AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2005
Registration No. 333-119540
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SB-2/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MT ULTIMATE HEALTHCARE CORP.
(Exact name of Registrant as specified in its charter)
NEVADA 8082 88-0477056
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
MACDONALD TUDEME
MT ULTIMATE HEALTHCARE CORP. MT ULTIMATE HEALTHCARE CORP.
45 MAIN STREET, SUITE 617 45 MAIN STREET, SUITE 617
BROOKLYN, NEW YORK 11201 BROOKLYN, NEW YORK 11201
(718) 943-3400 (718) 943-3400
(Address, and telephone number (Name, address and telephone
of principal executive offices) number of agent for service)
Copies to:
DAVID M. LOEV
ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TEXAS 77019
(713) 524-4110
---------------------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER SECURITY(2) PRICE REGISTRATION FEE
- ---------------------- ------------- ---------------- ------------------ ----------------
Common Stock, $.001 par value(3) 32,812,500 $ 0.13 $ 4,265,625.00 $ 540.46
Common Stock, $.001 par value(4) 1,400,000 $ 0.13 $ 182,000.00 $ 23.06
TOTAL 34,212,500 $ 4,447,625.00 $ 563.52
<FN>
(1) In addition to the shares of Common Stock set forth in the table, the
amount to be registered also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon conversion of or
otherwise pursuant to the Notes and exercise of the Warrants to prevent
dilution resulting from stock splits, stock dividends, or similar
transactions in accordance with Rule 416.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the
average of the bid and asked price as reported on the Over-the-Counter
Bulletin Board on January 20, 2005.
(3) Represents 200% of the shares issuable upon conversion of the Notes at
$0.04267 per share as of January 20, 2005.
(4) Represents 200% of the shares issuable upon exercise of the Warrants at
$0.45 per share.
---------------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 21, 2005
MT ULTIMATE HEALTHCARE CORP.
34,212,500 SHARES OF COMMON STOCK
This prospectus (the "Prospectus") relates to the resale by the Selling
Security Holders of up to 34,212,500 shares of the common stock, $.001 par value
per share (the "Common Stock") of MT Ultimate Healthcare Corp. (the "Company").
The Common Stock is quoted on the Nasdaq OTC Bulletin Board (the "OTCBB")
under the trading symbol "MTHC". The last reported sale price of our Common
Stock on the OTCBB as of January 20, 2005 was $0.14 per share.
As of the filing date of this Registration Statement the Company has
60,232,040 shares of Common Stock outstanding, which includes 6,000,000 shares
of Common Stock, which the Company plans to cancel as soon as they receive the
stock certificate evidencing the shares from the shareholder.
An investment in these securities involves a high degree of risk. You should
purchase these securities only if you can afford to lose your entire investment.
We urge you to read the "RISK FACTORS" section beginning on page 8 along with
the rest of this Prospectus before you make your investment decision.
Neither the Securities and Exchange Commission (the "Commission") nor any state
securities commission has approved or disapproved of these securities, or
determined if this Prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The information in this Prospectus is not complete and may be changed. The
Selling Security Holders may not sell these securities until the registration
statement filed with the Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
THE DATE OF THIS PROSPECTUS IS , 2005
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3
TABLE OF CONTENTS
-----------------
PAGE
----
About This Prospectus 5
Prospectus Summary 5
Summary Financial Data 7
Risk Factors 8
Forward Looking Statements 16
Use of Proceeds 17
Dividend Policy 17
Selling Security Holders 17
Plan of Distribution 19
Legal Proceedings 20
Directors, Executive Officers, Promoters and Control Persons 20
Security Ownership of Certain Beneficial Owners and Management 21
Description of Securities 22
Legal Matters 24
Experts 24
Disclosure of Commission Position of Indemnification
for Securities Act Liabilities 24
Description of Business 25
Management's Discussion and Analysis 30
Description of Property 37
Certain Relationships and Related Transactions 37
Market for Common equity and Related Stockholders Matters 37
Executive Compensation 38
Financial Statements F-1
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 39
PART II. Information Not Required in Prospectus 39
4
ABOUT THIS PROSPECTUS
---------------------
You should only rely on the information contained in this Prospectus. We
have not authorized anyone to provide you with information different from that
contained in this Prospectus. The Selling Security Holders are offering to sell,
and seeking offers to buy, shares of Common Stock only in jurisdictions where
offers and sales are permitted. The information contained in this Prospectus is
accurate only as of the date of this Prospectus, regardless of the time of
delivery of this Prospectus or of any sale of Common Stock.
This summary highlights selected information contained elsewhere in this
Prospectus. To understand this offering fully, you should carefully read this
entire Prospectus, including the section entitled "RISK FACTORS" and the section
entitled "FINANCIAL STATEMENTS".
All references to "we," "our," or "us," refer to MT Ultimate Healthcare
Corp., a Nevada corporation, and its wholly-owned subsidiaries M.T. Marketing
Int. Corp. and B.P. Senior Care Inc. unless specifically stated otherwise.
PROSPECTUS SUMMARY
------------------
The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus. The securities offered
hereby are speculative and involve a high degree of risk. See "Risk Factors."
THE COMPANY
MT Ultimate Healthcare Corp. (the "Company") was originally incorporated in
Nevada under the name JavaJuice.net ("JavaJuice") on September 13, 2000. The
Company's business plan was to engage in the operation of an Internet Cafe, in
Reno, Nevada. Prior to entering into an Exchange Agreement, discussed below,
and the consummation of the transactions thereunder, the Company was considered
a development stage enterprise, as defined in Financial Accounting Standards
Board No. 7.
