Exhibit  31.1

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

I, MacDonald Tudeme, certify that:

1. I have reviewed this Annual Report on Form 10-QSB 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. I am 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 most recent fiscal quarter (the small business issuer's
     fourth fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5. I have disclosed, based on, my 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 reasonable
     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.

June 23, 2005



                                       MT ULTIMATE HEALTHCARE CORP.


                                           /s/ MACDONALD TUDEME
                                       -----------------------------------------
                                       By: MacDonald  Tudeme
                                       Title: Chief Executive Officer and Chief
                                              Financial Officer