successful  in our efforts to acquire qualified
healthcare  professionals,  it  would  prevent  us  from  continuing our current
business strategy, which would have an adverse effect on the value of our Common
Stock.

GROWTH  WILL  PLACE  SIGNIFICANT  STRAINS  ON OUR MANAGERIAL, ADMINISTRATIVE AND
OTHER  RESOURCES.

     Any  growth that we experience is expected to place a significant strain on
our  managerial  and  administrative  resources.  MacDonald  S. Tudeme, Wayne F.
Richardson,  and  Marguerite  M. Tudeme were our only officers during the period
of  this  report,  and Mr.  Richardson  has  since  resigned.  We  have  limited
employees  who  perform  management or administrative functions. Further, if our
business  grows,  we  will  be  required  to  manage multiple relationships with
various  clients, healthcare professionals and third parties. These requirements
will  be  exacerbated  in the event of further growth. There can be no assurance
that  our  other  resources  such as our systems, procedures or controls will be
adequate  to  support  our growing operations or that we will be able to achieve
the  rapid  execution necessary to successfully offer our services and implement
our  business  plan. Marguerite Tudeme, our Secretary, serves as our Director of
Operations.  Additionally,  we have two Branch Managers, one who is in charge of
our  operations  in  New  Jersey  and  one who is in charge of our operations in
Pennsylvania.  Assuming  that our business grows, our future success will depend
on our ability to add additional management and administrative personnel to help
compliment our current employees as well as other resources. If we are unable to
add  additional managerial and administrative resources, it will prevent us from
continuing  our  business  plan,  which  calls for expanding our operations, and
could have an adverse effect on the value of our securities. Additionally, if we
grow  our  operations  faster  then we can find additional healthcare workers to
cover  our  commitments,  our  response time to calls for our 24 hour healthcare
department  could  increase and could lead to the loss of contracts as well as a
decline  in  our reputation, which would likely lead to decreased revenues and a
decline  in  the  value  of  the  Company's  securities.

                                       21
<PAGE>

OUR  OPERATIONS  AS A LHCSA ARE HEAVILY REGULATED BY THE DEPARTMENT OF HEALTH OF
THE  STATE  OF  NEW  YORK.

     The  Department  of  Health  of  the  State  of New York (the "Department")
regulates our operations as a LHCSA. In January 2004, we received a license from
the  Department  effective  December  9, 2003, to operate as a LHCSA in the five
boroughs  of  New  York City and in Nassau County, New York. We were required to
prepare  operating  manuals  as  part  of  the approval process. Home healthcare
licensure  requires  us  to make sure that our staff is appropriately qualified,
trained  and  supervised,  to  allow  us  to  provide skilled in home healthcare
services.  We  are  subject to unannounced surveys to assess our compliance with
state and federal standards governing the quality and scope of the services that
we  provide.  The only federal regulation that the Company is required to comply
with  as  a  healthcare  agency  is  the  Hospital  Information  Portability Act
("HIPPA"),  which  deals with the privacy of patients medical information. While
we  have  not  currently been subject to any investigations or violations, if we
fail to comply with government regulations, we could lose our license to operate
as  a  LHCSA,  or  be  forced  to  expend additional capital to regain our LHCSA
license.

WE  MAY CONTINUE TO BE UNPROFITABLE AND MAY NOT GENERATE PROFITS TO CONTINUE OUR
BUSINESS  PLAN.

     We  have  not  generated any net profits since the Exchange. As of December
31,  2004,  the Company had ($544,361) in total stockholders deficit. There is a
risk that our infusion therapy department, our plan to utilize immigrant nurses,
and  our  24  hour  healthcare operations will fail. If our business plan is not
successful, we will likely be forced to curtail or abandon our business plan. If
this  happens,  you  could  lose  your  investment  in  our  Company.

OUR  INDUSTRY  IS  HIGHLY  FRAGMENTED  AND  COMPETITIVE.

     The  medical  staffing  industry  is  both  highly  fragmented  and  highly
competitive.  There  are  a  large  number  of firms engaged in the provision of
medical personnel. A significant number of these companies are small competitors
operating  on  a localized basis. There are however, a few larger companies that
operate  on  a  national  basis.  If  we  are  unable  to  realize a competitive
advantage,  we  may  never generate revenues and be forced to curtail or abandon
our  business  plan.  If  this  were  to happen, any investment in the Company's
securities  could  become  worthless.

MACDONALD  S.  TUDEME  AND  MARGUERITE  M.  TUDEME  CAN  VOTE  AN
AGGREGATE  OF  59.7% OF OUR COMMON STOCK AND CAN EXERCISE CONTROL OVER CORPORATE
DECISIONS  INCLUDING  THE  APPOINTMENT  OF  NEW  DIRECTORS.

     MacDonald  S. Tudeme and Marguerite M. Tudeme ("Majority Shareholders") can
vote  an  aggregate  of  35,673,520  shares (or 59.7%) of our outstanding Common
Stock.  Accordingly,  Mr.  Tudeme  and  Ms.  Tudeme  will  exercise  control  in
determining  the  outcome  of  all  corporate  transactions  or  other  matters,
including the election of directors, mergers, consolidations, the sale of all or
substantially all of our assets, and also the power to prevent or cause a change
in  control.  Any  investors  who  purchase shares pursuant to this Registration
Statement  will  be minority shareholders and as such will have little to no say
in  the direction of the Company and the election of Directors. Additionally, it
will  be  difficult  if  not  impossible  for  investors  to remove the Majority
Shareholders  as  Directors  of the Company, which will mean they will remain in
control  of who serves as officers of the Company as well as whether any changes
are  made in the Board of Directors. As a potential investor in the Company, you
should  keep  in  mind that even if you own shares of the Company's Common Stock
and  wish  to  vote  them at annual or special shareholder meetings, your shares
will  likely  have  little  effect  on  the  outcome  of  corporate  decisions.

                                       22
<PAGE>

A  DEFAULT  BY  US  UNDER  THE CONVERTIBLE NOTES WOULD ENABLE THE HOLDERS OF THE
CONVERTIBLE  NOTES  TO  TAKE  CONTROL  OF  SUBSTANTIALLY  ALL  OF  OUR  ASSETS.

     The  Convertible  Notes  are secured by a Security Agreement under which we
pledged  substantially  all  of  our assets, including our equipment, inventory,
contract  rights, receivables, general intangibles, and intellectual property. A
default  by us under the Convertible Notes would enable the Note holders to take
control of substantially all of our assets. The holders of the Convertible Notes
have  no  operating experience in our industry and if we were to default and the
Convertible  Note  holders  were to take over control of our Company, they could
force  us  to  substantially  curtail  or  cease our operations. If this were to
happen,  any  investment  in  our  Company  would become substantially devalued.

WE  MAY  BE SUBJECT TO LIQUIDATED DAMAGES IN THE AMOUNT OF 3% OF THE OUTSTANDING
AMOUNT  OF THE NOTES PER MONTH PLUS ACCRUED AND UNPAID INTEREST ON THE NOTES FOR
BREACHES BY US OF OUR REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS UNDER
THE  SECURITIES  PURCHASE  AGREEMENT.

     We  made  certain  representations  and  warranties  and  agreed to certain
covenants  that  are  customary for securities purchase agreements. In the event
that  we  breach  those  representations,  warranties  or  covenants, we will be
subject  to  liquidated damages in the amount of 3% of the outstanding amount of
the  Notes,  per  month,  plus accrued and unpaid interest on the Notes for such
breaches  (the "Damages"). As of the date of this report, the outstanding amount
of the principal amount of the Notes was $500,000, which amount includes $25,000
which  was  advanced  to  the  Company in connection with commitment to purchase
$200,000  of  additional  Notes  upon  the  effectiveness  of  the  Company's
registration statement. The interest on the Notes was prepaid at the Closing. We
have  not  previously been required to pay any Damages, however, because we have
breached  the representations in the Securities Purchase Agreement and may still
breach  the warranties or covenants, we may be forced to pay Damages to the Note
holders.  If  we  do  not  have  enough  cash on hand to cover the amount of the
Damages, we could be forced to sell part or all of our assets, which could force
us  to scale back our business operations, leading to a decrease in the value of
our  securities.

WE FACE POTENTIAL LIABILITY IN CONNECTION WITH APPROXIMATELY $135,000 IN PAYROLL
TAXES WHICH WE OWE ON BEHALF OF OUR EMPLOYEES WHICH HAVE NOT BEEN PAID AS OF THE
DATE  OF  THIS  FILING.

     As  of  December 31, 2004, the Company failed to pay approximately $135,000
in  payroll  taxes  on  behalf  of  its  employees.  The Company faces potential
litigation  from the Company's employees, as well as other parties in connection
with  the  Company's  failure to pay these amounts.  If the Company is unable to
pay  these amounts in the future, or the Company is a party to legal proceedings
regarding  these  amounts, the Company could be forced to abandon or curtail its
business  plan,  sell some or all of its assets, and/or face potential penalties
and  sanctions.  If  any  of  these  things  were  to  happen,  the value of the
Company's  securities  could  become  worthless.