On August 8, 2003, JavaJuice, M.T. Marketing Int. Corp., a Nevada
corporation ("MT"), and the former MT shareholders entered into an Exchange
Agreement (the "Exchange" or "Acquisition") whereby MT became a wholly-owned
subsidiary of the Company. In addition, MacDonald Tudeme, the Company's Chief
Executive Officer, a director of the Company, and a former MT shareholder,
entered into a stock purchase agreement with the Company's former officer and
director, Laura Mazany. As a result of these transactions, control of the
Company shifted to the former MT shareholders. JavaJuice was considered a
"shell" at the time of the Acquisition; therefore, the transaction was treated
as a reverse merger.
The Company, through its wholly-owned Nevada subsidiary, MT, operates a
payroll nurse staffing and homecare business. The Company provides 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, to the
homes of the elderly, sick and incapacitated. 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, New York. As a result of a change in business focus due to the
acquisition of MT, the Company changed its name to MT Ultimate Healthcare Corp.
The Company also operates a 24-hour healthcare services business for senior
citizens through its wholly-owned New Jersey subsidiary, B.P. Senior Care, Inc.
Hereinafter, a reference to the Company includes a reference to MT and B.P.
Senior Care, Inc., unless otherwise provided.
5
On May 20, 2004, the Company entered into an Exchange Agreement to acquire
all of the issued and outstanding common stock of B.P. Senior Care, Inc., a New
Jersey corporation ("BP") from BP's sole shareholder, in exchange for 200,000
shares of the Company's Common Stock. As additional consideration, the Company
agreed to pay BP's sold shareholder an aggregate of $150,000 cash, payable as
follows: a) $25,000 upon closing the transaction; and b) $125,000 payable at the
beginning of the month in equal monthly installments of $4,808 over a
twenty-five month period beginning June 2004, and a final payment of $4,800 at
the beginning of the twenty-sixth month following June 2004. BP provides
24-hour healthcare services to senior citizens in the New Jersey metropolitan
area.
October 1, 2004, the Company entered into an Agreement and Plan of
Acquisition and Merger ("A&M Agreement") to acquire Abundant Nursing, Inc., a
Pennsylvania corporation ("Abundant") in exchange for $150,000 paid on October
1, 2004, and a five-year promissory note in the principal amount of $295,000
that accrues interest at a rate of seven percent (7%) per annum. Abundant may be
merged with and into the Company after the Company has fully-paid all amounts
due under the A&M Agreement. Until such time as the Company pays the full
consideration pursuant to the A&M Agreement, Abundant will be operated by the
Company as a stand alone subsidiary. Abundant is located in Mount Joy,
Pennsylvania and provides staffing in the central area of Pennsylvania and the
Lancaster area.
On August 31, 2004 (the "Closing"), the Company entered into a Securities
Purchase Agreement (the "Agreement") with four entities, to purchase callable
secured convertible notes having an aggregate principal amount of $700,000, a
10% annual interest rate payable quarterly, and a term of two (2) years ("Notes"
or "Convertible Notes"). The Agreement also provides for the issuance of
warrants to purchase up to an aggregate of 700,000 shares of Common Stock at
$0.45 per share (the "Warrants").
Our principal executive offices are located at 45 Main Street, Suite 617,
Brooklyn, New York 11201. Our telephone number is (718) 943-3400 and our fax
number is (718) 243-2124.
There are currently many risks associated with the Company's issuance of
Common Stock which are underlying the Convertible Notes, including: the risk
that the issuance of Common Stock underlying the Notes will depress the market
price for the Company's stock, discourage investors from buying the Company's
Common Stock, and the fact that the issuance will cause immediate dilution to
the Company's shareholders. Additionally, the Company is highly dependent on
its management, many of whom have had experience as immigrants new to the United
States and who believe they bring a unique first hand point of view to the
Company's business plan. Moving forward if the Company were to lose these
members of management it could force the Company to abandon its business plan.
These and other risk factors and weaknesses are discuss in more detail below
under the section entitled "RISK FACTORS."
THE OFFERING
Common Stock offered by Selling
Security Holders Up to 34,212,500 shares of Common
Stock including i) up to 35,000,000
shares (or 200% of the shares)
issuable upon conversion of the
Convertible Notes with an aggregate
principal amount of $700,000 at a
conversion price of $0.04267 per
share as of the Filing Date; and
ii) up to 1,400,000 shares (or 200%
of the shares) issuable upon the
exercise of Warrants at an exercise
price of $0.45 per share.
Common Stock Outstanding Before the
Offering 60,232,040 shares
6
Common Stock Outstanding After the Offering
(assuming full conversion of the
Convertible Notes as of the Filing Date,
additional shares being Registered for
accrued interest and other charges,
and no exercise of the Warrants) up to 93,044,540 shares
Use of Proceeds This Prospectus relates to shares
of Common Stock that may be offered
and sold from time to time by the
Selling Security Holders. We will
not receive any proceeds from the
resale of our Common Stock. We
will, however, receive proceeds
from the exercise of the Warrants.
Market for our Common Stock Our Common Stock is quoted on the
OTCBB under the trading symbol
"MTHC". The market for our Common
Stock is highly volatile as
discussed in more detail, below,
under the heading "RISK FACTORS".
We can provide no assurance that
there will be a market in the
future for our Common Stock.
SUMMARY FINANCIAL DATA
----------------------
We derived the summary financial information from our financial statements
appearing in the section in this Prospectus entitled "FINANCIAL STATEMENTS".
You should read this summary financial information in conjunction with the
section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS", our financial
statements and related notes to the financial statements.
