UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
For the transition period from to N/A
----------
COMMISSION FILE NUMBER 000-49915
MT ULTIMATE HEALTHCARE CORP.
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(Exact name of small business issuer as specified in its charter)
NEVADA 88-0477056
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
45 Main Street, Suite 617, Brooklyn, New York 11201
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(Address of principal executive offices)
(718) 943-3400
----------------------------------------
(Registrant's telephone number)
N/A
----------------------------
(Former name and address)
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 [ ]
As of March 31, 2005, the issuer had 51,760,000 shares of Common Stock
outstanding.
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INDEX
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of March 31, 2005
(Unaudited) and December 31, 2004 (Audited) 1
Consolidated Condensed Income Statements(Unaudited) for the
Three Months Ended March 31, 2005 and 2004 2
Consolidated Condensed Statements of Cash Flows (Unaudited)
for the Three Months Ended March 31, 2005 and 2004 3
Notes to Unaudited Consolidated Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis or Plan of Operation 6
Item 3. Controls and Procedures 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 13
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MT ULTIMATE HEALTHCARE CORP.
Consolidated Balance Sheets
ASSETS
March 31, December 31,
2005 2004
----------- -----------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 21,341 $ --
Accounts receivable, net 342,614 404,778
Other current assets 50,000 50,688
----------- -----------
Total Current Assets 413,955 455,466
----------- -----------
PROPERTY AND EQUIPMENT, net 105,552 115,154
----------- -----------
TOTAL ASSETS $ 519,507 $ 570,620
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft $ -- $ 40,804
Accounts payable and accrued expenses 248,794 233,372
Notes payable, current 371,681 241,955
Notes payable, related parties 45,614 123,063
Leases payable, current 6,192 8,256
----------- -----------
Total Current Liabilities 672,281 647,450
----------- -----------
LONG-TERM DEBT
Notes payable 880,193 880,193
Beneficial conversion feature (354,166) (416,666)
Leases payable 4,004 4,004
----------- -----------
Total Long-Term Debt 530,031 467,531
----------- -----------
Total Liabilities 1,202,312 1,114,981
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $0.001 per share; authorized 400,000,000
shares; 60,032,040 shares issued and outstanding 60,032 60,032
Additional paid-in capital 2,545,530 2,545,530
Accumulated deficit (3,288,367) (3,149,923)
----------- -----------
Total Stockholders' Equity (Deficit) (682,805) (544,361)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 519,507 $ 570,620
=========== ===========
MT ULTIMATE HEALTHCARE CORP.
Consolidated Statements of Operations
(Unaudited)
For the
Three Months Ended
March 31,
------------------------------
2005 2004
------------ ------------
REVENUES $ 589,516 $ 414,356
COST OF SALES 329,161 339,524
------------ ------------
GROSS PROFIT (LOSS) 260,355 74,832
------------ ------------
OPERATING EXPENSES
Salaries and wages 86,783 69,735
Stock issued for services -- 290,000
Professional fees 37,271 36,097
Consulting 17,857 --
Depreciation 9,604 7,640
Other general and administrative 179,188 74,429
------------ ------------
Total Operating Expenses 330,703 477,901
------------ ------------
NET OPERATING LOSS (70,348) (403,069)
------------ ------------
OTHER INCOME (EXPENSE)
------------ ------------
Interest income 104 --
Interest expense (68,200) (3,486)
------------ ------------
Total Other Income (Expense) (68,096) (3,486)
------------ ------------
NET LOSS $ (138,444) $ (406,555)
============ ============
BASIC LOSS PER COMMON SHARE $ (0.00) $ (0.01)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 60,032,040 51,180,000
============ ============
MT ULTIMATE HEALTHCARE CORP.
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
-----------------------------
2005 2004
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (138,444) $ (406,555)
Adjustments to reconcile net income loss to net cash
provided by (used in) operating activities:
Depreciation 9,604 7,640
Beneficial conversion interest 62,500 --
Common stock issued for services rendered -- 290,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 62,164 (31,430)
(Increase) decrease in other current assets 688 (988)
Increase in accounts payable and accrued expenses 80,314 30,932
---------- ----------
Net Cash Provided by (Used in) Operating Activities 76,826 (110,401)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment -- (726)
---------- ----------
Net Cash Used in Investing Activities -- (726)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable (32,617) --
Payments made on capital leases (2,064) (4,403)
Proceeds received on notes payable 20,000 10,524
Proceeds received on related party notes payable -- 67,614
Change in bank overdraft (40,804) --
---------- ----------
Net Cash Provided by (Used in) Financing Activities (55,485) 73,735
---------- ----------
NET INCREASE (DECREASE) IN CASH 21,341 (37,392)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -- 54,758
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 21,341 $ 17,366
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ 5,700 $ 3,486
Income taxes $ -- $ --
MT ULTIMATE HEALTHCARE CORP.