                                       23
<PAGE>

WE ENTERED INTO AN AGREEMENT TO ACQUIRE ABUNDANT NURSING, INC. WHICH ACQUISITION
IS CONTINGENT ON US SATISFYING OUR OBLIGATIONS UNDER A $295,000 PROMISSORY NOTE.

     In  October 2004, we entered into an agreement to acquire Abundant Nursing,
Inc.  in exchange for $150,000 paid on October 1, 2004 and a $295,000 promissory
note  payable  in  five  (5) years at seven percent (7%) interest per annum. Our
acquisition  of  Abundant  is  contingent  on  our  paying  the  $295,000  as
contemplated.  In  addition,  we  pledged all of the common stock of Abundant to
secure  our  performance  under  the  promissory  note. Until we have fully paid
$295,000  due  under  the promissory note, we are required to keep Abundant as a
separate  Pennsylvania  corporation,  including without limitation, no merger or
consolidation  of  Abundant  with MT Ultimate Healthcare Corp., and maintain the
separate assets of Abundant, as they existed on October 1, 2004. In addition, we
may  not  issue,  sell  or transfer any stock of Abundant or permit or allow any
liens  on  the  assets of Abundant until we have paid the $295,000 due under the
promissory  note.  In the event that we do not satisfy our obligations under the
$295,000  promissory  note  and  related  agreements,  the former shareholder of
Abundant  may  take  control over Abundant. In such event, we will not receive a
credit for the $150,000 that we paid on October 1, 2004 or any reimbursement for
any  of  the money we have previously paid toward the $295,000 note, of which we
owed  $286,735  as  of  December  31,  2004.

THE  COMPANY  IS  ATTEMPTING  TO  RECRUIT  NURSES  FROM  FOREIGN COUNTRIES TO BE
EMPLOYED  IN  THE U.S., IF THE COMPANY IS UNSUCCESSFUL IN THOSE EFFORTS IT COULD
FORCE  THE  COMPANY  TO  CURTAIL  ITS  BUSINESS  OPERATIONS

     Part  of  the  Company's  business  plan  is to recruit foreign nurses from
abroad,  bring them to the U.S., and employ them in the Company's operations. If
the  Company  is  unable to attract a sufficient number of foreign nurses, those
people  who  are  recruited  are  not  able  to  work as nurses in the Company's
operations,  the  current time of three months to obtain foreign work visas from
U.S.  Citizenship  and  Immigration  Services ("UCSIS") increases, or UCSIS puts
limits  on  the  number  of healthcare workers they allow into the country under
healthcare  work  visas,  it  would  have  a  materially  adverse  effect on the
Company's  operations  and  possibly cause the Company to curtail or abandon its
business  plan.

OUR ACCOUNT PAYABLES CURRENTLY EXCEED OUR ACCOUNT RECEIVABLES, WHICH CAUSES US
CASH FLOW PROBLEMS IN CONNECTION WITH OUR ONGOING LIABILITIES.

     The Company currently has a greater amount of outstanding and   previously
due liabilities than it has accounts receivables to pay those liabilities.   As
a result, the Company is experiencing significant cash flow problems, as all of
the money the Company currently receives is allocated to previously outstanding
liabilities.  Because of this, the  Company's  operations  and  growth  may  be
restricted and the Company may face significant interest  payments  on  overdue
liabilities until the Company can solve its cash  flow problems  and  grow  and
collect its receivables to a point where they can sustain the Company's current
operations, of which there can be no assurance. If the Company is unable to pay
its current and outstanding liabilities it could  be  forced  to  abandon  its
current business plan, sell a portion or all of its assets and as a result any
investment in the Company could become worthless.

                                       24
<PAGE>

                   RISKS RELATING TO THE COMPANY'S SECURITIES

BECAUSE  THE  COMPANY'S REGISTRATION STATEMENT WAS NOT DECLARED EFFECTIVE BEFORE
FEBRUARY  7,  2005,  IT  MAY  CAUSE  US  TO  INCUR  SUBSTANTIAL  PENALTIES.

     Under  our  Registration  Rights Agreement entered into, in connection with
the  Securities Purchase Agreement discussed herein, the Company is subject to a
$10,000  per  month  penalty  payable  to  the  Note  holders,  if the Company's
Registration Statement fails to become effective before February 7, 2005, within
one  hundred  and  sixty (160) days of the date of the Closing. The Registration
Statement  was not declared effective before February 7, 2005,  and has not been
declared effective as of the date of this filing, however, the Note holders have
not  forced  the  Company  to pay any penalties in connection with the Company's
registration  statement  becoming effective before February 7, 2005. There is no
assurance  that  the  Note  holders  will  not  require  the  Company to pay the
previously  stated  penalties in the future.  If this happens, we will likely be
forced  to  pay this amount out of the proceeds from the sale of the $200,000 in
additional  Notes,  decreasing  the amount of additional financing we will raise
from  that  sale.  This  will  likely  have  a  materially adverse affect on the
Company's  assets,  and  could force the Company to curtail its business plan or
abandon  its  operations  if  the  Company does not have enough money to pay the
penalties.

THE  ISSUANCE  AND SALE OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES AND THE
WARRANTS  MAY  DEPRESS  THE  MARKET  PRICE  OF  OUR  COMMON  STOCK.

     As  of  May  18,  2005, we had 59,732,040 shares of Common Stock issued and
outstanding.  As  of  the  date  of  this  filing,  the  $700,000  in  Notes are
convertible  into  87,500,000  shares  of  the  Company's  Common  Stock  at the
conversion  price  of  $0.008  per  share, and the Warrants are convertible into
1,400,000  shares  of  Common  Stock.  As  sequential conversions and sales take
place,  the  price of our Common Stock may decline, and as a result, the holders
of  the  Convertible  Notes could be entitled to receive an increasing number of
shares,  which  could  then  be  sold,  triggering  further  price  declines and
conversions for even larger numbers of shares, to the detriment of the investors
in  this  Offering.  All of the shares issuable upon conversion of the Notes and
upon  exercise  of  our  Warrants,  may be sold without restriction. The sale of
these  shares  may  adversely  affect  the  market  price  of  our Common Stock.

THE  ISSUANCE  AND SALE OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES AND THE
WARRANTS  REPRESENT  OVERHANG.

     In  addition,  the Common Stock issuable upon conversion of the Convertible
Notes  and  exercise  of  the  Warrants  may  represent  overhang  that may also
adversely  affect  the  market  price  of our Common Stock. Overhang occurs when
there  is  a  greater  supply  of  a company's stock in the market than there is
demand  for  that stock. When this happens the price of the company's stock will
decrease,  and  any  additional shares which shareholders attempt to sell in the
market  will  only decrease the share price even more. The Convertible Notes and
Warrants  may  be converted into Common Stock at a discount to the market price,
providing holders with the ability to sell their Common Stock at or below market
and  still  make  a  profit. In the event of such overhang, holders will have an
incentive to sell their Common Stock as quickly as possible. If the share volume
of  the  Company's  Common Stock cannot absorb the discounted shares, the market
price  per  share  of  our  Common  Stock  will  likely  decrease.

THE  ISSUANCE  OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES AND THE WARRANTS
WILL  CAUSE  IMMEDIATE  AND  SUBSTANTIAL  DILUTION.

     The  issuance  of Common Stock upon conversion of the Convertible Notes and
exercise  of  the  Warrants will result in immediate and substantial dilution to
the  interests  of  other  stockholders  since  the Selling Security Holders may
ultimately  receive and sell the full amount issuable on conversion or exercise.
Although  the  Selling  Security Holders may not convert their Convertible Notes
and/or  exercise  their Warrants if such conversion or exercise would cause them
to own more than 4.9% of our outstanding Common Stock, this restriction does not
prevent  the  Selling Security Holders from converting and/or exercising some of
their  holdings,  selling  those  shares,  and then converting the rest of their
holdings,  while  still  staying  below the 4.9% limit. In this way, the Selling
Security  Holders  could  sell more than this limit while never actually holding
more shares than this limit allows. If the Selling Security Holders choose to do
this  it  will  cause  substantial  dilution  of  common  stock.

                                       25
<PAGE>

THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION PRICE FEATURE OF OUR CONVERTIBLE NOTES
COULD  REQUIRE  US  TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES, WHICH MAY
ADVERSELY  AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND CAUSE DILUTION TO OUR
EXISTING  STOCKHOLDERS.

