MT Ultimate Healthcare Corp.
18301 Von Karman, Suite 205
Irvine, California 92612
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February 16, 2006
VIA EDGAR AND FEDERAL EXPRESS
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Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Jeffrey Riedler, Assistant Director
Division of Corporation Finance
Re: MT Ultimate Healthcare Corp.
Preliminary Information Statement on Schedule 14C
File No. 0-49915
Preliminary Information Statement filed January 23, 2006
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of
the Commission as set forth in a comment letter dated February 9, 2006 (the
"Comment Letter") relating to the Preliminary Information Statement (the
"Information Statement") of MT Ultimate Healthcare Corp. (the "Company"). The
answers set forth herein refer to each of the Staffs' comments by number. We
plan to file a Definitive Information Statement reflecting our responses to
the Staff's comments.
Proposal 1 - Amendment to Articles of Incorporation
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Creation of Blank Check Preferred Stock
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1. Please expand the discussion to indicate whether there are any plans,
agreement or understandings to issue any of the newly authorized preferred
shares that are the subject of the amendment.
Response
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The seventh (final) paragraph of the section of the Information Statement
entitled "PROPOSAL 1-AMENDMENT TO ARTICLES OF INCORPORATION--WHAT IS THE
PURPOSE OF THE AMENDMENT?-Creation of Blank Check Preferred Stock" reads
as follows:
Securities and Exchange Commission
February 16, 2006
Page 2 of 3
"The Company has no present plans, arrangements, commitments or
understandings for the issuance of shares of preferred stock."
In the Definitive Information Statement, we will move the foregoing
paragraph to be the fourth paragraph of the section of the Information
Statement entitled "PROPOSAL 1-AMENDMENT TO ARTICLES OF
INCORPORATION--WHAT IS THE PURPOSE OF THE AMENDMENT?-Creation of Blank
Check Preferred Stock" to clarify that the statement is not limited to the
anti-takeover context.
In addition, we will add the following new final paragraph to that
section:
"The Board of Directors is not aware of any attempt, or contemplated
attempt, to acquire control of the Company, and this proposal is not
being presented with the intent that it be utilized as a type of
anti-takeover device."
Interests of Certain Persons in Matters to be Acted Upon
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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.
Response
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In the Definitive Information Statement, we will revise the third
paragraph of the section of the Information Statement entitled "PROPOSAL
1-AMENDMENT TO ARTICLES OF INCORPORATION INTEREST OF CERTAIN PERSONS IN
MATTERS TO BE ACTED UPON" to clarify that the proposed authorization of
"blank check" preferred stock may permit Mr. Walters and Mr. Moore to
continue to exercise control over corporate transactions and other matters
even if their ownership of our Common Stock is diluted to less than a
majority as a result of future share issuances by us or share dispositions
by them.
Financial Statement Comments
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3. We note your responses to comments 7-9 and 29-48 and look forward to the
receipt 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.
Securities and Exchange Commission
February 16, 2006
Page 3 of 3
Response
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We have engaged Chisholm, Bierwolf & Nilson, LLC, our current independent
registered public accounting firm, to re-audit our financial statements
for the year ended December 2004 and to audit other financial information
referenced in the Staff's comments. We currently anticipate that this
process will be complete, and that we will be able to respond to the
Staff's comments by separate letter and amended filings, on or before
April 15, 2006.
We trust that the foregoing appropriately addresses the issues raised by
your recent Comment Letter. Thank you in advance for your prompt review and
assistance.
Very truly yours,
/s/ David Walters
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David Walters
Chief Executive Officer