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

                                   FORM 10-KSB/A
                                  Amendment No. 1

(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, 2003

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

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

                         Commission File Number 0-49915

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

     Nevada                                        88-0474056
-------------------------------               ------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

              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. [ ]

     The issuer's revenues for the most recent fiscal year ended December 31,
2003 were $1,159,237.

     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 April 7, 2004, was approximately $15,430,145.

     As of April 7, 2004 the issuer had 52,060,040 shares of common stock, $.001
par value per share outstanding.

Documents Incorporated by Reference: NONE

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

     The issuer is hereby amending its annual report on Form 10-KSB that was
filed with the Commission on April 14, 2004, to modify its audited financial
statements for the fiscal year ended December 31, 2004, which are attached and
the disclosures related thereto, contained in such report. This amended Form
10-KSB only relates to these changes.

<PAGE>

                          MT ULTIMATE HEALTHCARE CORP.
                                   FORM 10-KSB
                          YEAR ENDED December 31, 2003
                                      INDEX

                                     Part I

    Item 1.          Description of Business                     3

    Item 2.          Description of Property                     7

    Item 3.          Legal Proceedings                           7

    Item 4.          Submission of Matters to a Vote of
                     Security Holders                            7


                                     Part II

    Item 5.          Market for Common Equity and Related
                     Stockholder Matters                         7

    Item 6.          Management's Discussion and Analysis or
                     Plan of Operation                          10

    Item 7.          Financial Statements                      F-1

    Item 8.          Changes in and Disagreements with
                     Accountants on Accounting and Financial
                     Disclosure                                 15

    Item 8A.         Controls and Procedures                    15


                                    Part III

    Item 9.          Directors, Executive Officers, Promoters
                     and Control Persons; Compliance with
                     Section 16(a) of the Exchange Act          15

    Item 10.         Executive Compensation                     17

    Item 11.         Security Ownership of Certain Beneficial
                     Owners and Management and Related
                     Stockholder Matters                        18

    Item 12.         Certain Relationships and Related
                     Transactions                               18

    Item 13.         Exhibits and Reports on Form 8-K
               (a)   Exhibits                                   19

               (b)   Reports on Form 8-K                        20

    Item 14.         Principal Accountant Fees and Services     20

    Signatures                                                  20

<PAGE>

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", "will", "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.("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, 2003.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS PROFILE

     The Company was originally incorporated under the name JavaJuice.net
("JavaJuice") on September 13, 2000.  The name was subsequently changed to MT
Ultimate Healthcare Corp. in August, 2003, as a result of a change in its
business focus following the reverse merger with M.T. Marketing Int. Corp.,
discussed below.  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, as the Company's planned principal
operations had not commenced, the Company had not generated any revenue, and all
of its efforts were devoted to securing and establishing a new business.

                                      -3-
<PAGE>

     On August 8, 2003, JavaJuice, M.T. Marketing Int. Corp., (hereinafter "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
and a member of the board of directors, 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.

     The Registrant, MT Ultimate Healthcare Corp., a Nevada corporation, herein
being referred to as the "Company," owns one hundred percent (100%) of M.T.
Marketing Int. Corp., also a Nevada corporation herein being referred to as
"MT".  The Company operates as a holding company for MT.  All operations
discussed in this Form 10-KSB were conducted by MT.

     In September 2003, the Company completed an 80:1 forward stock split of its
issued and outstanding common stock.  Also in September 2003, the Company
completed a 1:4 reverse stock split of its issued and outstanding common stock.
The effects of both stock splits have been retroactively reflected in this
report on Form 10-KSB unless otherwise stated.

PRINCIPAL PRODUCTS AND SERVICES

     The Company currently 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.

     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.  MT believes that it has the capacity to acquire 5% of its primary
target market.

     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."

INDUSTRY AND MARKET OVERVIEW

     The provision of nursing staff to hospitals and nursing homes in the United
States is an estimated multi-billion dollar industry.  Based on research that
the Company conducted on twenty-five hospitals and nursing homes, the results
show that they employ staff agency employees to cover odd shifts such as nights,
weekends and unplanned absenteeism.  According to a recent publication of the
American Journal of Nursing, the demand for nurses will continue to rise as the
"baby boomers" retire.  Furthermore, there is a present shortage of skilled
nursing professionals which is expected to worsen due to the pressures of
managed care.  The hospitals, which employ based on headcount, will continue to
have a growing need for agency nurses that do not figure into their headcount.
The Company remains flexible enough to meet the staffing requirements of both
the hospital and the home healthcare segments.

                                      -4-
<PAGE>


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 very localized basis.  There are however, a few
larger companies that operate on a national basis.  The Company believes that
its unique marketing approach, coupled with innovative methods for identifying
skilled personnel offer competitive advantages of both forms of competition.

     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 a competitive advantage.

Recruitment Policy
------------------

     There is currently a pool of trained, experienced, immigrant nurses in the
New York City metropolitan area.  Most of our competitors are not positioned to
identify, connect with, and turn this pool of nurses into a New York State
licensed workforce.  The Company's strategy for bringing this workforce to
market is based in large part on its standing and reputation in these immigrant
communities and management's first-hand knowledge of successfully making a
cultural conversion as it relates to nursing.  The Company intends to attract
this pool or nurses by assisting them in obtaining their New York State nursing
licenses.

     In addition to this internal recruitment drive, 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.

CLIENT BASE AND RECENT DEVELOPMENTS

     The Company has a range of clients, notably spanning hospitals located in
the metropolitan New York City area.  The Company's largest client is the City
of New York Hospitals which accounted for approximately 60% of total revenues
for December 31, 2003.  The Company actively seeks to increase its client base
and to broaden its service and product offerings.

                                      -5-
<PAGE>

     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 now has the ability to
provide a full range of medically necessary healthcare services.  The licensure
allows the Company to reach a broader audience of clients requiring skilled,
in-home healthcare services such as health planning therapy, drug injections and
medication delivery.  The licensure also provides the Company with access to
client referrals from hospitals, skilled nursing and long-term care facilities
that were previously unavailable to the Company.

     In February 2004, the Company established a high tech infusion nursing
department that will allow staff to provide highly-specialized nursing services
to the Company's clients.  With the addition of this new department, the
Company's clients can now be referred by doctors, insurance companies or
infusion companies to receive highly skilled, in-home specialty health care
service by the Company's staff of appropriately qualified registered nursing
professionals.

