Mail Stop 0610					February 9, 2006


Mr. David Walters
Chief Executive Officer and President
MT Ultimate Healthcare Corp.
18301 Von Karman, Suite 205
Irvine, California 92612

Re:	MT Ultimate Healthcare Corp.
	Revised preliminary Form 14C
      Filed January 23, 2006
	File No. 0-49915

Dear Mr. Walters:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Proposal 1.  Amendment to Articles of Incorporation

Creation of Blank Check Preferred Stock

1.  Please expand the discussion to indicate whether there are
currently any plans, agreements, or understandings to issue any of
the newly authorized preferred shares that are the subject of the
amendment.



Interest of Certain Persons in Matters to be Acted Upon

2.  Since Messrs. Walters and Moore currently own 75.2 % of the
outstanding common stock and will own 84% of the outstanding
shares
of common stock after the reverse stock split, please expand the
discussion to clarify how the proposed authorization of "blank
check"
preferred stock will "permit Mr. Walters and Mr. Moore to exercise
greater control over corporate transactions and other matters
....."

Financial statement comments

3. We note your responses to comments 7-9 and 29-48 and look
forward
to the receipt of your responses and revised periodic reports.
Tell
us when we may anticipate receiving your responses and revised
reports.  Please be advised that even if you determine not to
proceed
with your pending Securities Act filing, the outstanding financial
statement comments must be resolved promptly.

General

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.


	You may contact Christine Allen, Staff Accountant at (202)
551-
3652 or Kevin Woody, Branch Chief, at (202) 551-3629 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact John Krug, Senior Counsel, at (202) 551-
3862
or me at (202) 551-3715 with any other questions.


      Sincerely,


	Jeffrey Riedler
      Assistant Director

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