     Our  existing  stockholders  will  experience substantial dilution of their
investment  upon conversion of the Notes and exercise of the Warrants. The Notes
are convertible into shares of our Common Stock at the lesser of $0.90 or 40% of
the  average  of  the three (3) lowest trading prices of our Common Stock during
the twenty (20) trading day period ending one trading day before the date that a
holder  sends  us  a  notice  of  conversion. The number of shares issuable upon
conversion  of  the  Notes  could  prove to be more than the number of shares we
currently  have  outstanding  and  that  would cause significant dilution to our
existing  stockholders.  The  Warrants  are  exercisable  into 700,000 shares of
Common  Stock.  All  of  the  shares  of  Common  Stock offered in the Company's
registration  statement, which has not yet been declared effective,  may be sold
without  restriction after the effectiveness of such registration statement. The
sale  of  these  shares of Common Stock may adversely affect the market price of
our  Common  Stock. As sequential conversions and sales take place, the price of
our  Common  Stock may decline and if so, the holders of Convertible Notes would
be entitled to receive an increasing number of shares, which could then be sold,
triggering  further  price  declines  and conversions for even larger numbers of
shares,  which  would  cause  additional  dilution to our existing stockholders.
Additionally,  there are no provisions in the Agreement, Notes, Warrants, or any
other  document which restrict the Note holders ability to sell short our Common
Stock,  which  they  could  do  to  decrease  the  price of our Common Stock and
increase  the  number  of  shares they would receive upon conversion and thereby
further  dilute  other  stockholders.

THE  MARKET  PRICE  OF  OUR  COMMON  STOCK  HISTORICALLY  HAS  BEEN  VOLATILE.

     The  market  price  of  our  Common  Stock  historically  has  fluctuated
significantly based on, but not limited to, such factors as general stock market
trends,  announcements  of  developments  related  to  our  business,  actual or
anticipated  variations  in  our  operating results, our ability or inability to
generate  new  revenues,  conditions and trends in the event production industry
and  in  the  industries  in  which  our  customers  are  engaged.

     Our  Common  Stock  is traded on the OTCBB under the symbol MTHC. In recent
years,  the  stock  market in general has experienced extreme price fluctuations
that have oftentimes been unrelated to the operating performance of the affected
companies.  Similarly,  the  market  price  of  our  Common  Stock may fluctuate
significantly  based upon factors unrelated or disproportionate to our operating
performance.  These  market fluctuations, as well as general economic, political
and  market  conditions,  such  as  recessions,  interest rates or international
currency fluctuations may adversely affect the market price of our Common Stock.

                                       26
<PAGE>

OUR  COMMON  STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE COMMISSION WHICH
LIMITS  THE TRADING MARKET IN OUR COMMON STOCK, MAKES TRANSACTIONS IN OUR COMMON
STOCK  CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR COMMON STOCK.

     Our  Common  Stock  is considered a "penny stock" as defined in Rule 3a51-1
promulgated by Commission under the Securities Exchange Act of 1934. In general,
a  security  which is not quoted on NASDAQ or has a market price of less than $5
per share where the issuer does not have in excess of $2,000,000 in net tangible
assets  is considered a penny stock. The Commission's Rule 15g-9 regarding penny
stocks  impose additional sales practice requirements on broker-dealers who sell
such  securities  to  persons  other  than  established customers and accredited
investors (generally persons with net worth in excess of $1,000,000 or an annual
income  exceeding  $200,000  or  $300,000  jointly  with  their  spouse).  For
transactions  covered  by  the  rules,  the  broker-dealer  must  make a special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to  the  transaction  prior  to  the sale. Thus, the rules affect the
ability  of  broker-dealers  to  sell our Common Stock should they wish to do so
because  of  the  adverse  effect  that  the  rules have upon liquidity of penny
stocks.  Unless  the transaction is exempt under the rules, under the Securities
Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,  broker-dealers
effecting  customer  transactions  in penny stocks are required to provide their
customers  with  (i)  a risk disclosure document; (ii) disclosure of current bid
and  ask  quotations  if  any;  (iii)  disclosure  of  the  compensation  of the
broker-dealer  and  its  sales  personnel  in  the transaction; and (iv) monthly
account  statements  showing  the  market  value of each penny stock held in the
customer's  account.  As  a result of the penny stock rules the market liquidity
for  our  Common  Stock  may  be  adversely  affected by limiting the ability of
broker-dealers  to sell our Common Stock and the ability of purchasers to resell
our  Common  Stock.

                                       27
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS

The  Financial  Statements required by Item 310 of Regulation S-B are stated in
U.S.  dollars  and  are  prepared  in  accordance  with  U.S. Generally Accepted
Accounting  Principles.


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

Board of Directors
MT Ultimate Healthcare Corp

We  have  audited  the  accompanying  balance  sheet  of  MT Ultimate Healthcare
Corp("Company"),  as  of  December  31,  2004  and  the  related  statement  of
operations,  statement  of stockholders' equity, and the statement of cash flows
for  the  twelve  month  period ended December 31, 2004 and 2003 These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these statements based on my audit.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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  audit  provides  a
reasonable  basis  for  my  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of the Company as of December 31,
2004  and  the results of its operations and its cash flows for the twelve month
period ended December 31, 2004 and 2003 in conformity with accounting principles
generally  accepted  in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a going concern. The Company has suffered recurring
losses from operations and negative working capital that raise substantial doubt
about  its  ability to continue as a going concern. This is further explained in
the  notes  to financial statements. The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

                                Clyde Bailey P.C.

San  Antonio,  Texas
April  4,  2005

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

                                  MT ULTIMATE HEALTHCARE CORP
                                  CONSOLIDATED BALANCE SHEET
                                    As of December 31, 2004

                                         A S S E T S
                                         -----------

Current Assets
<S>                                                                    <C>           <C>

    Cash                                                            $          -
    Accounts Receivable, net of allowance of $125,069                    404,778
    Other Current Assets                                                  50,688
                                                                    ------------
      Total Current Assets                                                              455,466
                                                                                   ------------

    Property, plant and equipment, net of accumulated depreciation                      115,154
                                                                                   ------------

      Total  Assets                                                                $    570,620
                                                                                   =============

                                 L I A B I L I T I E S
                                 ---------------------

Current Liabilities
    Cash Overdraft                                                       40,804
    Accounts Payable and accrued liabilities                            233,372
    Notes Payable - Current Portion                                     241,955
    Notes Payable - Related Party                                       123,063
    Current Portion Capital Lease                                         8,256
                                                                    ------------

      Total Current Liabilities                                                         647,450
                                                                                   ------------

Long-Term Liabilitiles:
    Notes Payable                                                       880,193
    Beneficial Conversion Feature                                      (416,666)
    Capital Leases                                                        4,004
                                                                    ------------

      Total Long Term Liabilities                                                       467,531
                                                                                   ------------
      Total Liabilities                                                               1,114,981

                        S T O C K H O L D E R S ' D E F I C I T
                        ---------------------------------------

  Common Stock                                                           60,032

  Additional Paid-in-Capital                                          2,545,530
  Retained Deficit                                                   (3,149,923)
                                                                    ------------

      Total Stockholders' Deficit                                                      (544,361)
                                                                                   ------------
      Total Liabilities and Stockholders' Equity                                   $    570,620
                                                                                   =============

</TABLE>

                   See accompanying notes to Financial Statements.

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                              MT ULTIMATE HEALTHCARE CORP
                               STATEMENT OF OPERATIONS

                                          FOR THE TWELVE MONTHS ENDED
                                          ---------------------------
                                 DECEMBER 31, 2004          DECEMBER 31, 2003
                                 -----------------          -----------------
<S>                                      <C>                       <C>
REVENUES:
---------

  Revenues                       $       2,072,236          $       1,159,237
                                 -----------------          -----------------

    Total Revenues                       2,072,236                  1,159,237

COST OF REVENUES:
-----------------
  Cost of Revenues               $       1,521,353          $         892,872
                                 -----------------          -----------------

    Gross Profit                 $         550,883          $         266,365

EXPENSES:
---------

  Salaries & Wages                         420,429                     75,129
  Professional Fees                        189,089                     77,902
  Consulting                             1,705,304                          -
  Bad Debt Expense                         119,519                          -
  Impairment Loss                          563,427                          -
  Depreciation                              32,147                     23,920
  Interest Expense                         117,368                     12,867
  Operating Expenses                       449,210                    173,507
                                 -----------------          -----------------

    Total Expenses                       3,596,493                    363,325
                                 -----------------          -----------------

    Net loss from Operations            (3,045,610)                   (96,960)

PROVISION FOR INCOME TAXES:
---------------------------

  Income Tax Benefit                             -                          -
                                 -----------------          -----------------

    Net Loss                     $      (3,045,610)          $        (96,960)
                                 =================         ==================

Basic and Diluted Loss Per
 Common Share                    $           (0.06)         $           (0.00)
                                 -----------------          -----------------

Weighted Average number of
 Common Shares                          53,153,166                 39,383,333
                                 =================         ==================
 used in per share calculations

</TABLE>

                 See accompanying notes to Financial Statements.