     The Company recently signed three contracts. In February 2004, the Company
signed a contract with Christian Pilgrim Outreach ("CPO"). Under the contract,
CPO will provide the Company with access to more than 400 medically trained
personnel worldwide over a three-year period. During the second quarter of 2003,
the Company signed a contract with CABS Nursing Home of Brooklyn, New York
("CABS") to provide CABS on an as-needed basis with qualified nursing personnel
over the next several years. Also in March 2004, the Company signed a contract
with MidAtlantic Home Infusion Company ("MidAtlantic") to provide MidAtlantic on
an as-needed basis with specialized nursing personnel qualified to provide home
infusion therapy to patients in the New York City area over the next several
years.

     The Company is in active negotiations to acquire a privately-held, 24-hour
healthcare provider in New Jersey and a Canadian based prescription drug
Internet and mail-order company, as discussed in more detail under "Item 6.
Management's Discussion and Analysis."  The Company expects that, due to these
negotiations, the license to operate as a LHCSA, and the new contracts with CABS
and MidAtlantic, the Company will depend less heavily on the City of New York
Hospitals as a source of revenue during 2004.

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.

EMPLOYEES

     The Company currently employs over sixty (60) people on a full-time basis.
These employees include Certified Nursing Assistants, Nurse Technicians,
Licensed Practical Nurses, and Registered Nurses. The Company intends to recruit
at least three Registered Nurses each quarter during 2004. As of March 31, 2003,
the Company has recruited six part-time RNs for its infusion department.

                                      -6-
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

     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 in
Brooklyn, New York. The current monthly lease commitment is $3,500 and will
increase to $3,939 per month at the end of the lease, 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 currently has a five-year lease for office space in the Bronx,
New York that ends in 2007. The rental rate ranges from $650 to $850 per month
during the term of the lease.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings.  The Company is
unaware of any pending or threatened legal proceedings against the Company.

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

     In August, 2003, a majority of shareholders of the Company, via signed
written consent to action without a meeting of the shareholders, approved a name
change to MT Ultimate Healthcare Corp., an eighty-for-one forward stock split,
an increase of its authorized stock from Twenty-Five Million (25,000,000) to
Four Hundred Million (400,000,000), and the reauthorization of $.001 par value
per share of common stock.  The number of shares consenting to the action was
35,902,820 out of 50,000,000 shares that were eligible to vote, taking into
account this forward stock split and the reverse stock split discussed in the
following paragraph.

     In September, 2003, a majority of shareholders of the Company, via signed
written consent to action without a meeting of the shareholders, approved a
resolution to affect a one-for-four reverse stock split, to re-authorize Four
Hundred Million (400,000,000) shares of common stock, and to  re-authorize the
par value of $0.001 per share of common stock.  The number of shares consenting
to the action was 35,902,820 out of 50,000,000 post-split shares that were
eligible to vote.


                                     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 80:1
forward stock split in September 2003.  As a result of a 1:4 reverse stock split
in September 2003, the trading symbol was later changed to the current symbol,
"MTHC".

                                      -7-
<PAGE>

     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.

<TABLE>
<CAPTION>


                                    Bid Prices
Quarter Ended                      High    Low
------------------                 -----   -----
<S>                             <C>    <C>
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
</TABLE>



     There were 33 holders of record of the common stock as of April 7, 2004.
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 certain rules (the "Rules") 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 (none of which conditions the Company meets)
is considered a penny stock.  The SEC'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.

RECENT SALES OF UNREGISTERED SECURITIES

     In March 2002, the Company issued a total of 14,000,000 shares of common
stock which were not registered under the Act to 33 investors in exchange for
$35,000, pursuant to an offering conducted under an exemption provided by Rule
504 of Regulation D, promulgated under the Act, as amended.  The offering was
registered for sale by the Nevada Secretary of State Securities Division on
November 20, 2001. The shares were all sold to unaccredited investors who were
friends, family members, acquaintances and/or business associates of our sole
officer and director and of the registered sales agent.

                                      -8-
<PAGE>

     On September 2, 2003, the Company issued 16,000,000 shares of common stock
which were not registered under the Act pursuant to an Exchange Agreement
whereby MT became a wholly-owned subsidiary of the Company.  The Company claims
the exemption from registration afforded by Rule 506 of Regulation D under the
Act.

     On December 4, 2003, the Company issued an aggregate of 600,000 shares of
common stock which were not registered under the Act to four entities in
exchange for the cancellation of $150,000 of indebtedness.  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 recipient 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.

     On January 15, 2004, the Company issued 100,000 shares, and on February 10,
2004, the Company issued 400,000 shares (or an aggregate of 500,000 shares) of
common stock which were not registered under the Act to Arthur Wheeler as
additional consideration for entering into a Consulting Services Agreement with
the Company.  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.

     On February 10, 2004, the Company issued 500,000 shares of common stock
which were not registered under the Act to Maria Francois as additional
consideration for entering into an Employment Agreement with the Company.  On
that same date, the Company issued 250,000 shares of common stock which were not
registered under the Act to Robert Feldman for consulting services.  Also on
that same date, the Company issued 10,000 shares of common stock which were not
registered under the Act to Edna Madu as an incentive to join the Company as its
first Director of Patient Services. 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.

     On February 24, 2004, the Company issued 200,000 shares of common stock
which were not registered under the Act to Dutchess Corporation to convert
$50,000 of indebtedness that the Company owed to Dutchess Corporation into
equity.  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.

                                      -9-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     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.

OVERVIEW

     On August 8, 2003, the Company acquired 100% of the outstanding shares of
MT pursuant to an Exchange Agreement.  As a result of the Exchange Agreement,
the business of MT became the business of the Company, control of the Company
shifted to the former MT Shareholders and the Company subsequently changed its
name to MT Ultimate Healthcare Corp.  MT currently operates a payroll nurse
staffing and homecare business by providing 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.

KNOWN TRENDS, EVENTS AND UNCERTAINTIES

     The Company is actively seeking to expand its operations both within New
York City and the surrounding, New Jersey, Connecticut and upstate New York
areas.  The Company also actively seeks to broaden its service and product
offerings.  During the fourth quarter of 2003, the Company focused its energy on
building its infrastructure.  The Company moved into a new corporate head office
and acquired experienced human resources on its management staff.  The Company
opened a "high-tech" nursing office in Baldwin, New York in addition to securing
licensure to operate a LHCSA, as discussed below.

     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 now has the ability to
provide a full range of medically necessary healthcare services.  The licensure
allows the Company to reach a broader audience of clients requiring skilled,
in-home healthcare services such as health planning therapy, drug injections and
medication delivery.  The licensure also provides the Company with access to
client referrals from hospitals, skilled nursing and long-term care facilities
that were previously unavailable to the Company.

