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 June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT
For the transition period from to
Commission file number 000-49915
MT ULTIMATE HEALTHCARE CORP.
----------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0477056
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
45 Main Street, Suite 617, Brooklyn, New York 11201
--------------------------------------------------
(Address of principal executive offices)
(718) 943-3400
--------------
(Registrant's telephone number)
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 August 18, 2004, 52,960,040 shares of Common Stock of the issuer were
outstanding.
PART I. FINANCIAL INFORMATION
MT ULTIMATE HEALTHCARE CORP
CONSOLIDATED BALANCE SHEET
Unaudited
A S S E T S
-----------
JUNE 30, DECEMBER 31
---------- -----------
Current Assets 2004 2003
- ---------------
Cash $ - $ 54,758
Accounts Receivable, net of allowance 347,088 197,034
Other Current Assets 35,009 20,172
---------- -----------
Total Current Assets 382,097 271,964
---------- -----------
Property, plant and equipment, net of
accumulated depreciation 115,853 131,859
---------- -----------
Total Assets $ 497,950 $403,823
========== ===========
L I A B I L I T I E S
---------------------
Current Liabilities
- --------------------
Accounts Payable and accrued liabilities 52,080 59,867
Cash Overdraft 1,345
Note Payable 44,983 -
Current Portion Capital Lease 8,568 7,502
---------- -----------
Total Current Liabilities 106,976 67,369
---------- -----------
Long-Term Liabilities:
Bank Note 148,197 188,697
Notes Payable-Related Party 192,614 -
Capital Leases 7,574 12,252
---------- -----------
Total Long Term Liabilities 348,385 200,949
---------- -----------
Total Liabilities 455,361 268,318
S T O C K H O L D E R S ' E Q U I T Y
-----------------------------------------
Common Stock
400,000,000 authorized shares, par value $.001
52,060,040 and 50,600,000 shares issued and outstanding 52,060 50,600
Additional Paid-in-Capital 537,342 149,658
Accumulated Profits /( Deficit) (546,813) (64,753)
---------- -----------
Total Stockholders' Equity 42,589 135,505
---------- -----------
Total Liabilities and Stockholders' Equity $ 497,950 $403,823
========== ============
See accompanying notes to Financial Statements
2
MT ULTIMATE HEALTHCARE CORP
STATEMENT OF OPERATIONS
UNAUDITED
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE,30 JUNE,30
------- -------
2004 2003 2004 2003
------------ ----------- ------------ ---------
REVENUES:
- ---------
Revenues $ 466,975 $ 220,935 $ 881,331 $ 454,776
------------ ----------- ------------ ---------
Total Revenues 466,975 220,935 881,331 454,776
COST OF REVENUES:
- -----------------
Cost of Revenues $ 325,085 $ 153,818 $ 664,609 $ 268,242
------------ ----------- ------------ ---------
Gross Profit $ 141,890 $ 67,117 $ 216,722 $ 186,534
G&A EXPENSES
- ------------
Salaries & Wages 111,334 16,473 181,069 57,898
Stock Issued for Services - - 290,000 -
Professional Fees 33,826 8,530 69,923 17,580
Rent 21,582 3,500 43,164 6,000
Depreciation 7,640 5,044 15,280 10,088
Interest Expense 1,708 5,181 5,194 5,957
Operating Expenses 41,305 16,996 94,152 48,974
------------ ----------- ------------ ---------
Total Expenses 217,395 55,724 698,782 146,497
------------ ----------- ------------ ---------
Net Income / ( loss ) from Operations (75,505) 11,393 (482,060) 40,037
PROVISION FOR INCOME TAXES:
- ---------------------------
Income Tax Benefit - - - -
------------ ----------- ------------ ---------
Net Income (Loss) $ (75,505) $ 11,393 $ (482,060) $ 40,037
============ =========== ============ =========
Basic and Diluted Earnings Per Common Share $ (0.01) $ 0.00 $ (0.01) $ 0.00
------------ ----------- ------------ ---------
Weighted Average number of Common Shares 52,060,040 9,050,000 52,060,040 9,050,000
used in per share calculations ============ =========== ============ =========
See accompanying notes to Financial Statements
3
MT ULTIMATE HEALTHCARE CORP
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
FOR THE SIX MONTHS ENDED
JUNE, 30
--------
2004 2003
----------- ----------
Cash Flows from Operating Activities:
- -------------------------------------
Net Income (Loss) $(482,060) $ 40,037
Adjustments to Reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 15,280 10,088
Stock Issued for Services 290,000 -
Changes in operating assets and liabilities:
Accounts Receivable (150,054) (20,036)
Other Current Assets (14,837) 24,870
Accounts Payable and accrued liabilities (7,787) 11,552
----------- ----------
Net Cash Provided from (Used In)Operating Activities (349,458) 66,511
----------- ----------
Cash Flows from Investing Activities:
- -------------------------------------
Property, plant and equipment (726) (43,507)
----------- ----------
Net Cash Used in Investing Activities (726) (43,507)
----------- ----------