Notes to the Consolidated Financial Statements
March 31, 2005 and December 31, 2004
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have
been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such
rules and regulations. The information furnished in the interim
condensed financial statements includes normal recurring
adjustments and reflects all adjustments, which, in the opinion of
management, are necessary for a fair presentation of such
financial statements. Although management believes the disclosures
and information presented are adequate to make the information not
misleading, it is suggested that these interim condensed financial
statements be read in conjunction with the Company's audited
financial statements and notes thereto included in its December
31, 2004 Annual Report on Form 10-KSB. Operating results for the
three months ended March 31, 2005 are not necessarily indicative
of the results that may be expected for the year ending December
31, 2005.
NOTE 2 - LOSS PER SHARE
Following is a reconciliation of the loss per share for the three
months ended March 31, 2005 and 2004:
For the
Three Months Ended
March 31,
--------------------------------------
2005 2004
--------------- ------------------
Net (loss) available to
common shareholders $ (138,444) $ (406,555)
=============== ==================
Weighted average shares 60,032,040 51,180,000
=============== ==================
Basic loss per share (based
on weighted average
shares) $ (0.00) $ (0.01)
=============== ==================
MT ULTIMATE HEALTHCARE CORP.
Notes to the Consolidated Financial Statements
March 31, 2005 and December 31, 2004
NOTE 3 - GOING CONCERN
The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The
Company has historically incurred significant losses which have
resulted in an accumulated deficit of $3,288,367 at March 31,
2005, a working capital deficit of approximately $258,000, and
limited internal financial resources. The Company is dependent on
its ability to reduce certain costs, obtain new contracts and
additional financing and eventually, attaining a profitable level
of operations. These factors combined, raise substantial doubt
about the Company's ability to continue as a going concern. The
accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of this
uncertainty. It is the intent of management to raise additional
equity capital and increase revenues and reduce costs to sustain
operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A
RESULT OF THE RISKS SET FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS
USED IN MAKING SUCH FORWARD LOOKING STATEMENTS.
OVERVIEW
The Registrant was originally incorporated under the name JavaJuice.net
("JavaJuice") on September 13, 2000. On August 8, 2003, the Registrant acquired
100% of the outstanding shares of M.T. Marketing Int. Corp., a Nevada
corporation (hereinafter "MT"), pursuant to an Exchange Agreement. As a result
of the Exchange Agreement, the business of MT became the business of the
Registrant, and control of the Registrant shifted to the former MT shareholders
and the Registrant subsequently changed its name to MT Ultimate Healthcare Corp
("MT Ultimate").
MT Ultimate is a holding company for MT. All operations discussed in this
Form 10-QSB were conducted by MT. The term "Company" as used herein includes
both MT Ultimate Healthcare Corp. and M.T. Marketing Int. Corp.
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.
MT Ultimate currently operates a nurse and professional healthcare staffing
and homecare business. In this role, the Company provides healthcare
professionals such as: Certified Nursing Assistants, Nurse Technicians, Licensed
Practical Nurses and Registered Nurses to clients such as hospitals, nursing
homes, Licensed Home Care Services Agencies ("LHCSAs"), other health-related
businesses, and directly to the homes of the elderly, sick, and incapacitated.
The Company currently employs approximately seventy-five (75) people. These
employees include Certified Nursing Assistants, Nurse Technicians, Licensed
Practical Nurses, and Registered Nurses. The Company employs fifteen (15) per
diem employees in its infusion department, including an administrator and a
scheduler, as well as a director of patient services, who works approximately 30
hours per week. The main function of the employees in the infusion nursing
department is to administer the department, making sure that the nurses visit
the clients as scheduled, as well as acting as a liaison between the clients and
the infusion companies with whom the Company has contracts. Additionally, the
Company employs approximately 30 registered nurses who work in hospitals and
nursing homes and visit clients in their homes. Some of the Company's employees
are independent contractors, particularly Registered Nurses who are engaged in
the Company's high tech nursing operations, because they specialize in the field
of infusion therapy. Additionally, because Registered Nurses require specialized
licenses, they are in high demand and often work with more than one agency. As a
result of being considered an independent contractor, these individuals are
required to pay their own federal, state and local taxes. Most of the Company's
other employees who do not work in the infusion department are paid hourly, but
are not considered independent contractors.