     In February 2004, the Company established a high tech infusion nursing
department that will allow staff to provide highly-specialized nursing services
to the Company's clients.  With the addition of this new department, the
Company's clients can now be referred by doctors, insurance companies or
infusion companies to receive highly skilled, in-home specialty health care
service by the Company's staff of appropriately qualified registered nursing
professionals.

                                      -10-
<PAGE>

     The Company recently signed three contracts. In February 2004, the Company
signed a contract with Christian Pilgrim Outreach ("CPO"). Under the contract,
CPO will provide the Company with access to more than 400 medically trained
personnel worldwide over a three-year period. During the second quarter of 2003,
the Company signed a contract with CABS Nursing Home of Brooklyn, New York
("CABS") to provide CABS on an as-needed basis with qualified nursing personnel
over the next several years. Also in March 2004, the Company signed a contract
with MidAtlantic Home Infusion Company ("MidAtlantic") to provide MidAtlantic on
an as-needed basis with specialized nursing personnel qualified to provide home
infusion therapy to patients in the New York City area over the next several
years.

     The Company recently signed two letters of intent: one to acquire BP Senior
Care and the other to acquire LePharmacy.com. BP Senior Care is a
privately-held, 24-hour healthcare provider in New Jersey. LePharmacy.com
("LePharmacy") is a Canadian based prescription drug Internet and mail-order
company that sells its products via the website www.lepharmacy.com. LePharmacy
receives a predominate portion of its revenue from customers that are not
covered by insurance and in need of lower priced prescription drugs. The Company
expects that, due to these negotiations, its license to operate as a LHCSA, and
the new contracts with CABS and MidAtlantic, the Company will depend less
heavily on the City of New York Hospitals as a source of revenue during 2004.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2002

     Revenues increased $499,904 (or 76%) from $659,333 for the fiscal year
ended December 31, 2002 to $1,159,237 for the fiscal year ended December 31,
2003. The increase in revenues was due to new business infusion and skilled
nursing services being provided during 2003.

     Cost of revenues increased $384,728 from $508,144 for the fiscal year ended
December 31, 2002 to $892, 872 (or 76%) for the fiscal year ended December 31,
2003.  The increase in cost of revenues was due to the increase in sales.

     Gross profit increased $115,176 (or 76%) from $151,189 for the fiscal year
ended December 31, 2002 to $266,365 for the fiscal year ended December 31, 2003.
The increase in gross profit was attributable to the matching increases in
revenues and cost of revenues. As a result, gross profit as a percentage of
sales ("gross profit margin") remained the same at 23% for both the fiscal years
ended December 31, 2003 and 2002.

     The Company had total expenses of $363,325 for the fiscal year ended
December 31, 2003, as compared to total expenses of $143,315 for the fiscal year
ended December 31, 2002. The expenses for the fiscal year ended December 31,
2003 consisted of the following: $75,129 of salaries and wages, $77,902 of
professional fees, $23,920 of depreciation, $12,867 of interest expense, and
$173,507 of operating expenses. In comparison, the expenses for the fiscal year
ended December 31, 2002 consisted of $33,355 of salaries and wages, $10,036 of
professional fees, $15,527 of depreciation, $7,930 of interest expense, and
$76,467 of operating expenses. The increase in expenses was primarily due to
infrastructural developments, licensure expenses, and increased operations.

     For the fiscal year ended December 31, 2003, the Company had a net loss
from operations of $96,960, as compared to net income of $7,874 for the fiscal
year ended December 31, 2002. The change in position from net income from
operations to net loss from operations is due to the increase in expenses.

     Although the Company has incurred a net operating loss ("NOL"), no tax
benefit is being recorded at this time because there is no assurance that the
Company will recover the NOL.

     The Company had a net loss of $96,960 for the fiscal year ended December
31, 2003, as compared to net income of $7,874 for the fiscal year ended December
31, 2002. The change in position from net income to net loss is due to the
increase in expenses.

     As of December 31, 2003, the Company had an accumulated deficit of $64,753.

     The Company had basic and diluted earnings per share of $(0.00) and $0.00
as of December 31, 2003 and 2002, respectively.

                                      -11-
<PAGE>

LIQUITY AND CAPITAL RESOURCES

     As of December 31, 2003, total current assets were $271,964 which consisted
of $54,758 of cash, $197,034 of accounts receivable, net of an allowance for
doubtful accounts, and $20,172 of other current assets.

     As of December 31, 2003, total current liabilities were $67,369 which
consisted of $59,867 of accounts payable and accrued liabilities and $7,502 of
current portion of capital leases.

     Net working capital was $204,595 at December 31, 2003. The ratio of current
assets to current liabilities was 4.0.

     The Company had a net increase in cash of $21,068 for the fiscal year ended
December 31, 2003. The Company used $153,163 of cash in operating activities,
consisting of the Company's net loss of $96,960 and adjustments due to an
increase of $62,472 in accounts receivable and an increase of $20,702 in other
current assets which were offset by an adjustment of $12,877 for depreciation
and an adjustment of $14,094 due to an increase in accounts payable.

     The Company spent $44,775 on property, plant and equipment during the
fiscal year ended December 31, 2003.

     Cash flows from financing activities were $219,006 for the fiscal year
ended December 31, 2003, consisting of an increase of bank notes in the amount
of $60,484, an increase in capital leases of $8,522 and an issuance of 600,000
shares of the Company's common stock as satisfaction of indebtedness in the
amount of $150,000.

     Interest expense was $12,867 for the fiscal year ended December 31, 2003.
As described in Note 6 of Notes to Financial Statements included in "Item 7 -
Financial Statements," the Company has two lines of credit with variable
interest rates that are underwritten by the Small Business Administration. As of
December 31, 2003, $47,500 with a 6% interest rate was outstanding under one
line of credit and $141,197 with a 5% interest rate was outstanding under the
other line of credit. The lines of credit mature on January 29, 2009 and January
1, 2005, respectively.


                                      -12-

<PAGE>

     The Company has several capital leases for computers and telephone
equipment.  The aggregate capital amount of the leases was $19,754 as of
December 31, 2004 of which $7,502 was the current portion of the lease
commitment.

     The Company has entered into various leases for office space.  As of
December 31, 2003, the minimum lease payments under these leases in 2004 was
$66,310.