Year Ended Nine Months Ended
December 31, 2003 September 30, 2004
(Audited) (Unaudited)
Revenues . . . . . . . . . . . . . $1,159,237 $1,327,783
Cost of Revenues . . . . . . . . . $ 892,872 $1,016,580
----------- -----------
Gross Profit . . . . . . . . . . . $ 266,365 $ 311,203
Total expenses . . . . . . . . . . 363,325 1,132,480
----------- -----------
Net Income (loss) from operations. $ (96,960) $ (821,277)
Tax provisions . . . . . . . . . . - -
----------- -----------
Net Income (Loss). . . . . . . . . $ (96,960) $ (821,277)
Earnings (loss) per share. . . . . $ (0.00) $ (0.01)
Total Assets . . . . . . . . . . . $ 403,824 $ 926,473
Total Liabilities. . . . . . . . . $ 268,318 $ 948,101
Shareholders' equity . . . . . . . $ 135,505 $ (21,628)
7
RISK FACTORS
------------
You should carefully consider the below risk factors and warnings before
making an investment decision. The risks described below are not the only ones
facing us. Additional risks that we do not yet know of or that we currently
think are not material may also have an adverse effect on our business
operations. If any of those risks or any of the risks described below actually
occur, our business could be adversely affected. In that case, the price of our
Common Stock could decline, and you could lose all or part of your investment.
You should also refer to the other information set forth or incorporated by
reference in this Prospectus.
RISKS RELATING TO OUR BUSINESS
WE HAVE A PRESENT NEED FOR CAPITAL IN ADDITION TO $500,000 ALREADY RAISED AND A
- --------------------------------------------------------------------------------
$200,000 COMMITMENT.
- ---------------------
It is imperative that we raise $2 million of financing to support
strategic acquisitions and the Company's current expansion plan for the next 18
to 24 months, which is in addition to $500,000 already raised and a $200,000
commitment, which will likely be decreased by penalties the Company will have to
pay to the Note holders. We recently received an aggregate of $500,000 of
Convertible Note financing from four (4) unrelated parties. We also received a
commitment from these parties to purchase an additional $200,000 of convertible
debt. The sale of the additional Convertible Notes is subject to the
satisfaction of certain conditions including the effectiveness of the
registration statement to which this Prospectus is a part. In connection with
the Convertible Note financing, we issued Warrants to purchase 500,000 shares of
our Common Stock at an exercise price of $0.45 per share. We will issue
identical Warrants to purchase 200,000 shares of our Common Stock along with the
commitment to purchase an additional $200,000 of convertible debt. At this
time, no financing other than the $200,000 commitment has been secured or
identified. Our growth and continued operations could be impaired by
limitations on our access to the capital markets. There can be no assurance
that capital from outside sources will be available, or if such financing is
available, that it will be on terms that management deems sufficiently
favorable. If we are unable to obtain additional financing upon terms that
management deems sufficiently favorable, or at all, it would have a material
adverse impact upon our ability to continue our business operations and pursue
our expansion strategy. In the event we do not raise additional capital, it
is likely that our growth will be restricted and that we may be forced to scale
back or curtail implementing our business plan.
WE HEAVILY DEPEND ON MACDONALD S. TUDEME, MARGUERITE M. TUDEME AND WAYNE F.
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RICHARDSON.
- -----------
The success of the Company heavily depends upon the personal efforts and
abilities of MacDonald S. Tudeme, Wayne F. Richardson, and Marguerite M. Tudeme.
Mr. Tudeme serves as the Company's Chief Executive Officer and its Marketing
Manager, and as a Director of the Company. The Company has not entered into an
employment agreement with Mr. Tudeme. Mr. Richardson has entered into an
engagement letter with the Company whereby Mr. Richardson serves as the
Company's Chief Financial Officer. Mr. Richardson also serves as a Director of
the Company. Ms. Tudeme serves as the Company's Secretary and its Operations
Manager, and as a director of the Company. The Company has not entered into an
employment agreement with Ms. Tudeme. Mr. Tudeme, Mr. Richardson and Ms. Tudeme
may voluntarily terminate their services at any time, although they currently
have no plans to do so. The Company currently has no key man insurance or life
insurance policies on any employees. The loss of Mr. Tudeme, Mr. Richardson,
Ms. Tudeme or other key employees could have a material adverse effect on our
business, results of operations or financial condition. In addition, the
absence of Mr. Tudeme, Mr. Richardson or Ms. Tudeme will force us to seek a
replacement who may have less experience or who may not understand our business,
or we may not be able to find a suitable replacement. If this were to happen,
the Company may be forced to curtail or abandon its business plan.
8
THERE IS A SHORTAGE OF WORKERS IN THE HEALTHCARE INDUSTRY THAT MAY IMPEDE OUR
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ABILITY TO ACQUIRE QUALIFIED HEALTHCARE PROFESSIONALS FOR OUR CONTINUED GROWTH.
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Presently, the healthcare industry is experiencing a growing shortage of
healthcare professionals especially, Licensed Practical Nurses and Registered
Nurses. We operate a payroll nurse staffing and homecare business that provides
healthcare professionals such as Certified Nursing Assistants, Nurse
Technicians, Licensed Practical Nurses and Registered Nurses to hospitals,
nursing homes, LHCSAs, other health-related businesses, and to the homes of the
elderly, sick and incapacitated. During the last twelve months, our need for
qualified healthcare professionals grew as we obtained a license from the State
of New York to operate as a LHCSA, established a high tech infusion nursing
department, acquired BP which provides 24-hour healthcare services, and
Abundant, which provides staffing in the central area of Pennsylvania and the
Lancaster area, and discussed plans to acquire other healthcare businesses. One
of our major marketing efforts is to recruit these professionals in the United
States and to attract foreign professionals. There can be no assurance that we
will be able to acquire qualified healthcare professionals within the United
States or abroad to meet our growing needs. While we have yet to experience
any difficulties in our operations due to the lack of healthcare professionals,
any shortage in the number of nurses in the healthcare industry or shortage in
the number of healthcare professionals in foreign countries which the Company
plans to import, could impede the Company's growth rate. If we are not
successful in our efforts to acquire qualified healthcare professionals, it
would prevent us from continuing our current business strategy, which would have
an adverse effect on the value of our Common Stock.
