UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
For the transition period from to
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Commission file number 000-49915
MT ULTIMATE HEALTHCARE CORP.
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(Exact name of small business issuer as specified in its charter)
NEVADA 88-0477056
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
45 Main Street, Suite 617, Brooklyn, New York 11201
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(Address of principal executive offices)
(718) 943-3400
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(Registrant's telephone number)
N/A
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(Former name and address)
Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of May 24, 2004, 52,060,040 shares of Common Stock of the issuer were
outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MT ULTIMATE HEALTHCARE CORP
CONSOLIDATED BALANCE SHEET
Unaudited
A S S E T S
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MARCH 31 DECEMBER 31
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Current Assets 2004 2003
- ---------------- ---------- -------------
Cash $ 17,366 $ 54,758
Accounts Receivable, net of allowance 228,464 197,034
Other Current Assets 21,160 20,172
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Total Current Assets 266,990 271,964
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Property, plant and equipment, net of accumulated depreciation 123,493 131,859
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Total Assets $ 390,483 $ 403,823
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L I A B I L I T I E S
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Current Liabilities
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Accounts Payable and accrued liabilities 89,347 59,867
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Current Portion Capital Lease 5,304 7,502
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Total Current Liabilities 94,651 67,369
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Long-Term Liabilities:
Bank Note 199,221 188,697
Notes Payable-Related Party 67,614 -
Capital Leases 10,047 12,252
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Total Long Term Liabilities 276,882 200,949
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Total Liabilities 371,533 268,318
S T O C K H O L D E R S ' E Q U I T Y
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Common Stock 51,760 50,600
Additional Paid-in-Capital 438,498 149,658
Accumulated Deficit (471,308) (64,753)
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Total Stockholders' Equity 18,950 135,505
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Total Liabilities and Stockholders' Equity $ 390,483 $ 403,823
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See accompanying notes to Financial Statements.
MT ULTIMATE HEALTHCARE CORP
STATEMENT OF OPERATIONS
UNAUDITED
FOR THE THREE MONTHS ENDED
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MARCH 31
2004 2003
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REVENUES:
- ---------
Revenues $ 414,356 $ 233,841
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Total Revenues 414,356 233,841
COST OF REVENUES:
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Cost of Revenues $ 339,524 $ 114,424
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Gross Profit $ 74,832 $ 119,417
EXPENSES:
- ---------
Salaries & Wages 69,735 41,425
Stock Issued for Services 290,000 -
Professional Fees 36,097 9,050
Depreciation 7,640 5,044
Interest Expense 3,486 776
Operating Expenses 74,429 37,978
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Total Expenses 481,387 94,273
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Net loss from Operations (406,555) 25,144
PROVISION FOR INCOME TAXES:
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Income Tax Benefit - -
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Net Income (Loss) $ (406,555) $ 25,144
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Basic and Diluted Earnings Per Common Share $ (0.01) $ 0.00
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Weighted Average number of Common Shares 51,180,000 34,000,000
============ ===========
used in per share calculations
See accompanying notes to Financial Statements.
MT ULTIMATE HEALTHCARE CORP
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
FOR THE THREE MONTHS ENDED
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MARCH 31
2004 2003
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Cash Flows from Operating Activities:
- ---------------------------------------
Net Income (Loss) $(406,555) $ 25,144
Adjustments to Reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 7,640 5,044
Stock Issued for Services 290,000 -
Changes in operating assets and liabilities:
Accounts Receivable (31,430) 3,114
Other Current Assets (988) 23,927
Accounts Payable and accrued liabilities 30,932 (249)
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Net Cash Provided from (Used In)Operating Activities (110,401) 56,980
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Cash Flows from Investing Activities:
- ---------------------------------------
Property, plant and equipment (726) (37,743)
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Net Cash Used in Investing Activities (726) (37,743)
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Cash Flows from Financing Activities:
- ---------------------------------------
Bank Note 10,524 (50,611)
Note Payable - Related Party 67,614 -
Capital Leases (4,403) -
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Net Cash Provided from (Used In) Financing Activities 73,735 (50,611)
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Net Increase in Cash (37,392) (31,374)
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Cash Balance, Begin Period 54,758 33,690
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Cash Balance, End Period $ 17,366 $ 2,316
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Supplemental Disclosures:
Cash Paid for interest $ 3,486 $ 776
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Cash Paid for income taxes $ - $ -
========== =========
See accompanying notes to Financial Statements.