KNOWN TRENDS, EVENTS AND UNCERTAINTIES
The Company is aggressively seeking to expand its operations both within
New York City and the surrounding areas (e.g., New Jersey, Pennsylvania,
Connecticut, and upstate New York). Additionally, the Company is seeking to
broaden its service and product offerings, and several new possible areas are
currently being assessed. Continuing its plan business strategy, the Company is
focusing on expanding its business for the remainder of 2005, and is currently
assessing its overall operating plan for 2005. Management expects that much of
the growth will
come from both acquisitions and by internal new business development. In
particular, the Company plans to extend its nursing and staffing business
throughout the new geographic areas.
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.
COMPARISON OF OPERATING RESULTS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2004
Revenues for the period ended March 31, 2005 were $589,516. This is an
increase of $175,160, or approximately 42.3 percent over the $414,356 in
revenues realized for the same period in 2004. The increase in revenues
generally is attributed to marketing initiatives and the realizing revenues from
acquisitions made in 2004, notably that of Abundant Nursing.
Cost of revenue for the period ended March 31, 2005 was $329,161, which is
down $10,363 (approximately 3.1 percent) over the $339,524 in cost of revenue
for the same period in 2004. This nominal amount of decrease in cost of revenue
was related to certain efficiencies gained in service personnel rates.
Management does expect a more proportionate change and correlation between
revenues and cost of revenues in the future.
As a result of the foregoing, the Company had a gross profit (loss) for the
quarter ended March 31, 2005 of $260,355. This is an increase of $185,523 over
the $74,832 gross profit (loss) for the same period in 2004. Much of this
increase is related to the nominal decrease in cost of revenues for the period.
Total Operating Expenses for the period were $330,703. This is a decrease
of $147,198 or approximately 30.8 percent of the $477,901 in Total Operating
Expenses realized for the quarter ended March 31, 2004. Much of this reduction
in Total Operating Expenses relates to the elimination of certain one-time stock
and fees relating to the Company's becoming a public firm.
The Company had a net loss from operations of $138,444 for the three months
ended March 31, 2005, of such net loss, approximately $10,000 was attributable
to non-cash changes related to depreciation and approximately $62,500 was
attributable to non-cash changes related to amortization of beneficial
conversion features of outstanding promissory notes of the Company. This 138,444
of net loss is a reduction of $268,111 when compared to the results for the
quarterly period ended March 31, 2004. 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.
LIQUITY AND CAPITAL RESOURCES
As of March 31, 2005, total current assets were $413,955 compared to current
assets of $455,466 for the same period in 2004. Total current liabilities for
the period ended March 31, 2005 were $672,281 compared to current liabilities of
$647,450 for the comparable period in 2004.
Net cash provided from operations for the period ended March 31, 2005 was
$76,826 compared to a loss of net cash used in operating activities of $110,401
for the same period in 2004. Net cash provided from investing activities for the
quarter ended March 31, 2005 was $0 compared to a loss of net cash from
investing activities for the same period in 2004 of $726.
As a result, net cash provided from financing activities for the period
ended March 31, 2005 was a loss of $55,485. Net cash provided from financing
activities for the period ended March 31, 2004 was $73,735. The net cash
increase for the period in 2005 was $21,341 compared with a net cash decrease of
$37,392 for the period ended March 31, 2004.
The Company requires $2 million of financing to expand its business operations
through the acquisition of other enterprises and the creation or organization of
offices outside of New York City such as New Jersey, Connecticut or Atlanta, in
addition to its outstanding debts of approximately $1,500,000 as of December 31,
2004. This financing is in addition to $500,000 already raised and a $200,000
commitment, less $25,000 which has previously been advanced to the Company and
spent in connection with the filing of its amended SB-2 registration statement.
We received an aggregate of $500,000 of Convertible Note financing from four (4)
unrelated parties, which we have already spent. We also received a commitment
from these parties to purchase an additional $200,000 of convertible debt
(subject to the Company's satisfaction of certain conditions as discussed under
the heading "Risk Factors") upon the effectiveness of the Company's registration
statement, of which there can be no assurance. The Company has previously been
advanced $25,000 in connection with the filing of its amended SB-2 registration
statement, which amount has been spent, and as a result will only receive
$175,000 in connection with the sale of the additional $200,000 in Convertible
Notes, which amount, if received, of which there can be no assurance, will
likely be used to pay down a portion of the Company's outstanding liabilities.