                                  F-3
<PAGE>



<TABLE>
<CAPTION>
                                         MT ULTIMATE HEALTHCARE CORP
                                    CONSOLIDATED STATEMENT OF CASH FLOWS

                                                             FOR THE TWELVE MONTHS ENDED
                                                             ---------------------------
                                                    DECEMBER 31, 2004          DECEMBER 31, 2003
                                                    -----------------          -----------------
<S>                                                         <C>                       <C>
  Cash Flows from Operating Activities:
  -------------------------------------

    Net Income (Loss)                               $      (3,045,610)          $       (96,960)
    Adjustments to Reconcile net loss to net cash
      provided by (used in) operating activities:
      Depreciation                                             32,147                     12,877
      Stock Issued for Services                             1,705,304                          -
      Impairment Loss                                         563,427                          -
      Beneficial Conversion Interest                           83,333                          -
      Bad Debt Expense                                        119,519                          -
    Changes in operating assets and liabilities:
      Accounts Receivable                                    (327,263)                   (62,472)
      Other Current Assets                                    (30,516)                   (20,702)
      Accounts Payable                                        173,506                     14,094
                                                    -----------------          -----------------

  Net Cash Provided from Operating Activities                (726,153)                  (153,163)
                                                    -----------------          -----------------

  Cash Flows from Investing Activities:
---------------------------------------

    Property, plant and equipment                            (518,429)                   (44,775)
                                                    -----------------          -----------------

  Net Cash Used in Investing Activities                      (518,429)                   (44,775)
                                                    -----------------          -----------------

  Cash Flows from Financing Activities:
---------------------------------------

    Note Payable                                              933,451                     60,484
    Note Payable - Related Party                              123,063
    Capital Leases                                             (7,494)                     8,522
    Common Stock                                              100,000                    150,000
                                                    -----------------          -----------------

  Net Cash Provided from Financing Activities               1,149,020                    219,006
                                                    -----------------          -----------------

  Net Increase in Cash                                        (95,562)                    21,068
                                                    -----------------          -----------------

  Cash Balance,  Begin Period                                  54,758                     33,690
                                                    -----------------          -----------------

  Cash Balance,  End Period                         $         (40,804)         $          54,758
                                                    ==================         =================

  Supplemental Disclosures:
    Cash Paid for interest                          $           12,532         $          10,553
                                                    ==================         =================
    Cash Paid for income taxes                      $                -         $               -
                                                    ==================         =================

  NonCash Transaction:
    Issuance of common stock for debt               $           50,000         $         150,000
                                                    ==================         =================
    Stock Issued for Services                       $        1,705,304         $               -
                                                    ==================         =================

</TABLE>

                   See accompanying notes to Financial Statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                           MT ULTIMATE HEALTHCARE CORP
                                        STATEMENT OF  STOCKHOLDERS' EQUITY

                                                     $0.001       Paid-In    Accumulated   Stockholders'
                                        Shares      Par Value      Capital     Deficit        Equity
                                     -----------   -----------   ----------  -----------   ------------
<S>                                       <C>          <C>           <C>          <C>          <C>
   Balance December 31, 2002          34,000,000   $    34,000   $      258  $    (7,353)  $     26,905

   Acquisition of MT Marketing        16,000,000        16,000                                   16,000

   Stock Issued for Debt                 600,000           600      149,400                     150,000

   Net Loss                                                                      (96,960)       (96,960)
                                     -----------   -----------   ----------  -----------   ------------

   Balance December 31, 2003          50,600,000   $    50,600   $  149,658  $  (104,313)  $     95,945

   Stock Issued for Debt                 200,000           200       49,800                      50,000

   Stock Issued for Acquisition          200,000           200       49,800                      50,000

   Stock Issued for Cash                 400,000           400       99,600                     100,000

   Interest Cost Associated with                                    500,000                     500,000
   Beneficial Conversion Features of
   Notes Payable

    Stock Issued for Services          8,632,040         8,632    1,696,672                   1,705,304

   Net Loss                                                                   (3,045,610)    (3,045,610)
                                     -----------   -----------   ----------  -----------   ------------
   Balance December 31, 2004          60,032,040   $    60,032   $2,545,530  $(3,149,923)  $   (544,361)
                                      ===========  ============  ==========  ===========   ============

</TABLE>

                 See accompanying notes to Financial Statements.

                                      F-5
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------

ORGANIZATION
------------

The Company was originally incorporated under the laws of the State of Nevada on
September  13,  2001 for the purpose to promote and carry on any lawful business
for  which  a  corporation  may  be  incorporated under the laws of the State of
Nevada.  The  company  has  a  total of 400,000,000 authorized shares with a par
value of $.001 per share and with 50,000,000 shares issued and outstanding as of
September 30, 2003.  The Company filed an amended Articles of Incorporation with
the  State  of  Nevada  on  August  15,  2003  to change the name to MT Ultimate
Healthcare  Corp  from  Java  Juice.net and to increase the authorized shares to
400,000,000  common  shares. Also, the Company agreed to a 80 to 1 forward split
of  the shares in this amended filing. On September 29, 2003, the Company agreed
to  a  1  for 4 reverse split. These financial statements reflect these filings.

PRINCIPLES  OF  CONSOLIDATION
-----------------------------
The  accompanying  consolidated  financial statements include the accounts of MT
Ultimate  Healthcare  Corp  and  it's  wholly  owned  subsidiaries  MT Marketing
International  Inc,  BP Senior Care Inc., and Abundant Nursing Inc. collectively
"the  Company").  All  significant  inter-company transactions and balances have
been  eliminated  in  consolidation.

FEDERAL  INCOME  TAX
--------------------
The  Company  has adopted the provisions of Financial Accounting Standards Board
Statement  No. 109, Accounting for Income Taxes. The Company accounts for income
taxes  pursuant  to  the  provisions of the Financial Accounting Standards Board
Statement  No.  109,  "Accounting for Income Taxes", which requires an asset and
liability  approach  to  calculating  deferred  income  taxes.  The  asset  and
liability  approach  requires  the  recognition  of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
the  carrying  amounts  and  the  tax  basis  of  assets  and  liabilities.

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 on
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.

                                      F-6
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CON'T)
-------------------------------------------------------------------

ACCOUNTING  METHOD
------------------
The  Company's  financial  statements  are  prepared using the accrual method of
accounting.  Revenues  are  recognized  when  earned and expenses when incurred.
Fixed  assets  are  stated  at  cost.  Depreciation  and  amortization using the
straight-line  method  for  financial  reporting
purposes and accelerated methods for income tax purposes. A total of $32,147 and
$23,920  has  been  recorded  in  the  financial statements for the period ended
December  31,  2004  and  2003.

EARNINGS PER COMMON SHARE
-------------------------

The  Company adopted Financial Accounting Standards  (SFAS) No.  128,  "Earnings
Per Share," which simplifies the computation of earnings per share requiring the
restatement  of  all  prior  periods.

Basic  earnings  per  share  are  computed  on the basis of the weighted average
number  of  common  shares  outstanding  during  each  year.

Diluted  earnings  per  share  are computed on the basis of the weighted average
number  of  common  shares  and  dilutive  securities  outstanding.  Dilutive
securities  having  an  anti-dilutive  effect  on diluted earnings per share are
excluded  from  the  calculation.

ADVERTISING
-----------
The  Company  expensed  Advertising  and Marketing expenditures in the amount of
$16,799  and  $9,131  for  the  years  ended  December  31,  2004  and  2003

CASH  AND  CASH  EQUIVALENTS
----------------------------
The  Company  considers  all  highly  liquid debt instruments with a maturity of
three  months  or  less at the time of purchase to be cash equivalents. Cash and
cash  equivalents  consist  of  checking  accounts  and  money  market  funds.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
---------------------------------------
The  carrying  amounts  of  financial  instruments  including  cash  and  cash
equivalents,  accounts  receivable  and  payable,  accrued  and  other  current
liabilities  and current maturities of long-term debt approximate fair value due
to  their  short  maturity.

RECENT  ACCOUNTING  PRONOUNCEMENTS
----------------------------------

In  December  2004,  the FASB issued FASB Staff Position No. 109-1 ("FSP FAS No.
109-1"),  "Application  of FASB Statement No.109, `Accounting for Income Taxes,'
to the Tax Deduction on Qualified Production Activities Provided by the American
Jobs  Creation Act of 2004." The American Jobs Creation Act of 2004 introduces a
special  tax  deduction of up to 9.0 percent when fully phased in, of the lesser
of  "qualified  production  activities  income" or taxable income. FSP FAS 109-1
clarifies  that  this  tax  deduction  should  be accounted for as a special tax
deduction  in  accordance  with  SFAS  No.  109.  Although FSP FAS No. 109-1 was
effective  upon  issuance,  we are still evaluating the impact FSP FAS No. 109-1
will  have  on  our  financial  statements.

                                      F-7
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CON'T)
-------------------------------------------------------------------

RECENT  ACCOUNTING  PRONOUNCEMENTS  (CON'T)
-------------------------------------------

In  November 2004, the FASB issued SFAS No. 151, "Inventory Costs", an amendment
of  Accounting  Research  Bulletin No. 43, Chapter 4. SFAS No. 151 clarifies the
accounting  for  abnormal  amounts  of  idle facility expense, freight, handling
costs  and  wasted  material.  SFAS  No.  151  is  effective for inventory costs
incurred  during  fiscal  years beginning after June 15, 2005. We do not believe
adoption  of SFAS No. 151 will have a material effect on our financial position,
results  of  operations  or  cash  flows.