MT Ultimate Healthcare Corp
Notes to Financial Statements
March 31, 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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ORGANIZATION
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The Company was originally incorporated under the laws of the State of
Nevada on September 13, 2001 for the purpose to promote and carry on any lawful
business for which a corporation may be incorporated under the laws of the State
of Nevada. The company has a total of 400,000,000 authorized shares with a par
value of $.001 per share and with 51,760,000 shares issued and outstanding as of
March 31, 2004. The Company filed an amended Articles of Incorporation with the
State of Nevada on August 15, 2003 to change the name to MT Ultimate Healthcare
Corp from Java Juice.net and to increase the authorized shares to 400,000,000
common shares. Also, the Company agreed to a 80 to 1 forward split of the shares
in this amended filing. On September 29, 2003, the Company agreed to a 1 for 4
reverse split. These financial statements reflect these filings.
FINANCIAL STATEMENT PRESENTATION
- ----------------------------------
The consolidated unaudited interim financial statements of the Company as
of March 31, 2004 and for the three months ended March 31, 2004, included herein
have been prepared in accordance with the instructions for Form 10QSB under the
Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X
under the Securities Act of 1933, as amended. The December 31, 2003 Consolidated
Balance Sheet was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations relating
to interim consolidated financial statements.
In the opinion of management, the accompanying consolidated unaudited
interim financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of the
Company at March 31, 2004, and the results of their operations for the three
months ended March 31, 2004 and 2003, and their cash flows for the three months
ended March 31, 2004 and 2003.
The results of operations for such periods are not necessarily indicative
of results expected for the full year or for any future period. These financial
statements should be read in conjunction with the audited consolidated financial
statements as of December 31, 2003 and related notes included in the Company's
Form 10-KSB filed with the Securities and Exchange Commission.
BASIS OF PREPARATION AND PRESENTATION:
The accompanying consolidated financial statements have been prepared to
reflect the legal acquisition on August 8, 2003 of MT Marketing International
Inc. ("Marketing") by MT Ultimate Healthcare Inc. formerly Java Juice.net
("Ultimate") (the "Acquisition"). The consolidated financial statements of
Ultimate give effect to the Acquisition under which the shareholders of
Marketing exchanged all of their common shares of Marketing for common shares of
Ultimate.
Notwithstanding its legal form, the Acquisition has been accounted for as a
reverse takeover, as the former shareholders of Marketing own in aggregate
approximately 72% of the common shares of Ultimate, and so are now the majority
shareholders of Ultimate. Also, as Ultimate was an inactive company with nominal
net non-monetary assets, the Acquisition has been accounted for as an issuance
of stock by Marketing accompanied by a recapitalization.
As required under reverse takeover accounting, these financial statements
have been issued under the name of Ultimate and reflect the share capital
structure of Ultimate. However, they reflect the financial statements of
Marketing and account for the Acquisition as an acquisition of Ultimate by
Marketing. The consolidated financial statements therefore include:
(a) a consolidated balance sheet prepared from the audited balance sheets of
Ultimate and Marketing at March 31, 2004.
(b) consolidated statements of operations, cash flows and changes in
shareholders' equity prepared from the audited statements of operations,
cash flows and changes in shareholders' equity (deficit) of Marketing for
the periods from January 1, 2004 to March 31, 2004 with a comparative
figures for the similar period from January 1, 2003 to March 31, 2003.
PRINCIPLES OF CONSOLIDATION
- -----------------------------
The accompanying consolidated financial statements include the accounts of
MT Ultimate Healthcare Corp and it's wholly owned subsidiary MT Marketing
International Inc. collectively "the Company"). Investments in which the Company
does not have a majority voting or financial controlling interest are accounted
for under the equity method of accounting unless its ownership constitutes less
than a 20% interest in such entity for which such investment would then be
included in the consolidated financial statements on the cost method. All
significant inter-company transactions and balances have been eliminated in
consolidation.