GROWTH WILL PLACE SIGNIFICANT STRAINS ON OUR MANAGERIAL, ADMINISTRATIVE AND
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OTHER RESOURCES.
- -----------------
Any growth that we experience is expected to place a significant strain on
our managerial and administrative resources. MacDonald S. Tudeme, Wayne F.
Richardson, and Marguerite M. Tudeme are our only officers. We have limited
employees who perform management or administrative functions. Further, if our
business grows, we will be required to manage multiple relationships with
various clients, healthcare professionals and third parties. These requirements
will be exacerbated in the event of further growth. There can be no assurance
that our other resources such as our systems, procedures or controls will be
adequate to support our growing operations or that we will be able to achieve
the rapid execution necessary to successfully offer our services and implement
our business plan. Marguerite Tudeme, our Secretary, serves as our Director of
Operations. Additionally, we have two Branch Managers, one who is in charge of
our operations in New Jersey and one who is in charge of our operations in
Pennsylvania. Assuming that our business grows, our future success will depend
on our ability to add additional management and administrative personnel to help
compliment our current employees as well as other resources. If we are unable
to add additional managerial and administrative resources, it will prevent us
from continuing our business plan, which calls for expanding our operations, and
could have an adverse effect on the value of our securities. Additionally, if
we grow our operations faster then we can find additional healthcare workers to
cover our commitments, our response time to calls for our 24 hour healthcare
department could increase and could lead to the loss of contracts as well as a
decline in our reputation, which would likely lead to decreased revenues and a
decline in the value of the Company's securities.
OUR OPERATIONS AS A LHCSA ARE HEAVILY REGULATED BY THE DEPARTMENT OF HEALTH OF
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THE STATE OF NEW YORK.
- --------------------------
The Department of Health of the State of New York (the "Department")
regulates our operations as a LHCSA. In January 2004, we received a license
from the Department effective December 9, 2003, to operate as a LHCSA in the
five boroughs of New York City and in Nassau County, New York. We were required
to prepare operating manuals as part of the approval process. Home healthcare
licensure requires us to make sure that our staff is appropriately qualified,
trained and supervised, to allow us to provide skilled in-home healthcare
services. We are subject to unannounced surveys to assess our compliance with
state and federal standards governing the quality and scope of the services that
we provide. The only federal regulation that the Company is required to comply
with as a healthcare agency is the Hospital Information Portability Act
("HIPPA"), which deals with the privacy of patients medical information. While
we have not currently been subject to any investigations or violations, if we
fail to comply with government regulations, we could lose our license to operate
as a LHCSA, or be forced to expend additional capital to regain our LHCSA
license.
9
WE MAY CONTINUE TO BE UNPROFITABLE AND MAY NOT GENERATE PROFITS TO CONTINUE OUR
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BUSINESS PLAN.
- ---------------
We have not generated any net profits since the Exchange. As of September
30, 2004, the Company had $886,030 in accumulated deficit. There is a risk that
our infusion therapy department, our plan to utilize immigrant nurses, and our
24 hour healthcare operations will fail. If our business plan is not successful,
we will likely be forced to curtail or abandon our business plan. If this
happens, you could lose your investment in our Company.
OUR INDUSTRY IS HIGHLY FRAGMENTED AND COMPETITIVE.
- --------------------------------------------------------
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. If we are unable to realize a
competitive advantage, we may never generate revenues and be forced to curtail
or abandon our business plan. If this were to happen, any investment in the
Company's securities could become worthless.
MACDONALD S. TUDEME, WAYNE F. RICHARDSON AND MARGUERITE M. TUDEME CAN VOTE AN
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AGGREGATE OF 60.1% OF OUR COMMON STOCK AND CAN EXERCISE CONTROL OVER CORPORATE
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DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.
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MacDonald S. Tudeme, Wayne F. Richardson and Marguerite M. Tudeme
("Majority Shareholders") can vote an aggregate of 36,173,520 shares (or 60.1%)
of our outstanding Common Stock. Accordingly, Mr. Tudeme, Mr. Richardson and
Ms. Tudeme will exercise control in determining the outcome of all corporate
transactions or other matters, including the election of directors, mergers,
consolidations, the sale of all or substantially all of our assets, and also the
power to prevent or cause a change in control. Any investors who purchase
shares pursuant to this Registration Statement will be minority shareholders and
as such will have little to no say in the direction of the Company and the
election of Directors. Additionally, it will be difficult if not impossible for
investors to remove the Majority Shareholders as Directors of the Company, which
will mean they will remain in control of who serves as officers of the Company
as well as whether any changes are made in the Board of Directors. As a
potential investor in the Company, you should keep in mind that even if you own
shares of the Company's Common Stock and wish to vote them at annual or special
shareholder meetings, your shares will likely have little effect on the outcome
of corporate decisions.
A DEFAULT BY US UNDER THE CONVERTIBLE NOTES WOULD ENABLE THE HOLDERS OF THE
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CONVERTIBLE NOTES TO TAKE CONTROL OF SUBSTANTIALLY ALL OF OUR ASSETS.
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The Convertible Notes are secured by a Security Agreement under which we
pledged substantially all of our assets, including our equipment, inventory,
contract rights, receivables, general intangibles, and intellectual property. A
default by us under the Convertible Notes would enable the Note holders to take
control of substantially all of our assets. The holders of the Convertible
Notes have no operating experience in our industry and if we were to default and
the Convertible Note holders were to take over control of our Company, they
could force us to substantially curtail or cease our operations. If this were
to happen, any investment in our Company would become substantially devalued.
10
THE CONVERTIBLE NOTES BECOME IMMEDIATELY DUE AND PAYABLE UPON DEFAULT AND WE MAY
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BE REQUIRED TO PAY AN AMOUNT IN EXCESS OF THE OUTSTANDING AMOUNT OF THE
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NOTES AND ACCRUED AND UNPAID INTEREST ON THE NOTES.