     Need for Additional Financing.  The Company needs to obtain equity
financing of approximately $2,000,000 to expand its business operations.  Such
an investment would allow the Company to increase working capital by $1,750,000
and expand its 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.  Our plan of expansion will require an additional
$3,000,000 of capital in the next two (2) to three (3) years.  In February 2004,
Dutchess Corporation, an entity that is not affiliated with the Company,
purchased 200,000 restricted shares of common stock in consideration for
$50,000.  The Company plans to use the proceeds from such investment for general
working capital purposes.  At this time, the Company does not have any
commitments for additional financing either from its officers, directors and
affiliates or otherwise.  There can be no assurance that any new capital will be
available to the Company or that adequate funds will be sufficient, whether from
the Company's financial markets, or other arrangements will be available when
needed or on terms satisfactory to the Company.  If adequate funds are not
available to us on acceptable terms, we will have to delay, curtail or scale
back some or all of its operations.  If we are unable to raise additional
capital, it would have a materially adverse effect upon our ability to expand
our business operations.

RISK FACTORS

     Highly Competitive Nature of Our Business.  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.  The
Company believes that its unique marketing approach, coupled with innovative
methods for identifying skilled personnel offer the Company a competitive
advantage in the industry.  If the Company is unable to realize a competitive
advantage, it would have a material adverse effect on the Company's business and
operations.

     Reliance on Key Management.  Our success is highly dependent upon the
continued services of the following three people: MacDonald Tudeme, our Chief
Executive Officer and Marketing Manager; Wayne Richardson, our Chief Financial
Officer; and Marguerite Tudeme, our Operations Manager.  If any of the foregoing
persons were to leave us, it could have a materially adverse effect upon our
business and operations.

     Regulation of LHCSAs by the New York Department of State.  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 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.  If the
Company fails to comply with the government regulations, it could have a
materially adverse effect on the Company's business and its operations including
the revocation of its license as a LHCSA.

                                      -13-
<PAGE>

     Dependence on Major Client. Presently, our major client is the City of New
York Hospitals. We have taken steps to broaden our client base by signing
contracts with CABS and MidAtlantic. We have also taken steps to broaden our
service and product offerings by becoming licensed to operate as a LHCSA and by
entering into negotiations with BP Senior Care and LePharmacy. The Company
expects that, due to these events, the Company will depend less heavily on the
City of New York Hospitals as a source of revenue during 2004. If, however, this
is not the case and we are unable to broaden our client base, the continued
reliance upon New York City Hospitals could have a materially adverse effect
upon our business and operations.

     Shortage of Healthcare Professionals in the Industry.  Presently, the
healthcare industry is experiencing a growing shortage of healthcare
professionals especially Licensed Practical Nurses and Registered Nurses.
One of our major marketing efforts is to recruit these professionals in the
United States and to attract foreign professionals.  If we are not successful
in our efforts, this could have a materially adverse effect upon our ability
to sustain growth pursuant to our business strategy.

CRITICAL ACCOUNTING POLICIES

     Our discussion and analysis of our financial condition and results of
operations is based upon our audited financial statements, which have been
prepared in accordance with accounting principals generally accepted in the
United States.  The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of any contingent
assets and liabilities.  On an on-going basis, we evaluate our estimates,
including those related to uncollectible receivable, investment values, income
taxes, the recapitalization and contingencies.  We base our estimates on various
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources.  Actual
results may differ from these estimates under different assumptions or
conditions.

     We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:

     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. The Company has incurred a net operating loss ("NOL") of $96,960,
however, because there is no assurance of recovery of the NOL, it has been fully
offset and the Company does not have a deferred tax asset with respect to any
portion thereof. 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.

     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.

     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 $12,877 has been
recorded in the financial statements for the fiscal year ended December 31,
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.

                                      -14-

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                -------------------------------------------------


To the Board of Directors and Shareholders
MT Ultimate Healthcare Corp
New York, NY

We  have  audited  the  accompanying  consolidated  balance sheet of MT Ultimate
Healthcare  Corp.  (formerly Java Juice.net) ("Company") as of December 31, 2003
and  the  related consolidated statement of operations, changes in stockholders'
equity, and consolidated statement of cash flows for the year ended December 31,
2003  and  2002.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is  to  express  an  opinion on the
financial  statements  based  on  our  audit.

We conducted our audits in accordance with auditing standards generally accepted
in the 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 audits provides a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of the Company as of December 31,
2003, and the results of its operations and their cash flows for the years ended
December  31,  2003  and 2002 in conformity with accounting principles generally
accepted  in  the  United  States.



                                Clyde Bailey P.C.


March 16, 2004
Except for Note 9, May 18, 2004
San Antonio, Texas



                                      F-1

<PAGE>

<TABLE>
<CAPTION>


                          MT ULTIMATE HEALTHCARE CORP
                            (FORMERLY JAVA JUICE.NET)
                           CONSOLIDATED BALANCE SHEET
                            As of December 31, 2003



                                  A S S E T S
                                ----------------
<S>                                                                   <C>
Current Assets
--------------

      Cash                                        $   54,758
      Accounts Receivable, net of allowance          197,034
      Other Current Assets                            20,172
                                                ----------------
        Total Current Assets                                                  271,964
                                                                      ----------------

      Property, plant and equipment, net of accumulated depreciation          131,859
                                                                      ----------------
        Total  Assets                                                 $       403,823
                                                                      ================

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

  Current Liabilities
---------------------
      Accounts Payable and accrued liabilities        59,867
      Current Portion Capital Lease                    7,502
                                                ----------------

        Total Current Liabilities                                              67,369
                                                                      ----------------

  Long-Term Liabilities:
      Bank Note                                      188,697
      Capital Leases                                  12,252
                                                ----------------

        Total Long Term Liabilities                                           200,949
                                                                      ----------------
        Total Liabilities                                                     268,318


                      S T O C K H O L D E R S ' E Q U I T Y
                    -----------------------------------------

    Common Stock                                      50,600

    Additional Paid-in-Capital                       149,658
    Accumulated Deficit                              (64,753)
                                                ----------------

        Total Stockholders' Equity                                            135,505
                                                                      ----------------
        Total Liabilities and Stockholders' Equity                    $       403,823
                                                                      ================
</TABLE>


                                           F-2
                      See accompanying notes to Financial Statements.