ACCOUNTING METHOD
- ------------------
The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes. A total of $12,877 has been recorded in the financial
statements for the six months period ended December 31, 2003.
EARNINGS PER COMMON SHARE
- -------------------------
The Company adopted Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share," which simplifies the computation of earnings per share
requiring the restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted
average number of common shares and dilutive securities outstanding. Dilutive
securities having an anti-dilutive effect on diluted earnings per share are
excluded from the calculation.
NOTE 2 - COMMON STOCK
- -----------------------
In February 2004, a total of 1,160,000 shares of common stock were issued
for services to consultants. These shares have been valued at $.25 per share for
a total of $290,000.
NOTE 3 - RELATED PARTIES
- --------------------------
The Company has significant related party transactions and/or relationships
with the Company's President, MacDonald Tudeme. Mr. Tudeme have guaranteed the
Company's bank indebtedness up to $200,000 without charging a fee. The Company
entered into a flexible lease for office space in Brooklyn, New York with its
majority shareholders and Directors, MacDonald Tudeme and Marguerite Tudeme, who
own the leased property. The lease commitment was $550 per month and was
terminated October 31, 2003. For the quarter ended March 31, 2004 the same
related party advanced the Company $17,614 on a demand note without interest.
Another shareholder has advanced the Company a total of $50,000 during
the quarter.
NOTE 4 - NOTES PAYABLE
- ------------------------
During the quarter ended March 31, 2004, the Company received advances from
a related party a demand note in the amount of $50,000. Interest will accrue at
the rate of 9% until the note is either converted to stock or paid in full.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A
RESULT OF THE RISKS SET FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS
USED IN MAKING SUCH FORWARD LOOKING STATEMENTS.
OVERVIEW
The Registrant was originally incorporated under the name JavaJuice.net
("JavaJuice") on September 13, 2000. On August 8, 2003, the Registrant acquired
100% of the outstanding shares of M.T. Marketing Int. Corp., a Nevada
corporation (hereinafter "MT"), pursuant to an Exchange Agreement. As a result
of the Exchange Agreement, the business of MT became the business of the
Registrant, control of the Registrant shifted to the former MT shareholders and
the Registrant subsequently changed its name to MT Ultimate Healthcare Corp.
The Registrant is a holding company for MT. All operations discussed in
this Form 10-QSB were conducted by MT. The term "Company" as used herein
includes both MT Ultimate Healthcare Corp. and M.T. Marketing Int. Corp.
In September 2003, the Company completed an 80:1 forward stock split of its
issued and outstanding common stock. Also in September 2003, the Company
completed a 1:4 reverse stock split of its issued and outstanding common stock.
The effects of both stock splits have been retroactively reflected in this
report.
MT currently operates a payroll nurse staffing and homecare business by
providing healthcare professionals such as Certified Nursing Assistants, Nurse
Technicians, Licensed Practical Nurses and Registered Nurses to hospitals,
nursing homes, licensed home care services agencies ("LHCSAs"), other
health-related businesses, and to the homes of the elderly, sick and
incapacitated.
KNOWN TRENDS, EVENTS AND UNCERTAINTIES
The Company is actively seeking to expand its operations both within New
York City and the surrounding, New Jersey, Connecticut and upstate New York
areas. The Company also actively seeks to broaden its service and product
offerings. During the first quarter of 2004, the Company focused its energy on
expanding its business. The Company opened a "high-tech" nursing office in
Baldwin, New York in addition to securing licensure to operate a LHCSA and
signing certain letters of intent, as discussed below.
In January 2004, the Company received a license from the State of New York,
Department of Health, effective December 9, 2003, to operate as a LHCSA in the
five boroughs of New York City: The Bronx, Brooklyn, Manhattan, Queens and
Staten Island, as well as in Nassau County. The Company now has the ability to
provide a full range of medically necessary healthcare services. The licensure
allows the Company to reach a broader audience of clients requiring skilled,
in-home healthcare services such as health planning therapy, drug injections and
medication delivery. The licensure also provides the Company with access to
client referrals from hospitals, skilled nursing and long-term care facilities
that were previously unavailable to the Company.