In  December  2004,  the  FASB  issued  SFAS  No. 153, "Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29." SFAS No. 153 is based on the
principle  that  exchanges of nonmonetary assets should be measured based on the
fair  value  of  the  assets  exchanged.  APB  Opinion  No.  29, "Accounting for
Nonmonetary  Transactions,"  provided  an  exception  to  its  basic measurement
principle  (fair  value)  for  exchanges of similar productive assets. Under APB
Opinion No. 29, an exchange of a productive asset for a similar productive asset
was  based  on  the  recorded  amount  of  the  asset relinquished. SFAS No. 153
eliminates  this  exception  and  replaces  it with an exception of exchanges of
nonmonetary  assets  that  do  no  have  commercial  substance.  SFAS No. 153 is
effective  for  the  Company  as  of January 1, 2005. The Company will apply the
requirements  of  SFAS  No.  153  when  such  an  exchange  occurs.

NOTE  2  -  EQUIPMENT
---------------------

                                                 ACCUMULATED        NET
                                       COST      DEPRECIATION    BOOK VALUE
                                     --------    ------------    ----------
     Furniture and equipment         $114,817         $49,966       $64,851
                                     --------    ------------    ----------
     Vehicle                            9,000           3,074         5,926
     Computer equipment                29,657          12,602        17,055
     Leasehold Improvements software   38,607          11,283        27,324
                                     $192,081         $76,925    $  115,194
                                     --------    ------------    ----------

A total of $32,147 and $23,920 has been recognized as depreciation expense for
the period ended December 31, 2004 and 2003.

                                      F-8
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE 3  -  COMMON STOCK
-----------------------

In  February  2004,  the  Company issued 1,260,000 shares of its common stock to
various  employees  for  services.  A  total  amount of $315,000 was recorded as
consulting  expense  in  the  statement  of  operations.

In  February 0f 2004, the Company issued 200,000 shares of its common stock to a
company  to  convert  $50,000  of  debt  to  equity.

In  June of 2004 a total of 400,000 shares of common stock was sold for $100,000
in  cash.

In  May of 2004 a total of 200,000 shares of common stock was issued pursuant to
the  acquisition  to  BP  Senior  Care  that  was  recorded  at  $50,000.

In  August  of  2004,  a  total of 900,000 shares of common stock was issued for
services  and  recorded  at  $225,000  as consulting expense in the statement of
operations.

In  October  of  2004  a  total of 472,000 shares of common stock was issued for
services  and  recorded  in  the  statement  of  operations  for  $118,000.

In December of 2004 a total of 6,000,000 shares of common stock was issued to an
individual  for  services and recorded at $960,000 as consulting services in the
statement of operations. Although the Company has issued a "stop" order with the
transfer  agent,  the  shares  have  not been surrendered as of the report date.

On  August  8,  2003  the  Company acquired MT Marketing International Corp ("MT
Marketing") as an operating subsidiary for 16,000,000 shares of common stock and
accounted  for  the  acquisition  as a reverse merger or a recapitalization. The
total  outstanding  shares  at  the  date of this transaction was 34,000,000, as
adjusted.

The  Company agreed to a 80 to 1 forward split of the shares on August 15, 2003.
On  September  29,  2003,  the  Company agreed to a 1 for 4 reverse split. These
financial  statements  reflect  these  filings.

In December of 2003, the Company converted $150,000 of debt to equity by issuing
600,000  shares  of  common  stock  to  the  debtor.

                                      F-9
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE4-  FEDERAL  INCOME  TAX
----------------------------

The components of the provision for income tax (expense) benefits are as
follows:

                               Year Ended December 31,
                               -----------------------
                              2004              2003
                            --------         ----------
     Deferred:
          Federal          $  979,245        $  32,966
          State               135,713            4,363
     Valuation Allowance   (1,114,958)         (37,329)
                            --------         ----------

Such income tax (expense) benefits are included in the accompanying consolidated
financial  statements  as  follows:

                               Year Ended December 31,
                               -----------------------
                                  2004         2003
                               ----------   ----------

     Income  from  operations  $1,114,958   $   37,329
     Non-Deductible Expenses
      and Non-Taxable Income          -0-          -0-
Valuation Allowance            (1,114,958)   ( 37,329)
                               ----------   ----------

The  above  provision  has  been calculated based on Federal and State statutory
rates  in  the  adjusted  rates of 34% for Federal and 4.5% for State tax rates.

Temporary  differences,  which give rise to deferred  tax assets and liabilities
are  as  follows:

                               Year Ended December 31,
                               -----------------------
                                  2004         2003
                               ----------   ----------
Deferred  tax  assets:
Net  Operating  Loss           $1,152,287   $   37,329
Valuation  Allowance           (1,152,287)     (37,329)
                                            ----------

Net deferred tax assets
  (liabilities)                $      -0-   $      -0-
                               ==========   ==========

                                      F-10
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE4-  FEDERAL  INCOME  TAX  (CON'T)
-------------------------------------

The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery. The change in the valuation allowance for the years ended
December 31, 2004 and 2003 totaled $1,114,958 and $37,329, respectively. The net
operating  loss  carry-  forward  begins  to  expire in year 2022. The valuation
allowance  will  be  evaluated at the end of each year, considering positive and
negative evidence about whether the deferred tax asset will be realized. At that
time,  the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the  value of the deferred tax assets is no longer impaired and the allowance is
no  longer  required.

NOTE 5  -  RELATED PARTIES
--------------------------

The Company has significant related party transactions and/or relationships with
the  Company's  President,  MacDonald  Tudeme.  Mr.  Tudeme  have guaranteed the
Company's  bank  indebtedness  up to $200,000 without charging a fee.The Company
entered  into  a  flexible lease for office space in Brooklyn, New York with its
majority shareholders and Directors, MacDonald Tudeme and Marguerite Tudeme, who
own  the  leased  property.  The  lease  commitment was $550  per  month and was
terminated  October  31,  2003

During  2004,  a total of  200,000 shares of common stock was issued to its CFO,
Wayne  Richardson  for  services.  A  total  of $50,000 has been recorded in the
statement  of  operations.

NOTE  6  -  ACQUISITIONS

On  the  1st  of  July 2004 the company acquired BP Senior Care with a financial
arrangement  whereby the seller took a demand note without interest for $150,000
and  200,000  shares  of  the Company's common stock plus an employment contract
with  the  Company  as  operations manger for the new incorporated subsidiary BP
Senior  Care.  Inc.  The  seller's  starting  salary was $60,000. The net assets
acquired  was  $80,994  with the balance or $119,006 being recorded as goodwill.
The  operations  of  this acquisition are included in these financial statements
subsequent  to  the  date  of  acquisition.

On  the  1st  of  October  2004  the  Company  acquired Abundant Nursing, Inc. a
Pennsylvania  corporation consisting of $150,000 in cash and entered into a five
year  promissory  note  with the seller in the principal amount of $295,000 that
accrues  interest  at a rate of 7% per annum on the outstanding indebtedness The
net  assets  acquired was $50,579 with the balance or $394,421 being recorded as
goodwill.  The  operations  of  this acquisition are included in these financial
statements  subsequent  to  the  date  of  acquisition.

                                      F-11
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE 7  -  NOTES PAYABLE AND CAPITAL LEASES
-------------------------------------------

On  August  31st,  2004  entered  into  a  securities purchase agreement whereby
callable,  secured  convertible  notes of $700,000 bearing interest at a rate of
10% per annum for outstanding indebtedness was sold to AJW Partners, LLC and its
associates.  The  term of the notes are two years at a conversion price of $.124
which  is  and exercisable into 5,645,145 shares of common stock and warrants to
purchase 700,000 shares of common stock that are exercisable at a price of $0.45
per  share in a transaction that was registered under the Securities Act of 1933
(the  Act) for an aggregate of $500,000 as of September 30, 2004. The conversion
price is determined at the time of conversion and is calculated as the lesser of
the Variable Conversion Price or $0.90. Generally, the Variable Conversion Price
is the average of the Three (3) lowest trading prices of the Registrant's common
stock,  $.001  par  value  per share (the "Common Stock") during the twenty (20)
trading  day  period  ending  one trading day before the date that a Buyer sends
notice  of  conversion to the Registrant. The warrants expire in 5 years. At the
initial  funding  a  total  was  $50,000  was  retained by the lender as advance
interest. This amount is being amortized over the initial twelve months with the
balance  being  shown  as  prepaid  interest  in the balance sheet. A beneficial
conversion  feature  was  recognized  at  the  time of issuance in the amount of
$500,000  which  is  being  amortized  over 24 months. As of December 31, 2004 a
total  of  $500,000  had  been  advanced. An amount of $83,333 was recognized as
interest  expense  for the period ended December 31, 2004 leaving the balance of
$416,667.