<PAGE>

<TABLE>
<CAPTION>
                             MT ULTIMATE HEALTHCARE CORP
                              (FORMERLY JAVA JUICE.NET)
                               STATEMENT OF OPERATIONS
                                       Restated


                                                   FOR THE TWELVE MONTHS ENDED
                                              ---------------------------------------
                                               DECEMBER 31, 2003   DECEMBER 31, 2002
                                              -------------------  ------------------
REVENUES:
---------
<S>                                           <C>                  <C>
  Revenues                                    $        1,159,237   $          659,333
                                              -------------------  ------------------
    Total Revenues                                     1,159,237              659,333

COST OF REVENUES:
-----------------

  Cost of Revenues                            $          892,872   $          508,144
                                              -------------------  ------------------
    Gross Profit                              $          266,365   $          151,189

EXPENSES:
---------

  Salaries & Wages                                        75,129               33,355
  Professional Fees                                       77,902               10,036
  Depreciation                                            23,920               15,527
  Interest Expense                                        12,867                7,930
  Operating Expenses                                     173,507               76,467
                                              -------------------  ------------------
    Total Expenses                                       363,325              143,315
                                              -------------------  ------------------
    Net loss from Operations                             (96,960)               7,874

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

  Income Tax Benefit                                           -                    -
                                              -------------------  ------------------
    Net Income (Loss)                         $          (96,960)  $            7,874
                                              ===================  ==================


Basic and Diluted Earnings Per Common Share   $            (0.00)  $             0.00
                                              -------------------  ------------------

Weighted Average number of Common Shares              39,383,333           34,000,000
                                              ===================  ==================
  used in per share calculations

</TABLE>

                                      F-3

<PAGE>


<TABLE>
<CAPTION>

                          MT ULTIMATE HEALTHCARE CORP
                            (FORMERLY JAVAJUICE.NET)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                    Restated


                                                   FOR THE TWELVE MONTHS ENDED
                                                 ------------------------------
                                                     DECEMBER 31, DECEMBER 31,
                                                         2003         2002
                                                     ------------  ----------
<S>                           <C>                                      <C>
Cash Flows from Operating Activities:
---------------------------------------

    Net Income (Loss)                                $  (96,960)  $  7,874
    Adjustments to Reconcile net loss to net cash
      provided by (used in) operating activities:
      Depreciation                                       12,877     15,527
      Changes in operating assets and liabilities:
      Accounts Receivable                               (62,472)    (78,113)
      Other Current Assets                              (20,702)          -
      Accounts Payable                                   14,094      17,078
                                                     ------------  ----------
  Net Cash Provided from Operating Activities          (153,163)    (37,634)
                                                     ------------  ----------


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

    Property, plant and equipment                       (44,775)    (18,103)
                                                     ------------  ----------
  Net Cash Used in Investing Activities                 (44,775)    (18,103)
                                                     ------------  ----------


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

    Bank Note                                            60,484      72,896
    Capital Leases                                        8,522           -
    Common Stock                                        150,000      13,500
                                                     ------------  ----------
  Net Cash Provided from Financing Activities           219,006      86,396
                                                     ------------  ----------


  Net Increase in Cash                                   21,068      30,659
                                                     ------------  ----------
  Cash Balance,  Begin Period                            33,690       3,031
                                                     ------------  ----------
  Cash Balance,  End Period                          $   54,758   $  33,690
                                                     ============  ==========


  Supplemental Disclosures:
    Cash Paid for interest                           $   10,553   $  7,930
                                                     ============  ==========
    Cash Paid for income taxes                       $        -   $       -
                                                     ============  ==========
</TABLE>



                   See accompanying notes to Financial Statements.


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                  MT ULTIMATE HEALTHCARE CORP
                                   (FORMERLY JAVA JUICE.NET)
                              STATEMENT OF  STOCKHOLDERS' EQUITY
                                            Restated


                                                      $0.001     Paid-In  Accumulated  Stockholders'
                                         Shares      Par Value   Capital    Deficit       Equity
                                       -----------  -----------  --------  ---------     --------
<S>                                    <C>          <C>          <C>       <C>        <C>
   Balance December 31, 2001                1,000   $    1,000   $  3,643  $ 24,333      $ 28,976

   Stock Issued for Cash                        -        8,055      5,445                  13,500

   Net Loss                                                                   7,874         7,874
                                       -----------  -----------  --------  ---------     --------

   Balance December 31, 2002                1,000   $    9,055   $  9,088  $ 32,207      $ 50,350


   Prior MT Marketing capital              (1,000)      (9,055)         -     9,055             -
     replaced by MT Ultimate capital
     upon consolidation under reverse
     takeover accounting

   Current MT Marketing capital        50,000,000       50,000     32,115   (50,000)       32,115
     replaced by MT Ultimate capital
     upon consolidation under reverse
     takeover accounting

   Transferred to Additional Paid in                              (40,945)   40,945             -
      Capital

   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  $(64,753)     $135,505
                                       ===========  ===========  ========  =========     ========

</TABLE>



<PAGE>


                           MT Ultimate Healthcare Corp
                            (formerly Java Juice.net)
                          Notes to Financial Statements
                                December 31, 2003



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 50,600,000 shares issued and outstanding as of
December  31, 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.

BASIS  OF  PREPARATION  AND  PRESENTATION:

The accompanying consolidated financial statements have been prepared to reflect
the  legal  acquisition  on  August  8,  2003 of MT Marketing International Inc.
("Marketing")  by  MT  Ultimate  Healthcare  Inc.  formerly  Java  Juice.net
("Ultimate")  (the  "Acquisition").  The  consolidated  financial  statements of
Ultimate  give  effect  to  the  Acquisition  under  which  the  shareholders of
Marketing exchanged all of their common shares of Marketing for common shares of
Ultimate.

Notwithstanding  its  legal  form,  the  Acquisition has been accounted for as a
reverse  takeover,  as  the  former  shareholders  of Marketing own in aggregate
approximately  72% of the common shares of Ultimate, and so are now the majority
shareholders  of  Ultimate.  Also,  as  Ultimate  was  an  inactive company with
nominal  net  non-monetary  assets, the Acquisition has been accounted for as an
issuance  of  stock  by  Marketing  accompanied  by  a  recapitalization.

As  required  under reverse takeover accounting, these financial statements have
been  issued  under the name of Ultimate and reflect the share capital structure
of  Ultimate.  However,  they  reflect the financial statements of Marketing and
account  for  the  Acquisition  as an acquisition of Ultimate by Marketing.  The
consolidated  financial  statements  therefore  include:

(a)  a  consolidated  balance  sheet prepared from the audited balance sheets of
     Ultimate  and  Marketing  as  at  December  31,  2003.

(b)  consolidated  statements  of  operations,  cash  flows  and  changes  in
     shareholders'  equity  prepared  from the audited statements of operations,
     cash  flows  and changes in shareholders' equity (deficit) of Marketing for
     the  periods  from  January  1,  2002  to December 31, 2003. The results of
     operations,  cash  flows  and  changes in shareholders' equity (deficit) of
     Ultimate  are  included  commencing July 1, 2003, the effective date of the
     Acquisition.