- -------------------------------------------------------
The Notes become immediately due and payable upon an event of default
including, among other things, failure to pay principal and interest, failure to
convert the Notes to Common Stock, failure to obtain effective of the
registration statement to which this Prospectus is a part within one hundred
sixty (160) days following Closing, assignment for the benefit of the Company's
or its subsidiaries' creditors, application for or consent to the appointment of
a receiver for the Company or its subsidiaries, judgments against the Company in
excess of $50,000, and bankruptcy, insolvency, reorganization or liquidation
proceedings instituted by or against the Company or its subsidiaries. In
addition, the Company would be required to pay the holders of the Notes an
amount equal to the greater of 130% times the sum of the outstanding amount of
the Notes per month plus accrued and unpaid interest on the Notes plus
additional amounts owed to the holders of the Notes under the Agreement and
related documents (the "Default Sum") or the value of the highest number of
shares of Common Stock issuable upon conversion of or otherwise pursuant to such
Default Sum determined based on the highest closing price of the Common Stock
during the period beginning on the date of default and ending on the date of the
payment described herein. If we default on the Notes, we will be forced to pay
a substantial amount of money to the Note holders. If we are unable to raise
enough money to cover this amount we may be forced to sell off parts or all of
our assets, which would force us to scale back our business operations, leading
to a decrease in the value of our securities.
WE MAY BE SUBJECT TO LIQUIDATED DAMAGES IN THE AMOUNT OF 3% OF THE OUTSTANDING
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AMOUNT OF THE NOTES PER MONTH PLUS ACCRUED AND UNPAID INTEREST ON THE NOTES FOR
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BREACHES BY US OF OUR REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS UNDER
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THE SECURITIES PURCHASE AGREEMENT.
- -------------------------------------
We made certain representations and warranties and agreed to certain
covenants that are customary for securities purchase agreements. In the event
that we breach those representations, warranties or covenants, we will be
subject to liquidated damages in the amount of 3% of the outstanding amount of
the Notes, per month, plus accrued and unpaid interest on the Notes for such
breaches (the "Damages"). As of the Filing Date, the outstanding amount of the
Notes was $500,000. The interest on the Notes was prepaid at the Closing. We
have not previously been required to pay any Damages, however if we do breach
the representations, warranties or covenants, which is probable, do to the fact
that it is unlikely that our Registration Statement will be declared effective
before February 7, 2005, we will be forced to pay Damages to the Note holders.
If we do not have enough cash on hand to cover the amount of the Damages, we
could be forced to sell part or all of our assets, which could force us to scale
back our business operations, leading to a decrease in the value of our
securities
WE ARE ACTIVELY SEEKING TO ACQUIRE COMPANIES RELATED TO OUR BUSINESS OPERATIONS,
- --------------------------------------------------------------------------------
BUT OUR EFFORTS MAY NOT MATERIALIZE INTO DEFINITIVE AGREEMENTS.
- -----------------------------------------------------------------------
In July 2004, the Company entered into negotiations to acquire medical
staffing companies as part of its expansion strategy outside of the New York
City metropolitan area. Through these negotiations, the Company has acquired BP
and Abundant, discussed herein. However, the Company is pursuing the
acquisition of additional companies as part of its expansion plan. There can be
no assurance that the Company will come to definitive terms with respect to any
other negotiations which it may enter into, or, assuming that it reaches
definitive agreements, that it will close the planned acquisitions. In the
event that the Company does not reach any additional definitive agreements or
close any additional acquisitions, our expansion strategy will not proceed as
intended which will have a material adverse effect on our growth.
WE ENTERED INTO AN AGREEMENT TO ACQUIRE ABUNDANT NURSING, INC. WHICH ACQUISITION
- --------------------------------------------------------------------------------
IS CONTINGENT ON US SATISFYING OUR OBLIGATIONS UNDER A $295,000 PROMISSORY NOTE.
- --------------------------------------------------------------------------------
11
In October 2004, we entered into an agreement to acquire Abundant
Nursing, Inc. in exchange for $150,000 paid on October 1, 2004 and a $295,000
promissory note payable in five (5) years at seven percent (7%) interest per
annum. Our acquisition of Abundant is contingent on our paying the $295,000 as
contemplated. In addition, we pledged all of the common stock of Abundant to
secure our performance under the promissory note. Until we have fully paid
$295,000 due under the promissory note, we are required to keep Abundant as a
separate Pennsylvania corporation, including without limitation, no merger or
consolidation of Abundant with MT Ultimate Healthcare Corp., and maintain the
separate assets of Abundant, as they existed on October 1, 2004. In addition, we
may not issue, sell or transfer any stock of Abundant or permit or allow any
liens on the assets of Abundant until we have paid the $295,000 due under the
promissory note. In the event that we do not satisfy our obligations under the
$295,000 promissory note and related agreements, the former shareholder of
Abundant may take control over Abundant. In such event, we will not receive a
credit for the $150,000 that we paid on October 1, 2004 or any reimbursement for
any of the money we have previously paid toward the $295,000 note.
THE COMPANY IS ATTEMPTING TO RECRUIT NURSES FROM FOREIGN COUNTRIES TO BE
- --------------------------------------------------------------------------------
EMPLOYED IN THE U.S., IF THE COMPANY IS UNSUCCESSFUL IN THOSE EFFORTS IT COULD
- --------------------------------------------------------------------------------
FORCE THE COMPANY TO CURTAIL ITS BUSINESS OPERATIONS
- -----------------------------------------------------------
Part of the Company's business plan is to recruit foreign nurses from
abroad, bring them to the U.S., and employ them in the Company's operations. If
the Company is unable to attract a sufficient number of foreign nurses, those
people who are recruited are not able to work as nurses in the Company's
operations, the current time of three months to obtain foreign work visas from
U.S. Citizenship and Immigration Services ("UCSIS") increases, or UCSIS puts
limits on the number of healthcare workers they allow into the country under
healthcare work visas, it would have a materially adverse effect on the
Company's operations and possibly cause the Company to curtail or abandon its
business plan.
