UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
JUNE 21, 2005
(Date of Report)
MT ULTIMATE HEALTHCARE CORP.
(Exact name of registrant as specified in its charter)
NEVADA 000-49915 88-0477056
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
45 MAIN STREET, SUITE 617
BROOKLYN, NEW YORK 11201
(Address of principal executive offices)
(718) 943-3400
(Registrant's telephone number, including area code)
This Report on Form 8-K being filed by MT Ultimate Healthcare Corp., a Nevada
corporation (the "Registrant") relates to the Registrant's change of independent
public accountants.
ITEM 4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Termination of previous independent public accountants:
(1) On May 16, 2005, the Registrant's Board of Directors accepted the
resignation of Clyde Bailey P.C., its independent auditors, due to health and
other personal reasons; thus dismissing and terminating the engagement of Clyde
Bailey P.C. as its independent auditor.
(2) Clyde Bailey P.C. submitted audit reports on the Registrant's
financial statements for the year ended December 31, 2004. The submitted audit
reports did not contain any adverse opinions, disclaimers of opinions or other
modifications or qualifications. Clyde Bailey P.C. did not, during the
applicable periods, advise the Registrant of any of the enumerated items
described in Item 304(a)(1) of Regulation S-K.
(3) The decision to change accountants was recommended and approved by
the Board of Directors of the Registrant.
(4) During the fiscal year ended December 31, 2004 and the period from
January 1, 2005 through the date of dismissal and termination of the engagement
of Clyde Bailey P.C., there were no disagreements with Clyde Bailey P.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Clyde Bailey P.C., would have caused Clyde Bailey P.C. to make
reference thereto in, or in connection with, his reports on financial statements
for the years or such interim period.
(5) Clyde Bailey P.C. has furnished Registrant with a letter addressed
to the Commission stating that it agrees with the above statements. A copy of
such letter is filed as Exhibit 16.1 to this Form 8-K.
(b) Appointment of Independent Auditors
(1) On June 10, 2005 the Registrant's Board of Directors ratified the
engagement of Chisholm Bierwolf & Nilson, LLC, as its auditors. The decision to
retain this accountant was approved by the Board of Directors of Registrant. The
Registrant authorized Clyde Bailey P.C. to fully respond to any and all
inquiries of Chisholm Bierwolf & Nilson, LLC, concerning the finances and
previously performed audits of Registrant.
(2) During the two most recent fiscal years prior to the date of
engagement, and the subsequent interim period prior to engaging Chisholm
Bierwolf & Nilson, LLC, neither the Registrant (nor someone on the Registrant's
behalf) consulted the newly engaged accountant regarding any matter.
(3) The Registrant allowed Chisholm Bierwolf & Nilson, LLC to review
this Form 8-K
before it was filed with the Commission. Chisholm Bierwolf & Nilson, LLC has not
furnished the Registrant with a clarification or disagreement with the
information set forth herein.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) None.
(b) None.
(c) Exhibits.
Exhibit 16.1 Letter from Clyde Bailey P.C. dated June 20, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 21, 2005
MT ULTIMATE HEALTHCARE CORP.
/s/ MACDONALD TUDEME
-----------------------------------
Name: MacDonald Tudeme
Title: Chief Executive Officer