In February 2004, the Company established a high tech infusion nursing
department that will allow staff to provide highly-specialized nursing services
to the Company's clients. With the addition of this new department, the
Company's clients can now be referred by doctors, insurance companies or
infusion companies to receive highly skilled, in-home specialty health care
service by the Company's staff of appropriately qualified registered nursing
professionals.
The Company recently signed two contracts. In February 2004, the Company
signed a contract with Christian Pilgrim Outreach ("CPO"). Under the contract,
CPO will provide the Company with access to more than 400 medically trained
personnel worldwide over a three-year period. In March 2004, the Company signed
a contract with MidAtlantic Home Infusion Company ("MidAtlantic") to provide
MidAtlantic on an as-needed basis with specialized nursing personnel qualified
to provide home infusion therapy to patients in the New York City area over the
next several years.
The Company recently signed two letters of intent: one to acquire BP Senior
Care and the other to acquire LePharmacy.com ("LePharmacy"). BP Senior Care is
a privately-held, 24-hour healthcare provider in New Jersey. LePharmacy is a
Canadian based prescription drug Internet and mail-order company that sells its
products via the website www.lepharmacy.com. LePharmacy receives a predominate
portion of its revenue from customers that are not covered by insurance and in
need of lower priced prescription drugs. The Company expects that, due to these
negotiations, its license to operate as a LHCSA, and the new contract with
MidAtlantic, the Company will depend less heavily on the City of New York
Hospitals as a source of revenue by the end of 2004, discussed below under the
heading "RISK FACTORS."
COMPARISON OF OPERATING RESULTS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2003
Prior to the acquisition of MT on August 8, 2004, the Company did not have
any sales revenue or cost of revenue, and the Company was considered a
development stage enterprise, as defined in Financial Accounting Standards Board
No. 7. MT, the Company's wholly-owned subsidiary, was an operating company
prior to the reverse merger.
Revenues increased $180,515 from $233,841 for the three months ended March
31, 2003 to $414,356 (or 77%) for the three months ended March 31, 2004. The
increase in revenues was due to the increase in infusion services and skilled
nurse services.
Cost of revenues increased $225,100 from $114,424 for the three months
ended March 31, 2003 to $339,524 ( or 197%) for the three months ended March 31,
The increase in cost of revenues was due to the costs associated with
being a publicly traded company.
Gross profit decreased $44,585 from $119,417 for the three months ended
March 31, 2003 to $74,832 ( or 37%) for the three months ended March 31, 2004.
The decrease in gross profit was attributable to the increase in cost of
revenues that was slightly offset by the increase in revenues.
Gross profit as a percentage of sales ("gross profit margin") decreased to
18% for the three months ended March 31, 2004 from 51% for the three months
ended March 31, 2003, to the increase in cost of revenues.
The Company had total expenses of $481,387 for the three months ended March
31, 2004, as compared to total expenses of $94,273 for the three months ended
March 31, 2003. The expenses for the three months ended March 31, 2004
consisted of the following: $69,735 of salaries and wages, $290,000 of stock
issued for services, $36,097 of professional fees, $7,640 of depreciation,
$3,486 of interest expense, and $74,429 of operating expenses. In comparison,
the expenses for the three months ended March 31, 2003 consisted of $41,425 of
salaries and wages, no stock issued for services, $9,050 of professional fees,
$5,044 of depreciation, $766 of interest expense, and $37,978 of operating
expenses. The increase in expenses was primarily due to the Company's expansion
efforts and the issuance of stock to consultants in exchange for their services.
For the three months ended March 31, 2004, the Company had a net loss from
operations of $406,555, as compared to a net income of $25,144 for the three
months ended march 31, 2003. The change in position from net income to net loss
is due to the increase in cost of revenues and the increase in expenses.
Although the Company has incurred a net operating loss ("NOL"), no tax
benefit is being recorded at this time because there is no assurance the the
Company will recover the NOL.
The Company had a net loss of $406,555 for the three months ended March 31,
2004, as compared to a net income of $25,144 for the three months ended March
31, 2003. The change in position from net income to net loss is due to the
increase in cost of revenues and the increase in expenses.
As of March 31, 2004, the Company had an accumulated deficit of $471,308.