                                      F-6
<PAGE>

PRINCIPLES  OF  CONSOLIDATION
-----------------------------

The  accompanying  consolidated  financial statements include the accounts of MT
Ultimate  Healthcare  Corp  and  its  wholly  owned  subsidiary  MT  Marketing
International  Inc.  collectively  "the  Company").  Investments  in  which  the
Company  does  not  have a majority voting or financial controlling interest are
accounted  for  under  the  equity  method  of  accounting  unless its ownership
constitutes  less  than  a 20% interest in such entity for which such investment
would  then  be  included  in  the consolidated financial statements on the cost
method.  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.

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 $12,877 has been recorded in the financial
statements  for  the  six  months  period  ended  December  31,  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.

                                      F-7
<PAGE>

ADVERTISING
-----------

The  Company  expensed  Advertising  and Marketing expenditures in the amount of
$9,131  for  the  year  ended  December  31,  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 November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, including Indirect Guarantees of
Indebtedness  of  Others"  ("Interpretation  No.  45").  Interpretation  No.  45
elaborates  on  the  existing  disclosure  requirements  for  most  guarantees,
including  loan  guarantees such as standby letters of credit. It also clarifies
that  at  the  time  a company issues a guarantee, the company must recognize an
initial  liability for the fair market value of the obligations it assumes under
that  guarantee  and  must  disclose  that information in its interim and annual
financial  statements.  The  initial  recognition  and measurement provisions of
Interpretation  No.  45  apply  on  a  prospective basis to guarantees issued or
modified  after  December 31, 2002. Interpretation No. 45 did not have an effect
on  the  financial  statements.

In  January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable  Interest  Entities"  ("Interpretation  No.  46"),  that  clarifies the
application  of  Accounting  Research  Bulletin  No. 51, "Consolidated Financial
Statements,"  to  certain  entities  in  which  equity investors do not have the
characteristics  of  a  controlling financial interest or do not have sufficient
equity  at  risk  for  the  entity  to finance its activities without additional
subordinated  financial  support  from  other  parties. Interpretation No. 46 is
applicable  immediately for variable interest entities created after January 31,
2003.  For  variable  interest  entities  created prior to January 31, 2003, the
provisions  of  Interpretation No. 46 are applicable no later than July 1, 2003.
Interpretation  No.  46  did  not  have  an  effect on the financial statements.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation  --  Transition  and Disclosure, an amendment of FASB Statement No.
123" ("SFAS 148"). This Statement amends SFAS 123 to provide alternative methods
of  transition for a voluntary change to the fair value method of accounting for
stock-based  employee  compensation. In addition, SFAS 148 amends the disclosure
requirements  of  SFAS  123  to require prominent disclosures in both annual and
interim  financial  statements.  Certain  of  the  disclosure  modifications are
required for fiscal years ending after December 15, 2002 and are included in the
notes  to  these  consolidated  financial  statements.

                                      F-8
<PAGE>

Statement  of  Financial  Accounting  Standards  SFAS  No.  149,  "Amendment  of
Statement  133  on Derivative Instruments and Hedging Activities", SFAS No. 150,
"Accounting  for  Certain  Financial  Instruments  with  Characteristics of both
Liabilities  and  Equity",  were  recently issued. SFAS No, 149, and 150 have no
current applicability to the Company or their effect on the financial statements
would  not  have  been  significant.

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


<TABLE>
<CAPTION>


                                                ACCUMULATED
                                     COST      DEPRECIATION   NETBOOK
                                                               VALUE
                                 -------------------------------------
<S>                              <C>           <C>            <C>
Furniture and equipment          $    110,289  $      31,151  $ 79,138
Computer equipment                     20,956          7,604    13,352
Leasehold Improvements                 48,607          9,238    39,369
software                         -------------------------------------
                                 $    179,852  $      47,993  $131,859
                                 =====================================

</TABLE>


A total of $23,920 and $15,527 has been recognized as depreciation expense for
the period ended December 31, 2003 and 2002.

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

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  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>

NOTE 4-  FEDERAL  INCOME  TAX
-----------------------------

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

                                Year Ended December 31,
                                -----------------------
                             2003                      2002
                             ----                      ----
     Deferred:
     Federal            ($   32,966)              $     2,677
     State              (     4,363)                      354
                        -----------------    ------------------
                        ($   37,329)              $     3,031
                        -----------------    ------------------


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

                                Year Ended December 31,
                                -----------------------
                             2003                      2002
                             ----                      ----

Income from operations     ($  37,329)              $    3,031
Non-Deductible Expenses
  and Non-Taxable Income           -0-                     -0-
                       -------------------       -------------------
                          ($   37,329)               $   3,031


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,
                                -----------------------
                             2003                      2002
                             ----                      ----

Deferred  tax  assets:
Net  Operating  Loss    ($    37,329)                 $  3,031
                       -------------------       -------------------

Net  deferred  tax
assets  (liabilities)  ($     37,329)                 $  3,031
                       ===================       ===================


NOTE 4-  FEDERAL  INCOME  TAX  (CON'T)
-------------------------------------

Net  deferred  tax  assets  and liabilities have been presented in the financial
statements  as  follows:

                                          Year Ended December 31,
                                          -----------------------
                                       2003                      2002
                                       ----                      ----

Deferred income taxes - current   $     ( 37,329)              $   3,031
Valuation  Allowance                      37,329                (  3,031)
                                  ---------------           ----------------

Net  deferred  tax  assets        $          -0-               $      -0-
                                 ================           =================



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,  2003 and 2002 totaled $37,329 and ($3,031), 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 as  $550  per  month and was
terminated  October  31,  2003.

NOTE 6  -  NOTES PAYABLE AND CAPITAL LEASES
-------------------------------------------

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,
2003,  the  balance of the line of credit is $47,500 and the rate of interest is
6%.  The  loan  matures  on  January  29,  2009.

                                      F-10
<PAGE>

NOTE 6  -  NOTES PAYABLE AND CAPITAL LEASES (CON'T)
---------------------------------------------------

The  other  loan  has a balance outstanding as of December 31, 2003 of $141,197.
The  note  is  a line of credit note that has a variable interest rate and as of
December  31,  2003  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.

There  are  several  leases for computers and telephone equipment that are being
capitalized.  The  balance  of the notes as of December 31, 2003 is $19,754 with
various  interest  rates  from  8%  to  14%  and  matures  in  36  to 48 months.


