ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                          MT ULTIMATE HEALTHCARE CORP.

Pursuant to the provisions of Section 78.390 of the Nevada Revised Statutes, MT
Ultimate Healthcare Corp. (the "Corporation") adopts these Articles of Amendment
to the Articles of Incorporation.

The following amendments and additions to the Articles of Incorporation were
adopted by unanimous consent  of  the  Board of Directors pursuant to Section
78.315  of  the  Nevada  Revised  Statutes  and  by  consent  of  the  majority
shareholders  pursuant  to  Section  78.320  of  the  Nevada  Revised  Statutes.

                                   ARTICLE 4.
           THE NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE
           -----------------------------------------------------------

The capitalization of the Corporation is amended to reflect a 1:4 reverse stock
split, to re-authorize Four Hundred Million (400,000,000) shares of common
stock, and to re-authorize the par value of $0.001 per share of common stock.

The number of shares of the Corporation outstanding at the time of the adoption
of the foregoing  was  200,000,000  and  the number of shares entitled to vote
thereon was the  same.   The number of shares consenting to the action was
143,611,280.  The shareholders consenting to the action represent a majority of
the issued and outstanding shares.

     Effective this 18th day of September, 2003.


                                   /s/ MacDonald Tudeme
                                   ---------------------------------------------
                                   MacDonald  Tudeme,  Chief  Executive  Officer