In connection with the Convertible Note financing, we issued Warrants to
purchase 500,000 shares of our Common Stock at an exercise price of $0.45 per
share. We will issue identical Warrants to purchase 200,000 shares of our Common
Stock along with the commitment to purchase an additional $200,000 of
convertible debt. At this time, no financing other than the $200,000 commitment
has been secured or identified. Our growth and continued operations could be
impaired by limitations on our access to the capital markets.
Without additional financing, we can continue our operations. However, if we
are unable to obtain additional financing upon terms that management deems
sufficiently favorable, or at all, it would have a material adverse impact upon
our ability to pursue our expansion strategy. There can be no assurance that
capital from outside sources will be available, or if such financing is
available, it may involve issuing securities senior to our Common Stock or
equity financings which are dilutive to holders of our Common Stock. In
addition, in the event we do not raise additional capital from conventional
sources, it is likely that our growth will be restricted and we may need to
scale back or curtail implementing our business plan.
The Company does not have any commitments or identified sources of
additional capital from third parties or from its officers, directors or
majority shareholders. The Company does expect to raise $175,000 from the sale
of Convertible Notes, upon the effectiveness of its Registration Statement,
after subtracting $25,000 which has previously been advanced to the Company and
spent in connection with the $200,000 of Convertible Notes. Additionally, the
Company has a $150,000 SBA loan and a $50,000 line of credit which is payable on
demand on January 1, 2009, and bears interest at bank prime rate plus 1% for any
outstanding operating indebtedness. However, there is no assurance that
additional financing will be available on favorable terms, if at all. The
balance on the line of credit was $74,884, as the bank allowed the Company to
borrow in excess of its $50,000 limit as of December 31, 2004 and the balance on
the SBA loan was $106,488 as of December 31, 2004.
Our auditors at the end of 2004 expressed an opinion that there is
substantial doubt about our ability to continue as a going concern primarily
because we have yet to generate sufficient working capital to support our
operations and our ability to pay outstanding employment taxes.
The success of the Company heavily depends upon the personal efforts and
abilities of MacDonald S. Tudeme and Marguerite M. Tudeme. Mr. Tudeme serves as
the Company's Chief Executive Officer, Marketing Manager and as a Director of
the Company. The Company has not entered into an employment agreement with Mr.
Tudeme. Ms. Tudeme serves as the Company's Secretary, Operations Manager and as
a Director of the Company. The Company has not entered into an employment
agreement with Ms. Tudeme. Mr. Tudeme and Ms. Tudeme may voluntarily terminate
their services at any time, although they currently have no plans to do so. The
Company currently has no key man insurance or life insurance policies on any
employees. The loss of Mr. Tudeme or Ms. Tudeme or other key employees could
have a material adverse effect on our business, results of operations or
financial condition. In addition, the absence of Mr. Tudeme or Ms. Tudeme will
force us to seek a replacement who may have less experience or who may not
understand our business, or we may not be able to find a suitable replacement.
If this were to happen, the Company may be forced to curtail or abandon its
business plan.
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.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations is based upon our 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 receivables, investment values, income taxes 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 incurred a net operating loss ("NOL") for the three
months ended March 31, 2005, 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 fiscal 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.
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 in 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.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our chief executive
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
quarterly report (the "Evaluation Date"), has concluded that as of the
Evaluation Date, our 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 our internal control over financial reporting during our
most recent fiscal quarter that materially affected, or were reasonably likely
to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of filing of this report, the Company was not a party to, nor
aware of, any legal proceedings involving the Company.
ITEM 2. CHANGES IN SECURITIES
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 ommissions
were paid by the Company.
The Comcpany issued 6,000,000 shares of its Common Stock, which were
registered pursuant to an S-8 registration statement, to a consultant for the
Company, Mr. Robert Sullivan, in December 2004. The Company may have been unable
to utilize a Form S-8 registration statement as it had outstanding comments with
the SEC in connection with its SB-2 registration statement at the time the S-8
registration statement was filed. The Company requested that the consultant who
was issued the S-8 shares return the shares to the Company for cancellation and
to the best of the Company's knowledge, the consultant has not sold any of the
6,000,000 shares as of the date of this filing. If the Company's S-8
registration statement is deemed invalid, the Company could face potential
liability from the SEC and/or the consultant to whom the shares were issued.