The  Company  is  indebted  to the Community Capital Bank in Brooklyn NY for two
loans  underwritten  by  the  SBA  Administration. One of the loans is a line of
credit  granted  on  August  29,  2003  with  a  variable interest rate with the
Accounts  Receivable of the Company as security for the loan. As of December 31,
2004,  the  balance of the line of credit is $74,884 and the rate of interest is
6%.  The  loan  matures  on  January  29,  2009.

The  other  loan  has a balance outstanding as of December 31, 2004 of $130,193.
The  note  is  a line of credit note that has a variable interest rate and as of
December  31,  2004  carried  an  interest  rate of 5%. The note is secured by a
floating  charge  over  all  of  the  assets of the Company. The note matures on
January  1,  2005.

The  note with the former owner of BP Senior Care was originally $150,000 with a
payment  of $25,000 at closing and payments of $4808 over 25 months. The balance
of  the note at December 31, 2004 is $106,488. The note is non interest bearing.

The  note with the former owner of Abundant Nursing Inc. was originally $295,000
with payments of $5,841 over five years. The note carries an interest rate of 7%
and  is  secured with the stock of Abundant Nursing Inc. The balance of the note
as  of  December  31,  2004  is  $286,735.

There  are  several  leases for computers and telephone equipment that are being
capitalized.  The  balance  of the notes as of December 31, 2004 is $12,260 with
various  interest  rates  from  8%  to  14%  and  matures  in  36  to 48 months.

                                      F-12
<PAGE>

                           MT Ultimate Healthcare Corp
                          Notes to Financial Statements
                                December 31, 2004

NOTE 8 - LEASES
---------------

The Company entered into a new office lease effective November 1, 2003. The term
of the lease is five year and expires October 31, 2008. The base monthly rate is
$3,500  per  month  and raises to $3,939 per month at the end of the term of the
lease.  The Company placed a #11,918 deposit as security for the lease. A second
office lease is in effect for an office in the Bronx NY that started November 1,
2002  and  expires on November 1, 2007. The monthly rental rated started at $650
to  $850 per month at the expiration of the lease. The Company has also signed a
third  lease  in  Baldwin NY effective January 1, 2004 that expires November 30,
2008.  The  base  monthly  rental  rate  is  $1,300.

Minimum lease payments under leases at December 31, 2004, are as follows:
                    2005                       68,126
                    2006                       70,033
                    2007                       71,073
               Future Years                    53,692

NOTE 9 - IMPAIRMENT LOSS
------------------------

Included  in the statement of operations is an impairment loss of $563,427 which
is  the  excess over identified assets or goodwill of the acquisitions completed
in  2004.  A  review  of  the  future  net  cash flow revealed that there was an
impairment of these assets.

NOTE 10-GOING CONCERN
---------------------

The  accompanying  financial  statements  have  been prepared in conformity with
principles  of  accounting applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business.  The  Company's  has  yet  to  generate  sufficient working capital to
support  its  operations.  There  is  also a serious concern about the amount of
employment  taxes  outstanding and the Company's ability to pay these taxes. The
Company's  ability  to  continue  as  a  going concern is dependent, among other
things,  on  its  ability  to  reduce  certain  costs,  obtain new contracts and
additional financing and eventually, attaining a profitable level of operations.

It  is  management's  opinion  that  the  going  concern  basis of reporting its
financial  condition and results of operations is appropriate at this time.  The
Company  plans  to  increase cash flows, raising capital, and increase debt plus
taking  steps towards achieving profitable operations through its business plan.

                                      F-13
<PAGE>

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

Effective  July 31, 2003, the client auditor relationship between M.T. Marketing
Int.  Corp.  (the  "MT")  and Wayne Richardson, CPA ("Richardson") as the former
accountant  resigned,  effective  July 31, 2003, in connection with MT's reverse
merger  transaction  with JavaJuice.net ("JavaJuice"). Effective August 1, 2003,
MT  engaged  Clyde  Bailey  P.C.  ("Bailey"),  the former independent auditor of
JavaJuice  as  its  principal  independent public accountant for the fiscal year
ended  December 31, 2003. The decision to change accountants was recommended and
approved  by  MT's  Board  of  Directors  on  July  29,  2003.

Richardson's report on the financial statements of MT for the fiscal years ended
January  31,  2002 and January 31, 2003, and any later interim period, including
the interim period up to and including the date the relationship with Richardson
ceased, did not contain any adverse opinion or disclaimer of opinion and was not
qualified  or  modified  as to uncertainty, audit scope or accounting principles
except  for  concerns  about  MT's  ability  to  continue  as  a  going concern.

In  connection  with  the  audit of MT's fiscal years ended January 31, 2002 and
January  31, 2003, and any later interim period, including the interim period up
to and including the date the relationship with Richardson ceased, there were no
disagreements  between Richardson and MT on a matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement,  if  not  resolved  to  the  satisfaction of Richardson would have
caused Richardson to make reference to the subject matter of the disagreement in
connection  with  its  report  on  MT's  financial  statements.

There  were no reportable events as provided in Item 304(a)(iv)(B) of Regulation
S-B  during  MT's  fiscal years ended January 31, 2002 and January 31, 2003, and
any  later  interim period, including the interim period up to and including the
date  the  relationship  with  Richardson  ceased.

MT  has  authorized  Richardson  to  respond  fully  to any inquiries of any new
auditors  hired  by  MT  relating  to  their  engagement  as  MT's  independent
accountant.  MT  has  requested  that  Richardson  review  the  disclosure  and
Richardson  has  been given an opportunity to furnish MT with a letter addressed
to  the  Commission  containing  any  new  information,  clarification  of  MT's
expression  of  its  views,  or  the respect in which it does not agree with the
statements  made  by MT herein. Such letter is incorporated by reference in this
Report  on  Form  10-KSB.

MT had not previously consulted with Bailey regarding either (i) the application
of  accounting  principles  to a specific completed or contemplated transaction;
(ii)  the  type  of  audit  opinion  that  might  be  rendered on MT's financial
statements;  or  (iii)  a reportable event (as provided in Item 304(a)(iv)(B) of
Regulation  S-B) during MT's fiscal years ended January 31, 2002 and January 31,
2003,  and  any  later  interim  period,  including the interim period up to and
including  the date the relationship with Richardson ceased. Bailey has reviewed
the  disclosure required by Item 304 (a) before it was filed with the Commission
and  has  been  provided an opportunity to furnish MT with a letter addressed to
the  Commission containing any new information, clarification of MT's expression
of  its  views,  or  the respects in which it does not agree with the statements
made  by  MT in response to Item 304 (a). Bailey did not furnish a letter to the
Commission.

                                       28
<PAGE>

ITEM  8A.  CONTROLS  AND  PROCEDURES

     (a)  Evaluation  of disclosure controls and procedures. The Company's chief
          executive  officer  and  principal financial officer, after evaluating
          the  effectiveness  of  the  Company's  "disclosure  controls  and
          procedures"  (as  defined in the Securities Exchange Act of 1934 Rules
          13a-15(e)  and  15d-15(e)) as of the end of the period covered by this
          annual  report  (the "Evaluation Date"), have concluded that as of the
          Evaluation Date, the Company's disclosure controls and procedures were
          not  adequate  as  we are unable to timely file our reports and we are
          currently  in  the  process of seeking new accountants to assist us in
          establishing  procedures  in  an  effort to help us timely file in the
          future.

     (b)  Changes  in  internal  control over financial reporting. There were no
          significant  changes  in the Company's internal control over financial
          reporting  during  the fourth fiscal quarter that materially affected,
          or  is  reasonably likely to materially affect, the Company's internal
          control  over  financial  reporting.

Item  8B.  Other  Information.

Wayne  F.  Richardson  served  as the Company's Chief Financial Officer and as a
director  of  the  Company pursuant to an engagement letter effective October 1,
2004,  during the period covered by this report. Mr. Richardson was to receive a
total  of $57,000 as compensation for twelve (12) months of work for the Company
as  Chief  Financial  Officer  and  Director.

As  a  result  of  the  Company  not obtaining effectiveness of its registration
within  one-hundred  and sixty (160) days of the Closing date, February 7, 2005,
the Company became in default of its Registration Rights Agreement in connection
with  the  sale  of its Convertible Notes.  As a result of being in default, the
Note  holders  can  give  notice that the Notes are immediately due and payable,
which  notice  the  Note  holders had not given as of the filing of this report.
The  Company  had  $-0- in cash as of December 31, 2004, and if the Note holders
were  to  ask for the full amount of the $500,000 in Notes, the Company could be
forced to sell a substantial amount of its assets to pay the Note holders, which
would  likely  make  any  investment  in  the  Company  worthless.