Cash Flows from Financing Activities:
- ------------------------------------------------------
Bank Note 4,433 (43,865)
Note Payable - Related Party 192,614 -
Issuance of Stock 99,144 -
Capital Leases (3,612) 4,707
----------- ----------
Net Cash Provided from (Used In) Financing Activities 292,579 (39,158)
----------- ----------
Net Decrease in Cash (57,605) (16,154)
----------- ----------
Cash Balance, Begin Period 17,366 33,690
----------- ----------
Cash Balance, End Period $ (1,345) $ 17,536
=========== ==========
Supplemental Disclosures:
Cash Paid for interest $ 5,194 $ 5,957
=========== ==========
Cash Paid for income taxes $ - $ -
=========== ==========
See accompanying notes to Financial Statements.
4
MT ULTIMATE HEALTHCARE CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------
ORGANIZATION
- ------------
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 52,060,040 shares issued and outstanding as of
June 30, 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 an 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 un-audited interim financial statements of the Company as of
June 30, 2004 and for the three months ended June 30, 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. 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 un-audited interim
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of the
Company at June 30, 2004, and the results of their operations for the three
months ended June 30, 2004 and 2003, and their cash flows for the three months
ended June 30, 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, as amended, 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 Int. Corp. (Marketing)
by MT Ultimate Healthcare Corp., (MT Ultimate) formerly JavaJuice.net. The
consolidated financial statements of MT Ultimate give effect to the acquisition
under which the shareholders of Marketing exchanged all of their common shares
in Marketing for common shares of MT 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 MT Ultimate, and are the majority
shareholders of the Company. Also, as MT 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 MT Ultimate and reflect the share capital
structure of MT Ultimate. However, they reflect the financial statements of
Marketing and account for the acquisition as an acquisition of MT 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 June 30, 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 June 30, 2004
with a comparative figures for the similar period from January 1, 2003
to June 30, 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 Int.
Corp. (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 $7,640 and $5,044 have been recorded in the
financial statements for the three month periods ended June 30, 2004 and June
30,2003.
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. Such 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. In February, a $50,000 note was converted into 200,000 shares
of common stock. In June 2004, we received $100,000 in consideration for 400,000
shares of common stock. The 400,000 shares of common stock were issued after the
date of this report and were not accounted for by the Company for accounting
purposes as of June 30, 2004.
NOTE 3 - RELATED PARTIES
- --------------------------
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. 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 commitmentof $550 per month 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.
NOTE 4 - NOTES PAYABLE
- ------------------------
The Company has a $200,000 SBA line of credit which is payable on demand on
January 29,2009. It bears interest at bank prime rate plus 1% for any
outstanding operating indebtedness. As of June 30, 2004 , the short term balance
was $44,983 and long term balance was $148,197.
The Company received $20,000, and $55,000 in connection with demand notes which
are due in September 2004 and bear interest at 5% per annum.
NOTE 5 -CAPITAL LEASES
- ----------------------
The company entered into lease arrangements to acquire equipment which has been
financed by a long-term liability. The liability recorded under the capital
lease represents the minimum lease payments payable of imputed interest at an
average of 19.0% per annum over three (3) years. The current portion of the
capital lease obligation is $8,568 and the long-term portion is $7,574.
NOTE6 -TRADE RECEIVABLES
- -------------------------
A summary of net trade receivables as of June 30, 2004 shows that hospital
client receivables outstanding were $126,319, and the other receivables being
$220,769. The total net receivables outstanding as of June 30, 2004 were
$347,088
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 (MT
Ultimate).
MT Ultimate 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 Ultimate 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 directly to the homes of the elderly, sick, and
incapacitated.
