SEC FILE NUMBER: 000-49915
                     CUSIP NUMBER: 553778 20


             U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 12b-25

                   NOTIFICATION OF LATE FILING

(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR

For Period Ended: September 30, 2005

[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR

For the Transition Period Ended: _________________

     Read Attached Instruction Sheet Before Preparing Form.
                      Please Print or Type.

    Nothing in this form shall be construed to imply that the
    Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

                             PART I
                     REGISTRANT INFORMATION

Full Name of Registrant         MT ULTIMATE HEALTHCARE CORP.

Former Name if Applicable       NA

Address of Principal Executive
Offices (Street and Number)     45 MAIN STREET, SUITE 617

City, State and Zip Code        BROOKLYN, NEW YORK 11201


                             PART II
                     RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check appropriate box)

/X/ (a) The reasons described in reasonable detail in Part III of this form
        could not be eliminated without unreasonable effort or expense;

/X/ (b) The subject annual report, semi-annual report, transition report on
        Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
        be filed on or before the 15th calendar day following the prescribed
        due date; or the subject quarterly report or transition report on Form
        10-Q, 10-QSB, or portion thereof will be filed on or before the fifth
        calendar day following the prescribed due date; and

/ / (c) The accountant's statement or other exhibit required by Rule 12b-25 )
        has been attached if applicable.

                            PART III
                            NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K.
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if
needed.)

The registrant has experienced delays in completing its financial statements
for the fiscal quarter ended September 30, 2005, as the Company's auditor has
not had sufficient time to conduct such review. As a result, the registrant is
delayed in filing its Form 10-QSB for the fiscal quarter ended September 30,
2005.

                             PART IV
                        OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

      MacDonald Tudeme  (718)        943-3400
      (Name)            (Area Code) (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of
      the Securities Exchange Act of 1934 or Section 30 of the Investment
      Company Act of 1940 during the preceding 12 months or for such shorter
      period that the registrant was required to file such report(s) been
      filed? If the answer is no, identify report(s).

      [X] Yes [ ] No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or
      portion thereof?

      [ ] Yes [X] No

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.


                  MT ULTIMATE HEALTHCARE CORP.
           --------------------------------------------
          (Name of Registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date  November 10, 2005            By /s/ MacDonald Tudeme
      --------------                  -------------------------------
                                      MacDonald  Tudeme,
                                      Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

                            ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).

                      GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the Form will be made a matter of the public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notification must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.