                                       29
<PAGE>

                                    PART III

ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

                             DIRECTORS AND OFFICERS

The  Directors  and  Officers  of  the  Company  are  as  follows:

<TABLE>
<CAPTION>
Name                   Age      Position                       Since
----                   ---      --------                      -------
<S>                    <C>         <C>                        <C>
MacDonald S. Tudeme    57       Chief Executive Officer,    August 2003
                                President, Treasurer
                                and Director

Wayne F. Richardson    49       Chief Financial Officer     October 2003(1)
                                and Director

Marguerite M. Tudeme   49       Secretary and Director       August 2003
<FN>

(1)     Wayne  F.  Richardson  resigned  from  his  position  as Chief Financial
Officer  and  Director  of  the  Company  effective  April  30,  2005.
</TABLE>


     MacDonald  S. Tudeme began serving as the Company's Chief Executive Officer
and  as  a Director in connection with the Company's acquisition of MT in August
2003.  Mr.  Tudeme  concurrently serves as the Chief Executive Officer of MT. He
has  held  his  position  at MT since 1997. From August 1998 to August 2003, Mr.
Tudeme  was also Program Director for Heritage Health and Housing, Inc. In 1995,
Mr.  Tudeme  received  a  Masters  degree  in  Business Policy Studies from City
University  (Los  Angeles). In 1976, Mr. Tudeme received a diploma in Industrial
Administration  from  Aston  University  in  Birmingham,  England.  In  1974, he
received  a  Bachelors degree in Business Administration from Calgary College of
Technology.  Mr.  Tudeme  attended  City  College of New York where he completed
specialized  education  as a Credentialed Alcohol and Substance Abuse Counselor.
Mr.  Tudeme  is  a  member of the British Institute of Marketing. Mr. Tudeme and
Marguerite  Tudeme,  our  Secretary  and  a  Director,  are  husband  and  wife.

     Wayne  F. Richardson began serving as the Company's Chief Financial Officer
in  October  2003  pursuant  to  an engagement letter with the Company, and as a
Director  in  December  2003.  He resigned from his positions as Chief Financial
Officer  of  the  Company  and  as  a  Director  effective  April 30, 2005.  Mr.
Richardson  is  a  sole  practitioner  and  owner  of  Rauceo Tax Service, and a
Consultant  for  J.H.  Floyd  Sunshine  Manor,  Inc. Mr. Richardson has held his
position  at  Rauceo  Tax  Service since January 2003 and at J.H. Floyd Sunshine
Manor,  Inc.  since  February  1,  2004.  Mr. From July 2002 to August 2003, Mr.
Richardson  served  as  an independent accountant for MT, stepping down from his
position  as  independent  auditor for MT at the time of the Exchange. From June
2002 to January 2003, Mr. Richardson served s a Consultant for Heritage Health &
Housing,  Inc.  From  September  2001  to May 2002, Mr. Richardson served as Tax
Supervisor  for Karkaring & Barbaro, CPAs. From September 1997 to June 2001, Mr.
Richardson  served  as  a  Senior Accountant for John Trent CPAs. Mr. Richardson
received a Bachelors degree in Accounting from York College, The City University
of  New York ("CUNY"). Mr. Richardson received a Masters degree in Taxation from
Baruch College, CUNY. Mr. Richardson is a licensed CPA in the States of New York
and  Florida.

                                       30
<PAGE>

     Marguerite  M.  Tudeme  began  serving  as the Company's Secretary and as a
Director  in connection with the Company's acquisition of MT in August 2003. Ms.
Tudeme  concurrently serves as the Secretary of MT. She has held her position at
MT  since  1997.  From  November  1997  to 1999, Ms. Tudeme was a Supervisor for
Heritage  Health  and  Housing,  Inc.  In  1994, Ms. Tudeme received a Bachelors
degree in Human Service from Audrey Cohen College. Ms. Tudeme is a member of the
National  Association  for Female Executives, the Nigerian Nurse Association and
the  League  of  Nigerian  Women.  Ms.  Tudeme  and  MacDonald Tudeme, our Chief
Executive  Officer  and  a  Director,  are  wife  and  husband.

     All Directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the  pleasure  of  the  Board.

ENGAGEMENT  LETTER

     Wayne  F. Richardson served as the Company's Chief Financial Officer and as
a  director of the Company pursuant to an engagement letter effective October 1,
2004,  during the period covered by this report. Mr. Richardson was to receive a
total  of $57,000 as compensation for twelve (12) months of work for the Company
as  Chief  Financial  Officer  and  Director.


CHANGES  IN  OFFICERS  AND  DIRECTORS  OF  THE  COMPANY

     Wayne  F.  Richardson resigned as the Company's Chief Financial Officer and
as  a  Director  of  the  Company  effective April 30, 2005.  As a result of Mr.
Richardson's  resignation,  MacDonald  Tudeme,  the  Company's  Chief  Executive
Officer  filled  the  vacancy  left  by  Mr.  Richardson  as the Company's Chief
Financial  Officer  on  May  1,  2005.


SECTION  16  (A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a) of the securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
a  class  of  the  Company's  equity  securities  which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial reports
of  ownership and reports of changes of ownership of such registered securities.
Such  executive  officers,  directors and greater than 10% beneficial owners are
required  by  Commission  regulation  to  furnish the Company with copies of all
Section  16(a)  forms  filed  by  such  reporting  persons.

     To  the Company's knowledge, based solely on a review of the copies of such
reports  furnished  to  the Company and on representations that no other reports
were  required,  no  person required to file such a report failed to file during
fiscal  2004.  Based  on  stockholder filings with the SEC, MacDonald Tudeme and
Marguerite  M.  Tudeme  are  subject  to  Section  16(a)  filing  requirements.

ITEM  10.  EXECUTIVE  COMPENSATION

<TABLE>
<CAPTION>
                             EXECUTIVE  COMPENSATION
                             ----------------------

                          SUMMARY  COMPENSATION  TABLE(1)
                                                 Annual  Compensation
                                                 -------------------
    Name  &  Principal                                      Other Annual
        Position           Year  Salary ($)  Bonus ($)      Compensation
-------------------------  ----  ----------  --------  ----------------------
<S>                        <C>       <C>       <C>             <C>
MacDonald S. Tudeme,       2004   $66,344                   $10,800  (2)
CEO, President,            2003   $ 8,654                   $10,800  (2)
Treasurer and Director     2002   $     0                   $10,800  (2)
<FN>

(1)     Does not include perquisites and other personal benefits in amounts less
than  10%  of  the  total  annual  salary  and  other  compensation.

(2)     MacDonald  S.  Tudeme received a vehicle allowance of $10,800 during the
fiscal  year  ended  December  31, 2003 and $10,800 during the fiscal year ended
December  31, 2002.  Mr. Tudeme did not receive a vehicle allowance or any other
type  of  compensation  during  the  fiscal  year  ended  December  31,  2001.
</TABLE>

                                       31
<PAGE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

     The following table sets forth information as of May 18, 2005, with respect
to the beneficial ownership of the common stock by (i) each director and officer
of the Company, (ii) all directors and officers as a group and (iii) each person
known  by  the  Company  to  own  beneficially  5%  or more of the common stock:

<TABLE>
<CAPTION>

                              Shares  of  Common  Stock  Beneficially  Owned(1)
Name  and  Address
Of  Beneficial  Owners             Number                 Percent
--------------------               ------                 -------
<S>                                 <C>                    <C>
MacDonald S. Tudeme            35,673,520  (2)            59.7 %
45 Main Street, Suite 617
Brooklyn, New York 11201

Marguerite M. Tudeme           35,673,520  (2)            59.7 %
45 Main Street, Suite 617
Brooklyn, New York 11201

Robert Sullivan                 6,000,000  (3)            10.0 %
5012 Sea Grove Cove
San Diego, CA 92130

All officers and directors     35,673,520  (2)            59.7 %
as a group (2 people)
<FN>


(1)     The  number  of  shares  of  Common Stock owned are those "beneficially owned" as
determined  under  the  rules  of  the  Securities and Exchange Commission, including any
shares of Common Stock as to which a person has sole or shared voting or investment power
and  any  shares of Common Stock which the person has the right to acquire within 60 days
through the exercise of any option, warrant or right. Shares of Common Stock subject to a
Convertible  Note  or  Warrant  currently  convertible  or exercisable, or convertible or
exercisable  within  60  days  are deemed outstanding for computing the percentage of the
person  holding  such  Convertible  Note  or  Warrant, but are not deemed outstanding for
computing  the  percentage of any other person. As of May 18, 2005, there were 59,732,040
shares  of  Common  Stock  outstanding.

(2)     MacDonald  Tudeme  and Marguerite Tudeme are husband and wife. This amount is the
sum  of  28,534,900  shares  owned  by Mr. Tudeme, 7,067,920 shares owned by Mrs. Tudeme,
35,340  shares  owned  by  their  son  Phil Tudeme, 17,680 shares owned by their daughter
Sandra  Tudeme, and 17,680 shares owned by their son Sonny Tudeme. In connection with the
Agreement, Mr. Tudeme pledged 5,700,000 shares of Common Stock owned by him as collateral
to guarantee the due and punctual performance by the Company and payment of the Company's
obligations  under  the  Agreement  and  related  documents.