WE CURRENTLY EXPERIENCE PROBLEMS COLLECTING OUR ACCOUNTS RECEIVABLES, WHICH
- --------------------------------------------------------------------------------
CAUSES US PROBLEMS IN CONNECTION WITH THE PAYMENT OF OUR FINANCIAL OBLIGATIONS.
- --------------------------------------------------------------------------------
We currently have over $150,000 in accounts receivables which are at least
60 days old. If we are unable to collect the amounts which are owed to us, or
continue to have accounts receivable which are outstanding for long periods of
time, it could have an adverse effect on our ability to operate our healthcare
operations. We are currently experiencing cash flow problems, as well as
problems meeting our financial obligations, which are exacerbated by our
inability to collect our accounts receivable in a timely manner. If we continue
to have high amounts of outstanding accounts receivables, it could cause us to
curtail or even abandon our current business operations.
RISKS RELATING TO THE SECURITIES TO WHICH THIS PROSPECTUS RELATES
-----------------------------------------------------------------
IN THE EVENT THIS REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BEFORE
- --------------------------------------------------------------------------------
FEBRUARY 7, 2005, IT WOULD CAUSE US TO INCUR SUBSTANTIAL PENALTIES.
- -----------------------------------------------------------------------------
Under our Registration Rights Agreement entered into, in connection with
the Securities Purchase Agreement discussed herein, the Company is subject to a
$10,000 per month penalty payable to the Note holders, if the Company's
Registration Statement fails to become effective before February 7, 2005,
within one hundred and sixty (160) days of the date of the Closing. It is
unlikely that the Registration Statement will become effective before February
7, 2005. Therefore, it is likely that the Company will be forced to pay the
penalties to the Note holders. When this happens, we will likely pay this
amount out of the proceeds from the sale of the $200,000 in additional Notes,
decreasing the amount of additional financing we will raise from that sale.
This will likely have a materially adverse affect on the Company's assets, and
could force the Company to curtail its business plan.
THE ISSUANCE AND SALE OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES AND THE
- --------------------------------------------------------------------------------
WARRANTS MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
- -------------------------------------------------------------------
12
As of the Filing Date, we had 60,232,040 shares of Common Stock issued and
outstanding. We are registering in this Prospectus 34,212,500 shares of Common
Stock consisting of 32,812,500 shares of Common Stock issuable upon conversion
of $700,000 of Convertible Notes, and 1,400,000 shares of Common Stock issuable
upon exercise of the Warrants. As sequential conversions and sales take place,
the price of our Common Stock may decline, and as a result, the holders of the
Convertible Notes could be entitled to receive an increasing number of shares,
which could then be sold, triggering further price declines and conversions for
even larger numbers of shares, to the detriment of the investors in this
Offering. All of the shares issuable upon conversion of the Notes and upon
exercise of our Warrants, may be sold without restriction. The sale of these
shares may adversely affect the market price of our Common Stock.
THE ISSUANCE AND SALE OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES AND THE
- --------------------------------------------------------------------------------
WARRANTS REPRESENT OVERHANG.
- ------------------------------
In addition, the Common Stock issuable upon conversion of the Convertible
Notes and exercise of the Warrants may represent overhang that may also
adversely affect the market price of our Common Stock. Overhang occurs when
there is a greater supply of a company's stock in the market than there is
demand for that stock. When this happens the price of the company's stock will
decrease, and any additional shares which shareholders attempt to sell in the
market will only decrease the share price even more. The Convertible Notes may
be converted at a conversion price of $0.04267 per share, as of the Filing Date.
The Warrants may be exercised at a price of $0.45 per share. As of January 19,
2005, the market price for one share of our Common Stock was $0.14. Therefore,
the Convertible Notes and Warrants may be converted into Common Stock at a
discount to the market price, providing holders with the ability to sell their
Common Stock at or below market and still make a profit. In the event of such
overhang, holders will have an incentive to sell their Common Stock as quickly
as possible. If the share volume of the Company's Common Stock cannot absorb the
discounted shares, the market price per share of our Common Stock will likely
decrease.
THE ISSUANCE OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES AND THE WARRANTS
- --------------------------------------------------------------------------------
WILL CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION.
- ---------------------------------------------------
The issuance of Common Stock upon conversion of the Convertible Notes and
exercise of the Warrants will result in immediate and substantial dilution to
the interests of other stockholders since the Selling Security Holders may
ultimately receive and sell the full amount issuable on conversion or exercise.
Although the Selling Security Holders may not convert their Convertible Notes
and/or exercise their Warrants if such conversion or exercise would cause them
to own more than 4.9% of our outstanding Common Stock, this restriction does not
prevent the Selling Security Holders from converting and/or exercising some of
their holdings, selling those shares, and then converting the rest of their
holdings, while still staying below the 4.9% limit. In this way, the Selling
Security Holders could sell more than this limit while never actually holding
more shares than this limit allows. If the Selling Security Holders choose to do
this it will cause substantial dilution of common stock.
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE NOTES
- --------------------------------------------------------------------------------
COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES, WHICH MAY
- --------------------------------------------------------------------------------
ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND CAUSE DILUTION TO OUR
- --------------------------------------------------------------------------------
EXISTING STOCKHOLDERS.