NOTE  7 - ECONOMIC DEPENDENCY
-----------------------------

The  Company  received  a substantial portion of its revenues from one customer.
In  2003  and  2002,  revenues  from  that  customer  were $852,051 and $335,757
respectively.  At  December  31,  2003  and  2002, accounts receivable from that
customer  were $1,873,757 and $1,270,205.  This represents 73% of Gross Revenues
and  80%  of  total  Account  Receivable  and  Notes  Receivable  for  2003.


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, 2003, are as follows:

                    2004                $66,310
                    2005                 68,126
                    2006                 70,033
                    2007                 71,073
               Future Years               3,692

                                      F-11
<PAGE>

NOTE 9 - RESTATEMENT
--------------------

Subsequent  to  the  issuance  of  the  Company's  December  31,  2003 financial
statements,  management  determined that it should restate its year end December
31,  2003  and  2002 financial statements and related disclosures to reflect the
acquisition of MT Marketing Inc. as a reverse merger or recapitalization instead
of  a "purchase" acquisition. Pursuant to the rules of reverse merger accounting
the  historical  activity  of  the  acquired company (Marketing) is shown in the
statements of operations and cash flows for the twelve months ended December 31,
2003  and  2002.


A summary of the significant effects of the restatement is as follows;

<TABLE>
<CAPTION>

December 31, 2003
-----------------
                              As Previously           As
                                Reported           Restated
                               ------------------------------
<S>                            <C>

Goodwill                        24,743                -0-
Additional Paid In Capital     239,400            149,658
Accumulated Deficit           (129,752)         (  65,753)

Revenues                       636,978         1,159,237
Cost of Revenues               507,486           892,872
Expenses                       251,891           363,325
Income (Loss) from Operations (122,399)        (  96,960)

December 31, 2002
-----------------

Revenues                        -0-              659,333
Cost of Revenues               - 0-              508,144
Expenses                         5,384           143,315
Income (Loss) from Operations  ( 5,384)            7,874
</TABLE>

                                      F-12
<PAGE>


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

     There were no changes in and/or disagreements with accountants on
accounting and financial disclosures during the two most recent fiscal years or
any later interim period.

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"), has
concluded that as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and designed to ensure that material information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act of 1934 is 1) recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms;
and 2) accumulated and communicated to him as appropriate to allow timely
decisions regarding required disclosure.

     (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.


                                    PART III

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

     Each of our directors is elected by the stockholders to a term of one year
and serves until his or her successor is elected and qualified. Each of the
officers is elected by the Board of Directors to a term of one year and serves
until his or her successor is duly elected and qualified, or until he or she is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.

The Directors and Officers of the Company are as follows:

<TABLE>
<CAPTION>


                                                                             Served as a
 Name                                 Age      Position                     Director 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
                                               and Director

Marguerite M. Tudeme                   48      Secretary and Director        August 2003
</TABLE>

                                      -15-
<PAGE>


MacDonald S. Tudeme.  Mr. 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.  Mr. Richardson began serving as the Company's Chief
Financial Officer in October 2003 and as a Director in December 2003.
Concurrently with his position with the Company, Mr. Richardson serves as
Principal of Rauceo Tax Service and as 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.  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.

Marguerite M. Tudeme.  Ms. 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.

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 2003. Based on stockholder filings with the SEC, MacDonald Tudeme, Wayne
Richardson and Marguerite Tudeme are subject to Section 16(a) filing
requirements.

                                      -16-
<PAGE>

CODE OF ETHICS

     The Board of Directors adopted a Code of Ethics in March 2004, meeting the
requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The Company will
provide to any person without charge, upon request, a copy of such Code of
Ethics. Persons wishing to make such a request should contact MacDonald Tudeme,
Chief Executive Officer, 45 Main Street, Suite 617, Brooklyn, New York 11201.

Item 10. Executive Compensation

     Compensation paid to Officers and Directors is set forth in the Summary
Compensation Table below.  The Company may reimburse its Officers and Directors
for any and all out-of-pocket expenses incurred relating to the business of the
Company.


<TABLE>
<CAPTION>


                              SUMMARY COMPENSATION TABLE

                                                        LONG-TERM COMPENSATION
                                                   ----------------------------------
                            ANNUAL COMPENSATION          AWARDS       PAYOUTS
                          -----------------------  ------------------ -------
                                                           SECURITIES
                                                            UNDERLY-
                                           OTHER     RE-      ING               ALL
                                           ANNUAL  STRICTED OPTIONS/           OTHER
NAME AND PRINCIPAL                         COMPEN-  STOCK     SARs     LTIP    COMPEN-
     POSITION       YEAR  SALARY   BONUS   SATION  AWARD(S) (NUMBER)  PAYOUTS  SATION

------------------  ----  -------  -----   ------  -------- --------  -------  ------
<S>                           <C>      <C>     <C>  <C>             <C>
MacDonald Tudeme,   2003  $8,654     --  $10,800(1)  --         --      --      --
CEO, President,     2002  $    0     --  $10,800(1)  --         --      --      --
Treasurer and       2001  $    0     --  $     0     --         --      --      --
Director

Laura Mazany,       2003  $    0     --     --       --         --      --      --
Former President,   2002  $    0     --     --       --         --      --      --
Secretary and       2001  $    0     --     --       --         --      --      --
Director

<FN>


(1)     MacDonald 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>

                                      -17-
<PAGE>

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

The following table sets forth information as of April 7, 2004, 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>


  Name and Address of                   Shares Owned            % of Class
  Beneficial Owner                      Beneficially(1)           Owned
-------------------                   ---------------           ---------
<S>                                                   <C>            <C>
    MacDonald Tudeme                   35,973,520(2)              69.1%
    45 Main Street, Suite 617
    Brooklyn, New York, 11201

    Marguerite Tudeme                  35,973,520(2)              69.1%
    45 Main Street, Suite 617
    Brooklyn, New York, 11201

    Wayne Richardson
    5819 Milton Avenue
    Sarasota, Florida 34243                     0                  0.0%

All Officers and Directors             35,973,520(2)              69.1%
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. As of April 7, 2004, there were 52,060,040 shares of common stock
outstanding.

(2)  MacDonald Tudeme and Marguerite Tudeme are husband and wife.  This amount is the sum of
28,834,900 shares owned by Mr. Tudeme, 7,067,920 shares owned by Ms. 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.
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     MacDonald Tudeme, the Company's President and Chief Executive Officer, has
guaranteed two lines of credit for the Company up to $200,000.  As of December
31, 2003, an aggregate of $188,697 was outstanding under the lines of credit of
which $141,197 is due on January 1, 2005.