LIQUITY AND CAPITAL RESOURCES
As of March 31, 2004, total current assets were $266,990 which consisted of
$17,366 of cash, $228,464 of accounts receivable, net of an allowance for
doubtful accounts, and $21,160 of other current assets.
As of March 31, 2004, total current liabilities were $94,651 which
consisted of $89,347 of accounts payable and accrued liabilities and $5,304 of
current portion of capital leases.
Net working capital was $172,339 at March 31, 2004. The ratio of current
assets to current liabilities was 2.82.
The Company had a net decrease in cash of $37,392 for the three months
ended March 31, 2004. The Company used $110,401 of cash in operating
activities, consisting of the Company's net loss of $406,555, an increase of
$31,430 in accounts receivable and an increase of $988 in other current assets
which were offset by an adjustment of $7,640 for depreciation and an adjustment
of $290,000 for stock issued for services.
Cash flows from financing activities were $73,735 for the three months
ended March 31, 2004, consisting of an increase of bank notes in the amount of
$10,524, a increase in notes payable to a related party of $67,614 and a
decrease in capital leases in the amount of $4,403.
The Company spent $726 on property, plant and equipment during the three
months ended march 31, 2004.
Interest expense was $6,636 for the three months ended March 31, 2004. As
described in Note 7 of Notes to Financial Statements included in "Item 7 -
Financial Statements," the Company has two lines of credit with variable
interest rates that are underwritten by the Small Business Administration. As
of March 31, 2004, $47,500 with a 6% interest rate was outstanding under one
line of credit and $141,197 with a 5% interest rate was outstanding under the
other line of credit. The lines of credit mature on January 29, 2009 and
January 1, 2005, respectively.
The Company has several capital leases for computers and telephone
equipment. The aggregate capital amount of the leases is $15,351 of which
$5,304 is the current portion of the lease commitment.
Need for Additional Financing. The Company needs to obtain equity financing
of approximately $2,000,000 to expand its business operations. Such an
investment would allow the Company to increase working capital by $1,750,000 and
expand its operations through the acquisition of other enterprises and the
creation or organization of offices outside of New York City such as New Jersey,
Connecticut or Atlanta. Our plan of expansion will require an additional
$3,000,000 of capital in the next two (2) to three (3) years. In February 2004,
an entity that is not affiliated with the Company, purchased 200,000 restricted
shares of common stock in consideration for $50,000. The Company plans to use
the proceeds from such investment for general working capital purposes. At this
time, the Company does not have any commitments for additional financing either
from its officers, directors and affiliates or otherwise. There can be no
assurance that any new capital will be available to the Company or that adequate
funds will be sufficient, whether from the Company's financial markets, or other
arrangements will be available when needed or on terms satisfactory to the
Company. If adequate funds are not available to us on acceptable terms, we will
have to delay, curtail or scale back some or all of its operations. If we are
unable to raise additional capital, it would have a materially adverse effect
upon our ability to expand our business operations.
RISK FACTORS
Highly Competitive Nature of Our Business. The medical staffing industry
is both highly fragmented and highly competitive. There are a large number of
firms engaged in the provision of medical personnel. A significant number of
these companies are small competitors operating on a localized basis. There
are, however, a few larger companies that operate on a national basis and that
have more resources than the Company. The Company believes that its unique
marketing approach, coupled with innovative methods for identifying skilled
personnel offer the Company a competitive advantage in the industry. If the
Company is unable to realize a competitive advantage, it would have a material
adverse effect on the Company's business and operations.
Reliance on Key Management. Our success is highly dependent upon the
continued services of the following three people: MacDonald Tudeme, our Chief
Executive Officer and Marketing Manager; Wayne Richardson, our Chief Financial
Officer; and Marguerite Tudeme, our Operations Manager. If any of the foregoing
persons were to leave us, it could have a materially adverse effect upon our
business and operations.
Regulation of LHCSAs by the New York Department of State. In January 2004,
the Company received a license from the State of New York, Department of Health,
effective December 9, 2003, to operate as a LHCSA in the five boroughs of New
York City and in Nassau County. The Company was required to prepare operating
manuals as part of the approval process. Home healthcare licensure requires the
Company to make sure that its staff is appropriately qualified, trained and
supervised to provide skilled, in-home healthcare services. The Company will be
subject to unannounced surveys to assess its compliance with state and federal
standards governing the quality and scope of the services it provides. If the
Company fails to comply with the government regulations, it could have a
materially adverse effect on the Company's business and its operations including
the revocation of its license as a LHCSA.
