Exhibit 32.1


                       Certification Pursuant to 18 U.S.C.
                      Section 1350, as Adopted Pursuant to
                      Section 906 of the Sarbanes-Oxley Act
                       of 2002 (Chief Executive Officer &
                            Chief Financial Officer)

         In connection with the filing with the United States Securities and
Exchange Commission of Ultimate Franchise Systems, Inc.'s (the "Company")
Quarterly Report on Form 10-QSB for the period ended December 31, 2004 (the
"Report"), the undersigned, the Chief Executive Officer & Chief Financial
Officer of the Company, hereby certify (i) in my capacity as an officer of the
Company, (ii) to each of my own respective actual knowledge, and (iii) solely
for the purpose of compliance with 18 U.S.C. ss.1350, that:

         (1)      the Report fully complies with the requirements of ss.13(a) or
                  15(d) of the Securities Exchange Act of 1934, as amended; and

         (2)      the information contained in the Report fairly presents, in
                  all material respects, the final condition and results of
                  operations of the Company.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate on
February 22, 2005.


                                      ULTIMATE FRANCHISE SYSTEMS, INC.


                                      By: /s/ Christopher M. Swartz
                                         -------------------------------
                                         Chief Executive Officer &
                                         Chief Financial Officer