- -----------------------
Our existing stockholders will experience substantial dilution of their
investment upon conversion of the Notes and exercise of the Warrants. The Notes
are convertible into shares of our Common Stock at the lesser of $0.90 or 40% of
the average of the three (3) lowest trading prices of our Common Stock during
the twenty (20) trading day period ending one trading day before the date that a
holder sends us a notice of conversion. If converted on the Filing Date, the
Notes would be convertible into approximately 32,812,500 shares of Common Stock
based upon a conversion price of $0.04267. The number of shares issuable could
prove to be significantly greater in the event of a decrease in the trading
price of our Common Stock that would cause dilution to our existing
stockholders. The Warrants are exercisable into 700,000 shares of Common Stock.
The shares of Common Stock issuable upon conversion or exercise of the Notes or
Warrants, respectively, are being registered in the registration statement to
which this Prospectus is a part. All of the shares of Common Stock offered in
this Prospectus may be sold without restriction after the effectiveness of such
registration statement. The sale of these shares of Common Stock may adversely
affect the market price of our Common Stock. As sequential conversions and sales
take place, the price of our Common Stock may decline and if so, the holders of
Convertible Notes would be entitled to receive an increasing number of shares,
which could then be sold, triggering further price declines and conversions for
even larger numbers of shares, which would cause additional dilution to our
existing stockholders. Additionally, there are no provisions in the Agreement,
Notes, Warrants, or any other document which restrict the Note holders ability
to sell short our Common Stock, which they could do to decrease the price of our
Common Stock and increase the number of shares they would receive upon
conversion and thereby further dilute other stockholders.
13
The following is an example of the amount of shares of our Common Stock
that are issuable upon conversion of our Notes based on conversion prices that
are 25%, 50% and 75% below the conversion price as of the Filing Date of
$0.04267.
Percentage Below Estimated Approximate % of Outstanding
Conversion
As of the Filing Conversion Number of Shares
Date Price Issuable (1) Common Stock (1)(2)
----------------- ---------------- ----------------- --------------------
25% 0.0320 22,575,000 27.33%
50% 0.0213 33,512,500 35.83%
75% 0.0107 66,325,000 52.49%
<FN>
(1) Includes shares of Common Stock issuable upon conversion of the Notes
and 700,000 shares of Common Stock issuable upon exercise of the Warrants.
(2) As of the Filing Date, we had 60,232,040 shares of Common Stock issued
and outstanding.
As illustrated, the number of shares of Common Stock issuable upon conversion of
our Convertible Notes being registered in this Prospectus will increase if the
conversion price of our Common Stock declines, which will cause dilution to our
existing stockholders.
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE NOTES
- --------------------------------------------------------------------------------
MAY ENCOURAGE INVESTORS, INCLUDING THE SELLING SECURITY HOLDERS, TO SELL SHORT
- --------------------------------------------------------------------------------
OURCOMMON STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON
- --------------------------------------------------------------------------------
STOCK.
- ------
The Convertible Notes are convertible into shares of our Common Stock
at the lesser of $0.90 or 40% of the average of the three (3) lowest trading
prices of our Common Stock during the twenty (20) trading day period ending one
trading day before the date that a holder sends us notice of conversion. The
significant downward pressure on the price of our Common Stock as the Selling
Security Holders convert and sell material amounts of our Common Stock could
encourage investors, including the Selling Security Holders, to short sell our
Common Stock. This could place further downward pressure on the price of our
Common Stock. In addition, not only the sale of shares issued upon conversion
of the Notes or exercise of the Warrants, but also the mere perception that
these sales could occur, may adversely affect the market price of our Common
Stock.
WE MUST SATISFY CERTAIN CONDITIONS BEFORE THE SELLING SECURITY HOLDERS ARE
- --------------------------------------------------------------------------------
OBLIGATED TO PURCHASE THE REMAINING $200,000 OF CONVERTIBLE NOTES AND THE
- --------------------------------------------------------------------------------
RELATED WARRANTS.
- ------------------
We sold $500,000 of Convertible Notes and Warrants to purchase 500,000
shares of Common Stock. We also received a commitment to purchase an additional
$200,000 of Convertible Notes and Warrants to purchase 200,000 shares of Common
Stock upon the effectiveness of the registration statement to which the
Prospectus is a part, subject to our satisfaction of additional conditions,
described below under "Description of Securities." If the registration
statement is not declared effective or we fail to satisfy these additional
conditions, the Selling Security Holders have no obligation to purchase the
remaining Convertible Notes and related Warrants. If the Selling Security
Holders do not purchase the remaining Convertible Notes and Warrants, the
Company will not raise the addition $200,000. This could force the Company to
curtail or abandon its business plan, which would decrease the value of the
Company's securities.
14
THE SELLING SECURITY HOLDERS MAY EXPLOIT A MAJOR ANNOUNCEMENT MADE BY THE
- --------------------------------------------------------------------------------
COMPANY TO CONVERT THE NOTES AT A PRICE SUBSTANTIALLY LOWER THEN THE CONVERSION
- --------------------------------------------------------------------------------
PRICE WOULD BE OTHERWISE.
- ----------------------------
Under section 1.2(b) of the Notes, the conversion price which the Selling
Security Holders must pay is changed after major announcements by the Company,
discussed below. In the event the Company makes a major announcement the
conversion price of the Notes is equal to the lower of the conversion price that
would be effect on the date the announcement is made or the current conversion
price at the time the Selling Security Holders wish to convert. Therefore, if
the Company's stock price was to increase substantially after a major
announcement the Selling Security Holders could still convert the Notes the
lower price which applied before the announcement. In this way, the Selling
Security Holders could hold shares of the Company's Common Stock worth much more
then the Selling Security Holders originally paid for them. Therefore, the
Selling Security Holders could sell the shares at a price lower then the current
market prices, still making a profit on their investment which would drive down
the price of the Company's Common Stock.
IF THE COMPANY WISHES TO MERGE OR CONSOLIDATE ITS ASSETS WITH ANOTHER COMPANY
- --------------------------------------------------------------------------------
PRIOR TO FULLY PAYING BACK THE NOTES, IT COULD LEAD TO A DEFAULT UNDER THE
- --------------------------------------------------------------------------------
NOTES, MAKING THEM IMMEDIATELY DUE.