     On August 8, 2003, the Company acquired 100% of the issued and outstanding
shares of MT in exchange for 16,000,000 shares of the Company's common stock.
As a result, Mr. Tudeme received 8,834,900 shares of the Company's common stock,
and Marguerite Tudeme, the Company's Secretary and Mr. Tudeme's spouse, received
7,067,920 shares of the Company's common stock.  In addition, Mr. Tudeme entered
into a stock purchase agreement with Laura Mazany whereby Mr. Tudeme acquired
20,000,000 shares of the Company's common stock for $100,000.  As a result of
these transactions, control of the Company shifted to Mr. and Mrs. Tudeme.

     In October 2003, the Company entered into an agreement with Wayne
Richardson for his services as the Company's Chief Financial Officer.  According
to the terms of agreement, Mr. Richardson will receive an annual salary of
$60,000.  prior to entering into the agreement, Mr. Richardson had been the
Company's independent accountant.  During 2003, Mr. Richardson received $30,000
as compensation for services that he provided to the Company as its independent
accountant.

                                      -18-
<PAGE>

     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 on October 31, 2003.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

   Exhibit No.        Description of Exhibit
  ----------          ----------------------

     2.1              Exchange Agreement                           (1)

     3.1              Articles of Incorporation                    (2)

     3.2              Articles of Amendment to Articles of
                      Incorporation                                (3)

     3.3              Articles of Amendment to Articles of
                      Incorporation                                (4)

     3.4              Bylaws                                       (2)

     31.1             Certificate of the Chief Executive
                      Officer pursuant Section 302 of the
                      Sarbanes-Oxley Act of 2002                    *

     31.2             Certificate of the Chief Financial
                      Officer pursuant Section 302 of the
                      Sarbanes-Oxley Act of 2002                    *

     32.1             Certificate of the Chief Executive
                      Officer pursuant to Section 906 of
                      the Sarbanes-Oxley Act of 2002                *

     32.2             Certificate of the Chief Financial
                      Officer pursuant to Section 906 of
                      the Sarbanes-Oxley Act of 2002                *

(1)  Filed as an Exhibit to report on Form 8-K filed on August 12, 2003, and
     incorporated herein by reference.

(2)  Filed as Exhibits 3.1 and 3.2 to registration statement on Form 10
     SB/12G filed on July 15, 2002, and incorporated herein by reference.

(3)  Filed as an Exhibit to report on Form 8-K filed on September 2, 2003,
     and incorporated herein by reference.

(4)  Filed as an Exhibit to report on Form 8-K filed on September 30, 2003,
     and incorporated herein by reference.

*    Filed herewith as an exhibit.

                                      -19-
<PAGE>

     (b)  REPORTS ON FORM 8-K

The Company filed the following three reports on Form 8-K during the last
quarter of the fiscal period covered by this report:

(1)     Form 8-K filed on September 2, 2003, to report an amendment to the
articles of incorporation regarding a name change, a forward stock split, and
increase in the authorized shares and a new trading symbol for the Company's
common stock.

(2)     Form 8-K/A filed on September 9, 2003, to amend the Form 8-K filed on
August 12, 2003, to report audited financial information of MT Marketing Int'l
Corp.  The Company provided an audited balance sheet of MT Marketing Int'l Corp.
as of January 31, 2003 and 2002, and the related statement of income, statement
of retained earnings, statement of equity, and statement of cash flows for the
years then ended.  The Company also provided an unaudited pro-forma consolidated
balance sheet and consolidated income statement as of June 30, 2003, for
JavaJuice.net.

(3)     Form 8-K filed on September 30, 2003, to report an amendment to the
articles of incorporation regarding a reverse stock split and a new trading
symbol for the Company's common stock.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2003 and 2002 for professional services rendered by the principal accountant for
the audit of the Company's annual financial statements was $6,000 and $1,200,
respectively. The aggregate fees billed for each of the fiscal years ended
December 31, 2003 and 2002 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 $1,500 and $1,500, respectively.

AUDIT RELATED FEES

None.

TAX FEES

None.

ALL OTHER FEES

None.

                                   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 24, 2004                       By: /s/ MacDonald S. Tudeme
                                             ------------------------
                                             MacDonald S. 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 S. Tudeme          Chief Executive Officer     May 24, 2004
----------------------           and Director
MacDonald S. Tudeme             (Principal Executive Officer)


/s/ Wayne F. Richardson          Chief Financial Officer     May 24, 2004
----------------------           and Director
Wayne F. Richardson             (Principal Financial Officer)


/s/ Marguerite M. Tudeme         Secretary                   May 24, 2004
----------------------           and Director
Marguerite M. Tudeme             (Principal Executive Officer)

                                      -20-
<PAGE>

EXHIBIT 31.1




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

I,  MacDonald  S.  Tudeme,  certify  that:

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

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

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

4.     The  small  business  issuer's  other  certifying  officer  and  I  are
responsible  for establishing and maintaining disclosure controls and procedures
(as  defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the small
business  issuer  and  have:

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

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

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

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

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

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

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

Date:  May 24,  2004


                                   By:  /s/  MacDonald  S.  Tudeme
                                   -------------------------------
                                   MacDonald  S.  Tudeme
                                   Chief  Executive  Officer

<PAGE>

EXHIBIT 31.2


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

I,  Wayne  F.  Richardson,  certify  that:

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

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

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

4.     The  small  business  issuer's  other  certifying  officer  and  I  are
responsible  for establishing and maintaining disclosure controls and procedures
(as  defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the small
business  issuer  and  have:

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

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

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

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

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

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

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

Date:  May 24,  2004


                                   By:  /s/  Wayne  F.  Richardson
                                   -------------------------------
                                   Wayne  F.  Richardson
                                   Chief  Financial  Officer

<PAGE>

Exhibit 32.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, MacDonald S. Tudeme, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of MT Ultimate Healthcare Corp. on Form 10-KSB/A for the fiscal year
ended December 31, 2003, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained
in such Form 10-KSB/A fairly presents in all material respects the financial
condition and results of operations of MT Ultimate Healthcare Corp.

Date:  May 24, 2004

                                        By:/s/ MacDonald S. Tudeme
                                        --------------------------
                                        MacDonald S. Tudeme
                                        Chief Executive Officer

<PAGE>

Exhibit 32.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Wayne F. Richardson, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of MT Ultimate Healthcare Corp. on Form 10-KSB for the fiscal year ended
December 31, 2003, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-KSB/A fairly presents in all material respects the financial
condition and results of operations of MT Ultimate Healthcare Corp.

Date:  May 24, 2004

                                        By:/s/ Wayne F. Richardson
                                        --------------------------
                                        Wayne F. Richardson
                                        Chief Financial Officer

<PAGE>