(3)     The  Company is currently in negotiations with Mr. Sullivan to cancel his shares.
</TABLE>

                                       32
<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS


GUARANTEES

     The Company has significant related party transactions and/or relationships
with  the  Company's  President, MacDonald Tudeme. Mr. Tudeme has guaranteed the
Company's  bank indebtedness under a $150,000 loan and a $50,000 line of credit,
both  of  which  are  underwritten  by  the  United  States  Small  Business
Administration. The balance on the line of credit was $74,884 as of December 31,
2004,  as  the  bank  occasionally allows the Company to borrow in excess of the
$50,000  limit,  and the balance on the SBA loan was $130,193 as of December 31,
2004.

     The  interest  expense  on the $150,000 loan and $50,000 line of credit was
$40,537.41,  for  the  year  ended  December  31,  2004.

     Mr.  Tudeme  has also pledged 5,700,000 shares of Common Stock owned by him
as  collateral  to guarantee the due and punctual performance and payment of the
Company's  obligations under the Agreement and related documents. Mr. Tudeme has
made  these  guarantees  without  charging  a  fee.

ENGAGEMENT  LETTER  AND  ISSUANCE  OF  COMMON  STOCK

     Effective  October  1,  2004, the Company entered into an engagement letter
with Wayne F. Richardson, as set forth in more detail under the section entitled
"Directors,  Executive  Officers,  Promoters  and  Control  Person",  above. Mr.
Richardson  was  to  receive  $57,000  as  compensation  for his services as the
Company's Chief Financial Officer and in August 2004, the Company issued 200,000
shares  of Common Stock to Wayne F. Richardson for his services as a director of
the  Company and the Company's Chief Financial Officer.  Mr. Richardson resigned
from  his  positions  as  Chief  Financial  Officer and Director of the Company,
effective  April  30,  2005.

SUBSEQUENT  TO  THE  YEAR  ENDED  DECEMBER  31,  2004

     In  April  2005,  the  Company's  Chief Executive Officer, MacDonald Tudeme
cancelled  300,000  of his shares for nominal consideration, however, Mr. Tudeme
has  not  yet  filed  a  Form  4  with  the  Commission  in connection with this
transaction.

     Wayne  F.  Richardson resigned as the Company's Chief Financial Officer and
as  a  Director  of  the  Company  effective  April 30, 2005. As a result of Mr.
Richardson's  resignation,  MacDonald  Tudeme,  the  Company's  Chief  Executive
Officer  filled  the  vacancy  left  by  Mr.  Richardson  as the Company's Chief
Financial  Officer  on  May  1,  2005.

                                       33
<PAGE>

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  EXHIBITS

Exhibit  No.     Description  of  Exhibit
----------       ----------------------
10.1(1)         Securities  Purchase  Agreement  dated  August  31,  2004
10.2(1)         Callable  Secured  Convertible  Note  with
                   AJW  Partners,  LLC,  dated  August  31,  2004
10.3(1)         Callable  Secured  Convertible  Note  with
                   AJW  Offshore,  Ltd.,  dated  August  31,  2004
10.4(1)         Callable  Secured  Convertible  Note  with
                   AJW  Qualified  Partners,  LLC,  dated  August  31,  2004
10.5(1)         Callable  Secured  Convertible  Note  with
                   New  Millennium  Capital  Partners  II,  LLC,
                   dated  August  31,  2004
10.6(1)         Stock  Purchase  Warrant  with  AJW  Partners,  LLC,
                   dated  August  31,  2004
10.7(1)         Stock  Purchase  Warrant  with
                   AJW  Offshore,  Ltd.,  dated  August  31,  2004
10.8(1)         Stock  Purchase  Warrant  with  AJW  Qualified
                   Partners,  LLC,  dated  August  31,  2004
10.9(1)         Stock  Purchase  Warrant  with  New  Millennium  Capital
                   Partners  II,  LLC,  dated  August  31,  2004
10.10(1)        Registration  Rights  Agreement  dated  August  31,  2004
10.11(1)        Security  Agreement  dated  August  31,  2004
10.12(1)        Intellectual  Property  Security  Agreement  dated
                   August  31,  2004
10.13(1)        Engagement  Letter  with  Wayne  F.  Richardson
10.14(1)        Guarantee  and  Pledge  Agreement  dated  August  31,  2004
10.15(2)        Agreement  and  Plan  of  Acquisition  with
                   Abundant  Nursing,  Inc.
10.16(3)        Modification  of  Loan  Agreement  with  SBA
10.17(3)        Amended  and  Restated  Note  with  SBA
10.18(3)        Agreement  with  BP
10.19(3)        Agreement  with  Promptcare
10.20(3)        Agreement  with  MidAtlantic
10.21(3)        Agreement  with  Cabs
10.22(3)        Agreement  with  NEI
16.1 (4)        Letter  from  Wayne  Richardson,  CPA
21.1*           Subsidiaries of the Company
31.1*           Certificate of the Chief Executive Officer and Chief Financial
                   Officer pursuant to Section 302 of the Sarbanes-Oxley Act
                   of 2002
32.1*           Certificate of the Chief Executive Officer and Chief Financial
                   Officer pursuant to Section 906 of the Sarbanes-Oxley Act
                   of 2002

(1)  Filed  as an Exhibit to the SB-2 Registration Statement filed on October 5,
     2004,  and  incorporated  herein  by  reference.
(2)  Filed  as  Exhibit  2.1  to  the  Form  8-K  filed  on October 5, 2004, and
     incorporated  herein  by  reference.
(3)  Filed  as  Exhibits  to the Company's SB-2/A filed on January 21, 2005, and
     incorporated  herein  by  reference.
(4)  Filed as Exhibit 16.1 to the Company's Form 8-K filed on March 4, 2005, and
     incorporated  herein  by  reference.
*    Filed herewith

                                       34
<PAGE>

     (b)  REPORTS  ON  FORM  8-K

o    The  Company  filed  a  report on Form 8-K on September 10, 2004, to report
     that  on  August  31,  2004  the Company entered into a Securities Purchase
     Agreement with five entities to purchase callable secured convertible notes
     having  an  aggregate  principal  amount  of  $700,000.

o    The  Company  filed a report on Form 8-K on October 5, 2004, to report that
     effective  October  1, 2004, the Company entered into an Agreement and Plan
     of Acquisition and Merger to acquire Abundant Nursing, Inc., a Pennsylvania
     Corporation.

     The  Company  filed  the  following  Reports on 8-K subsequent to the three
months  ended  December  31,  2004:

o    The  Company  filed  a Report on Form 8-K/A on January 20, 2005, to provide
     interim  financial  statements and a Statement of equity for the year ended
     January  31,  2002  in  accordance with Item 310(c)(3) of Regulation S-B in
     connection with acquisition of 100% of the issued and outstanding shares of
     M.T.  Marketing  Int.  Corp.

o    The  Company  filed  a  Report on Form 8-K on March 4, 2005, to report that
     effective  July  31,  2003,  the  client  auditor relationship between M.T.
     Marketing  Int.  Corp.  (the  "Company")  and  Wayne  Richardson,  CPA
     ("Richardson")  as the former accountant resigned, effective July 31, 2003,
     in  connection  with  the  Company's  reverse  merger  transaction  with
     JavaJuice.net  ("JavaJuice") and that effective August 1, 2003, the Company
     engaged  Clyde  Bailey  P.C.  ("Bailey"), the former independent auditor of
     JavaJuice  as  its  principal  independent public accountant for the fiscal
     year  ended  December  31,  2003.  The  decision  to change accountants was
     recommended  and  approved  by the Company's Board of Directors on July 29,
     2003.


ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT  FEES

The  aggregate  fees billed for each of the fiscal years ended December 31, 2004
and  2003 for professional services rendered by the principal accountant for the
audit  of  the  Company's  annual  financial  statements was $15,000 and $9,000,
respectively.  The  aggregate  fees  billed  for  each of the fiscal years ended
December  31,  2004 and 2003 for professional services rendered by the principal
accountant  for  review of the financial statements included in the registrant's
Form  10-QSB  or  for  services  that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years  was  $3,700  and  $2,000,  respectively.

AUDIT  RELATED  FEES

None.

                                       35
<PAGE>

TAX  FEES

None.

ALL  OTHER  FEES

The  aggregate  fees billed for each of the fiscal years ended December 31, 2004
and  2003  for products and services provided by the principal accountant, other
than  the  services  reported  above  was  $0.

                                       36
<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.

                       MT  ULTIMATE  HEALTHCARE  CORP.

DATED:  May  19,  2005              By:  /s/  MacDonald  Tudeme
                                        ------------------------
                                           MacDonald  Tudeme
                                           Chief  Executive  Officer


     In  accordance  with  the  Securities Exchange Act of 1934, this report has
been  signed  below  by the following persons on behalf of the Registrant and in
the  capacities  and  on  the  dates  indicated.

NAME                        TITLE                          DATE

/s/  MacDonald  Tudeme      Chief  Executive  Officer,     May  19,  2005
----------------------      Chief  Financial  Officer,
MacDonald  Tudeme           and  Director

                                       37
<PAGE>