Dependence on Major Client. Presently, our major client is the City
of New York Hospitals. We have taken steps to broaden our client base by
signing contracts with CABS and MidAtlantic. We have also taken steps to
broaden our service and product offerings by becoming licensed to operate as a
LHCSA and by entering into negotiations with BP Senior Care and LePharmacy. The
Company expects that, due to these events, the Company will depend less heavily
on the City of New York Hospitals as a source of revenue by the end of 2004.
If, however, this is not the case and we are unable to broaden our client base,
the continued reliance upon New York City Hospitals could have a materially
adverse effect upon our business and operations.
Shortage of Healthcare Professionals in the Industry. Presently, the
healthcare industry is experiencing a growing shortage of healthcare
professionals especially Licensed Practical Nurses and Registered Nurses.
One of our major marketing efforts is to recruit these professionals in the
United States and to attract foreign professionals. If we are not successful
in our efforts, this could have a materially adverse effect upon our ability
to sustain growth pursuant to our business strategy.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On
an on-going basis, we evaluate our estimates, including those related to
uncollectible receivables, investment values, income taxes and contingencies.
We base our estimates on various assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:
Federal Income Tax. The Company has adopted the provisions of Financial
Accounting Standards Board Statement No. 109, Accounting for Income Taxes. The
Company accounts for income taxes pursuant to the provisions of the Financial
Accounting Standards Board Statement No. 109, "Accounting for Income Taxes",
which requires an asset and liability approach to calculating deferred income
taxes. The asset and liability approach requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of temporary
differences between the carrying amounts and the tax basis of assets and
liabilities. The Company incurred a net operating loss ("NOL") of $406,555 for
the three months ended March 31, 2004, however, because there is no assurance of
recovery of the NOL, it has been fully offset and the Company does not have a
deferred tax asset with respect to any portion thereof. The valuation allowance
will be evaluated at THE END OF EACH YEAR, considering positive and negative
--------------------
evidence about whether the deferred tax asset will be realized. At that time,
the allowance will either be increased or reduced; reduction could result in the
complete elimination of the allowance if positive evidence indicates that the
value of the deferred tax assets is no longer impaired and the allowance is no
longer required.
Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure on contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Accounting Method. The Company's financial statements are prepared using
the accrual method of accounting. Revenues are recognized when earned and
expenses when incurred. Fixed assets are stated at cost. Depreciation and
amortization using the straight-line method for financial reporting purposes and
accelerated methods for income tax purposes. A total of $7,640 has been recorded
in the financial statements for the three months period ended March 31, 2004.
Cash and Cash Equivalents. The Company considers all highly liquid debt
instruments with a maturity of three months or less at the time of purchase to
be in cash equivalents. Cash and cash equivalents consist of checking accounts
and money market funds.
Fair Value of Financial Instruments. The carrying amounts of financial
instruments including cash and cash equivalents, accounts receivable and
payable, accrued and other current liabilities and current maturities of
long-term debt approximate fair value due to their short maturity.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and chief financial officer, after evaluating the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this quarterly report (the "Evaluation Date"), have concluded that as
of the Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act of 1934
is 1) recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms; and 2) accumulated and
communicated to him as appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in internal control over financial reporting. There were no
significant changes in our internal control over financial reporting during our
most recent fiscal quarter that materially affected, or were reasonably likely
to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of filing of this report, the Company was not a party to,
nor aware of, any legal proceedings involving the Company.
ITEM 2. CHANGES IN SECURITIES
(c) On January 15, 2004, the Company issued 100,000 shares, and on February
10, 2004, the Company issued 400,000 shares (or an aggregate of 500,000 shares)
of common stock which were not registered under the Act to Arthur Wheeler as
additional consideration for entering into a Consulting Services Agreement with
the Company. The Company claims an exemption from registration afforded by
Section 4(2) of the Act since the foregoing issuances did not involve a public
offering, the recipients took the shares for investment and not resale and the
Company took appropriate measures to restrict transfer. No underwriters or
agents were involved in the foregoing issuances and no underwriting discounts or
commissions were paid by the Company.