KNOWN TRENDS, EVENTS AND UNCERTAINTIES
The Company is aggressively seeking to expand its operations both within New
York City and the surrounding areas (e.g., New Jersey, Connecticut, and upstate
New York.). The Company is also actively seeking to broaden its service and
product offerings. Continuing its plan from the first quarter, the Company is
focusing on expanding its business during this third quarter, and throughout the
remainder of 2004. Management expects that much of the growth will come from
acquisitions and by internal new business development. In particular, the
Company plans to extend its "high-tech" nursing business throughout the area.
SUBSEQUENT EVENTS
In accordance with the Company's acquisition plan, BP Senior Care Inc. was
acquired in July of 2004. BP Senior Care is a 24-hour healthcare services
provider located in New Jersey.
COMPARISON OF OPERATING RESULTS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2003
Revenues increased to $466,975 from $220,935 for the three months ended June 30,
2003, reflecting an increase of $246,040 (or 110%) for the three months ended
June 30, 2004. The increase in revenues was generally due to the results of new
business development activities.
Cost of revenues increased $171,267 from $153,818 for the three months ended
June 30, 2003 to $325,085 (or 110%) for the three months ended June 30, 2004.
The increase in cost of revenues was directly attributable to the increase in
revenues.
Gross profit increased to $141,890 for the period ended June 30, 2004, an
increase of $74,773 (or 110%) from the $67,117 in gross profit realized for the
three months ended June 30, 2003. The increase in gross profit was derived from
the increase in revenues.
Gross profit as a percentage of sales ("gross profit margin") was 30% for both
the three months ended June 30, 2003 and the three months ended June 30, 2004.
The Company had General and Administrative (G&A) expenses of $217,395 for the
three months ended June 30, 2004, compared to G&A expenses of $55,724 for the
three months ended June 30, 2003. This increase in G&A expenses is primarily due
to certain research and due diligence actions necessary in evaluating potential
acquisitions as well as expanded business development and marketing activities.
Management plans for G&A expenses to become less of a percentage of revenues,
notably beginning later in 2004.
For the three months ended June 30, 2004, the Company had a net loss from
operations of $75,505, as compared to a net income from operations of $11,393
for the three months ended June 30, 2003. The change in position from net income
from operations to net loss from operations was primarily due to the increase in
G&A expenses. The Company has incurred a Net Operating Loss (NOL) from
operations. No tax benefit is being recorded at this time due to current
uncertainties in the ability of the Company to recover the NOL.
As of June 30, 2004, the Company had an accumulated deficit of $546,813.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2003
Revenues increased by $426,555 to $881,331 (or 94%) for the six months ended
June 30, 2004, compared to $454,776 in revenues for the six months ended June
30, 2003. The increase in revenues was due to new business development
activities, notably in the "high tech" nursing practice.
Cost of revenues increased $396,367 from $268,242 for the six months ended June
30, 2003, to $664,609 (or 148%) for the six months ended June 30, 2004. The
increase in cost of revenues was primarily due to the increased revenues as well
as certain initial costs associated with launching the Company's "high tech"
nursing practice and establishing the office in Baldwin, New York.
Gross profit increased $30,188 to $216,722 for the six months ended June 30,
2004. This reflects an increase (16%) over the gross profit of $186,534 realized
for the six months ended June 30, 2003. The increase in gross profit was mainly
attributable to the increase in revenues that was offset by the increase in cost
of revenues.
Gross profit, as a percentage of sales ("gross profit margin"), was 25% for the
six months ended June 30, 2003, as compared to 41% for the six months ended June
30, 2004. The decrease in gross profit margin is attributable to the noted
increase in the cost of revenues.
The Company had total General and Administrative (G&A) expenses of $698,782 for
the six months ended June 30, 2004, as compared to total G&A expenses of
$146,497 for the six months ended June 30, 2003. The increase in expenses was
primarily due to the Company's expansion efforts and the issuance of common
stock to certain consultants in exchange for services.
For the six months ended June 30, 2004, the Company had a net loss from
operations of $482,060, as compared to net income from operations of $40,037 for
the six months ended June 30, 2003. The change in position from net income from
operations to net loss from operations was due to resulting increases in the
cost of revenues and G&A expenses. Although the Company has incurred a net
operating loss ("NOL"), no tax benefit is being recorded at this time.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2004, total current assets were $382,097 which consisted of
accounts receivable, net of an allowance for doubtful accounts, of $347,088, and
other current assets of $35,009.