ITEM 5. OTHER INFORMATION
RELATED PARTY TRANSACTIONS
The Company has significant related party transactions and/or
relationships with the Company's President, MacDonald Tudeme. Mr. Tudeme has
guaranteed the Company's bank indebtedness up to $200,000 without charging a
fee. During the three months ended March 31, 2004, the Company received advances
from Mr. MacDonald Tudeme, a related party, in the form of a demand note in the
amount of $54,000. Interest will accrue at the rate of 9% until the note is
either converted to stock or paid in full.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------ ------------------------
10.1(1) Securities Purchase Agreement dated August 31, 2004
10.2(1) Callable Secured Convertible Note with AJW Partners, LLC,
dated August 31, 2004
10.3(1) Callable Secured Convertible Note with AJW Offshore, Ltd.,
dated August 31, 2004
10.4(1) Callable Secured Convertible Note with AJW Qualified Partners,
LLC, dated August 31, 2004
10.5(1) Callable Secured Convertible Note with New Millennium Capital
Partners II, LLC, dated August 31, 2004
10.6(1) Stock Purchase Warrant with AJW Partners, LLC, dated August
31, 2004
10.7(1) Stock Purchase Warrant with AJW Offshore, Ltd., dated August
31, 2004
10.8(1) Stock Purchase Warrant with AJW Qualified Partners, LLC, dated
August 31, 2004
10.9(1) Stock Purchase Warrant with New Millennium Capital Partners
II, LLC, dated August 31, 2004
10.10(1) Registration Rights Agreement dated August 31, 2004
10.11(1) Security Agreement dated August 31, 2004
10.12(1) Intellectual Property Security Agreement dated August 31, 2004
10.13(1) Engagement Letter with Wayne F. Richardson
10.14(1) Guarantee and Pledge Agreement dated August 31, 2004
10.15(2) Agreement and Plan of Acquisition with Abundant Nursing, Inc.
10.16(3) Modification of Loan Agreement with SBA
10.17(3) Amended and Restated Note with SBA
10.18(3) Agreement with BP
10.19(3) Agreement with Promptcare
10.20(3) Agreement with MidAtlantic
10.21(3) Agreement with Cabs
10.22(3) Agreement with NEI
16.1 (4) Letter from Wayne Richardson, CPA
(1) Filed as an Exhibit to the SB-2 Registration Statement filed on October 5,
2004, and incorporated herein by reference.
(2) Filed as Exhibit 2.1 to the Form 8-K filed on October 5, 2004, and
incorporated herein by reference.
(3) Filed as Exhibits to the Company's SB-2/A filed on January 21, 2005, and
incorporated herein by reference.
(4) Filed as Exhibit 16.1 to the Company's Form 8-K filed on March 4, 2005, and
incorporated herein by reference.
(B) REPORTS ON FORM 8-K
The Company filed a report on Form 8-K on September 10, 2004, to report
that on August 31, 2004 the Company entered into a Securities Purchase Agreement
with five entities to purchase callable secured convertible notes having an
aggregate principal amount of $700,000.
The Company filed a report on Form 8-K on October 5, 2004, to report
that effective October 1, 2004, the Company entered into an Agreement and Plan
of Acquisition and Merger to acquire Abundant Nursing, Inc., a Pennsylvania
Corporation.
The Company filed the following Reports on 8-K subsequent to the three
months ended December 31, 2004:
The Company filed a Report on Form 8-K/A on January 20, 2005, to
provide interim financial statements and a Statement of equity for the year
ended January 31, 2002 in accordance with Item 310(c)(3) of Regulation S-B in
connection with acquisition of 100% of the issued and outstanding shares of M.T.
Marketing Int. Corp.
The Company filed a Report on Form 8-K on March 4, 2005, to report that
effective July 31, 2003, the client auditor relationship between M.T. Marketing
Int. Corp. (the "Company") and Wayne Richardson, CPA ("Richardson") as the
former accountant resigned, effective July 31, 2003, in connection with the
Company's reverse merger transaction with JavaJuice.net ("JavaJuice") and that
effective August 1, 2003, the Company engaged Clyde Bailey P.C. ("Bailey"), the
former independent auditor of JavaJuice as its principal independent public
accountant for the fiscal year ended December 31, 2003. The decision to change
accountants was recommended and approved by the Company's Board of Directors on
July 29, 2003.
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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.
DATED: June 23, 2005
MT ULTIMATE HEALTHCARE CORP.
/s/ MACDONALD TUDEME
---------------------------------------
By: MacDonald Tudeme
Title: Chief Executive Officer
Exhibit 21.1
SUBSIDIARIES OF THE COMPANY:
(1) M.T. Marketing Int. Corp., a Nevada corporation.
(2) B.P. Senior Care, Inc., a New Jersey corporation.
(3) Abundant Nursing, Inc., a Pennsylvania corporation.