On February 10, 2004, the Company issued 500,000 shares of common stock
which were not registered under the Act to Maria Francois as additional
consideration for entering into an Employment Agreement with the Company. On
that same date, the Company issued 250,000 shares of common stock which were not
registered under the Act to Robert Feldman for consulting services. Also on
that same date, the Company issued 10,000 shares of common stock which were not
registered under the Act to Edna Madu as an incentive to join the Company as its
first Director of Patient Services. The Company claims an exemption from
registration afforded by Section 4(2) of the Act since the foregoing issuances
did not involve a public offering, the recipients took the shares for investment
and not resale and the Company took appropriate measures to restrict transfer.
No underwriters or agents were involved in the foregoing issuances and no
underwriting discounts or commissions were paid by the Company.
On February 24, 2004, the Company issued 200,000 shares of common stock
which were not registered under the Act to Dutchess Corporation to convert
$50,000 of indebtedness that the Company owed to Dutchess Corporation into
equity. The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the recipients took the shares for investment and not resale and the Company
took appropriate measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuances and no underwriting discounts or commissions
were paid by the Company.
ITEM 5. OTHER INFORMATION
Related Party Transactions
--------------------------
The Company has significant related party transactions and/or relationships with
the Company's President, MacDonald Tudeme. Mr. Tudeme has guaranteed the
Company's bank indebtedness up to $200,000 without charging a fee. During the
three months ended March 31, 2004, the Company received advances from a related
party in the form of a demand note in the amount of $50,000. Interest will
accrue at the rate of 9% until the note is either converted to stock or paid in
full. For the quarter ended March 31, 2004 the same related party advanced the
Company $17,614 on a demand note without interest.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit No. Description
31.1 Certificate of the Chief Executive
Officer pursuant Section 302 of the
Sarbanes-Oxley Act of 2002 *
31.2 Certificate of the Chief Financial
Officer pursuant Section 302 of the
Sarbanes-Oxley Act of 2002 *
32.1 Certificate of the Chief Executive
Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 *
32.2 Certificate of the Chief Financial
Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 *
* Filed Herein.
b) Reports on Form 8-K
The Company did not file any reports of Form 8-K during the quarter for
which this report is being filed.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MT ULTIMATE HEALTHCARE CORP.
DATED: May 24, 2004 By: /s/ MacDonald Tudeme
------------------------
MacDonald Tudeme
Chief Executive Officer
DATED: May 24, 2004 By: /s/ Wayne Richardson
------------------------
Wayne Richardson
Chief Financial Officer
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, MacDonald Tudeme, certify that:
1. I have reviewed this Quarterly 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. The small business issuer's other certifying officer and I are
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. The small business issuer's other certifying officer and I have
disclosed, based on our 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
reasonably 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.
Date: May 24, 2004
By: /s/ MacDonald Tudeme
-------------------------------
MacDonald Tudeme,
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wayne Richardson, certify that:
1. I have reviewed this Quarterly 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. The small business issuer's other certifying officer and I are
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. The small business issuer's other certifying officer and I have
disclosed, based on our 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
reasonably 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.
Date: May 24, 2004
By: /s/ Wayne Richardson
-------------------------------
Wayne Richardson
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, MacDonald Tudeme, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of MT Ultimate Healthcare Corp. on Form 10-QSB for the quarterly period
ended March 31, 2004 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-QSB fairly presents in all material respects the financial
condition and results of operations of MT Ultimate Healthcare Corp.
By:/s/ MacDonald Tudeme
--------------------------
Macdonald Tudeme
Chief Executive Officer
May 24, 2004
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Wayne Richardson, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of MT Ultimate Healthcare Corp. on Form 10-QSB for the quarterly period
ended March 31, 2004 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-QSB fairly presents in all material respects the financial
condition and results of operations of MT Ultimate Healthcare Corp.
By:/s/ Wayne Richardson
--------------------------
Wayne Richardson
Chief Financial Officer
May 24, 2004