As of June 30, 2004, total current liabilities were $106,976 which consisted of
accounts payable and accrued liabilities of $52,080, a cash overdraft of $1,345,
a note payable of $44,983, and the current portion of capital leases of $8,568.
Net working capital was $275,121 at June 30, 2004. The ratio of current assets
to current liabilities was 3.57:1.
Net cash used in operating activities was $349,458 for the six months ended June
30, 2004, as compared to net cash provided from operating activities of $66,511
for the six months ended June 30, 2003. For the six months ended June 30, 2004,
the Company had net loss of $482,060, an increase in accounts receivable of
$150,054, an increase in other current assets of $14,837 and a decrease in
accounts payable and accrued liabilities of $7,787 that was offset by $15,280 of
depreciation and $290,000 of stock issued for services.
Net cash used in investing activities was $726 for the six months ended June 30,
2004, as compared to net cash used in investing activities of $43,507 for the
six months ended June 30, 2003. The Company made investments in property, plant
and equipment during these periods.
Net cash provided from financing activities was $292,579 for the six months
ended June 30, 2004, as compared to net cash used in financing activities of
$39,158 for the six months ended June 30, 2003. The Company's primary source of
cash from financing activities for the six months ended June 30, 2004 was
$192,614 notes payable from related parties, as discussed in Note 3 to the Notes
to Financial Statements set forth in the section entitled ITEM 1. FINANCIAL
STATEMENTS.
The Company had a net decrease in cash of $57,605 for the six months ended June
30, 2004.
The Company plans to obtain equity financing to expand its business operations,
notably for use in acquisitions. Such an investment would allow the Company to
and expand its operations and level of services and establish offices outside of
New York City, such as New Jersey, Connecticut or elsewhere.
The Company received $20,000, and $55,000 in connection with demand notes which
are due in September 2004 and bear interest at 5% per annum.
The Company cannot make any assurance that financing will be available on terms
favorable to the Company, or at all. The Company has no commitments from
officers, directors or affiliates to provide funding. There can be no assurance
that any new capital will be available to the Company or that adequate funds
will be sufficient for Company operations, whether from the Company's financial
markets or private sources, or that other arrangements will be available when
needed or on terms satisfactory to the Company. If adequate funds are not
available to the Company on acceptable terms, the Company will have to delay,
curtail or scale back some or all of its operations. If funds are
raised, this will likely result in significant dilution to current shareholders.
RISK FACTORS
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.
The Company recognizes its reliance on key management personnel. Our success is
highly dependent upon the continued services of MacDonald Tudeme, our Chief
Executive Officer and Marketing Manager and Marguerite Tudeme, our Operations
Manager. If any of these persons were to leave the Company, it may have a
materially adverse effect upon our business 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.
Presently, our major client is the City of New York Hospitals. We have taken
steps to broaden our client base by signing contracts with additional
facilities. We have also taken steps to broaden our service and product
offerings by becoming licensed to operate as a LHCSA and through other plans.
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.
The Company's business model is centered on the 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 aggressively 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 has incurred an NOL, 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, considering positive and negative evidence about
whether the deferred tax asset will be realized. The allowance will either be
increased or reduced. A 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.
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
In February 2004, the Company issued 200,000 shares of common stock
which were not registered under the Act to an entity for conversion of a $50,000
advancement that the entity made to the Company during the first quarter of
2004. 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.
In June 2004, the Company agreed to issue 400,000 shares of common stock which
were not registered under the Act to an entity in consideration for $100,000.
Subsequent to June 30, 2004, the shares were issued, but for accounting purposes
they were not treated as issued. 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.
In July 2004, the Company issued 500,000 shares of common stock which were not
registered under the Act to an individual in consideration for consulting
services rendered from September 2003 to the present. 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 o
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.
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: August 19, 2004 By: /s/ MacDonald Tudeme
------------------------
MacDonald Tudeme
Chief Executive Officer
DATED: August 19, 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: August 19, 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: August 19, 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 June 30, 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.
Date: August 19, 2004
By: /s/ MacDonald Tudeme
-------------------------------
MacDonald Tudeme,
Chief Executive Officer
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 June 30, 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.
Date: August 19, 2004
By: /s/ Wayne Richardson
-------------------------------
Wayne Richardson,
Chief Financial Officer