- -----------------------------------
Under section 1.6 of the Notes, any sale, conveyance or disposition of all
or substantially all of the assets of the Company in which more than 50% of
the voting power of the Company is disposed of, or the consolidation, merger
or other business combination of the Company with or into any other entity
when the Company is not the survivor shall either: (i) be deemed to be an
event of default under the Notes which could cause the Company to pay
substantial penalties, or (ii) require the Company to get written approval by
the successor entity that such successor entity assumes the obligations of the
Notes. Additionally, under section 1.6 of the Notes, if the Company makes any
issuance of shares of Common Stock, options for shares of the Company's Common
Stock, or issuances any additional convertible notes for consideration less than
the conversion price then in effect, the conversion price of the notes will
become the price the shares or options were issued for or the price the
additional convertible notes will be convertible for. If the Company is forced
to pay penalties under the Notes or the conversion price of the Notes is
decreased substantially, the Company could be forced to curtail its business
operations or issue more shares of the Company's Common Stock, which would have
a dilutive effect on then shareholders.
RISKS RELATING TO OUR COMMON STOCK
THE MARKET PRICE OF OUR COMMON STOCK HISTORICALLY HAS BEEN VOLATILE.
- ------------------------------------------------------------------------------
The market price of our Common Stock historically has fluctuated
significantly based on, but not limited to, such factors as: general stock
market trends, announcements of developments related to our business, actual or
anticipated variations in our operating results, our ability or inability to
generate new revenues, conditions and trends in the healthcare industry and in
the industries in which our customers are engaged.
Our Common Stock is traded on the NASDAQ OTCBB. In recent years the stock
market in general has experienced extreme price fluctuations that have
oftentimes have been unrelated to the operating performance of the affected
companies. Similarly, the market price of our Common Stock may fluctuate
significantly based upon factors unrelated or disproportionate to our operating
performance. For example, the fifty-two (52) week high for our Common Stock was
$2.55 on February 20, 2004, as compared to the fifty-two (52) week low of $0.10
on January 14, 2005. These market fluctuations, as well as general economic,
political and market conditions, such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
Common Stock.
OUR COMMON STOCK IS SUBJECT TO THE"PENNY STOCK" RULES OF THE COMMISSION WHICH
- --------------------------------------------------------------------------------
LIMITS THE TRADING MARKET IN OUR COMMON STOCK, MAKES TRANSACTIONS IN OUR COMMON
- --------------------------------------------------------------------------------
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR COMMON STOCK.
- --------------------------------------------------------------------------------
15
Our Common Stock is considered a "penny stock" as defined in Rule 3a51-1
promulgated by Commission under the Securities Exchange Act of 1934. In
general, a security which is not quoted on NASDAQ or has a market price of
less than $5 per share where the issuer does not have in excess of $2,000,000
in net tangible assets (none of which conditions the Company meets) is
considered a penny stock. The Commission's Rule 15g-9 regarding penny stocks
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally persons with net worth in excess of $1,000,000 or an annual income
exceeding $200,000 or $300,000 jointly with their spouse). For transactions
covered by the rules, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written agreement to
the transaction prior to the sale. Thus, the rules affect the ability of
broker-dealers to sell our Common Stock should they wish to do so, because of
the adverse effect that the rules have upon liquidity of penny stocks. Unless
the transaction is exempt under the rules, under the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer
transactions in penny stocks are required to provide their customers with (i)
a risk disclosure document; (ii) disclosure of current bid and ask quotations if
any; (iii) disclosure of the compensation of the broker-dealer and its sales
personnel in the transaction; and (iv) monthly account statements showing the
market value of each penny stock held in the customer's account. As a result of
the "penny stock" rules, the market liquidity for our Common Stock may be
adversely affected by limiting the ability of broker-dealers to sell our Common
Stock and the ability of purchasers to resell our Common Stock. Additionally,
the value of the Company's securities may be adversely affected by the "penny
stock" rules, because of the additional disclosures required by broker-dealers,
which take additional time and effort from broker-dealers, decreasing the
likelihood that broker-dealers will sell the Company's Common Stock. This may
in turn have an adverse effect on the liquidity of the Company's securities
which in turn could adversely affect the price of the Company's securities.
In addition, various state securities laws impose restrictions on
transferring "penny stocks" and as a result, investors in the Common Stock may
have their ability to sell their shares of the Common Stock impaired.
THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS.
- ---------------------------------------------------
The Company has paid no cash dividends on its Common Stock to date and
it is not anticipated that any cash dividends will be paid to holders of the
Company's Common Stock in the foreseeable future. While the Company's dividend
policy will be based on the operating results and capital needs of the business,
it is anticipated that any earnings will be retained to finance the future
expansion of the Company.
FORWARD-LOOKING STATEMENTS
--------------------------
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934 (the "Exchange Act"). We have based these forward-looking
statements on our current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may affect our actual results,
levels of activity, performance, or achievements expressed or implied by such
forward-looking statements. These factors are discussed in the section entitled
"RISK FACTORS". In some cases you can identify forward-looking statements by
terminology such as "may", "should", "could", "would", "expect", "plan",
"anticipate", "believe", "estimate", "continue", or the negative of such terms
or other similar expressions. All forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements included in this Prospectus. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
Prospectus might not occur.
16
USE OF PROCEEDS
---------------
This Prospectus relates to shares of Common Stock that the Company may
issue upon the conversion of $700,000 of Convertible Notes. The Common Stock
issuable upon the conversion of the Convertible Notes may be offered and sold
from time to time by the Selling Security Holders. We will not receive any
proceeds from the resale of such Common Stock by the Selling Security Holders.
As of the date of this Prospectus, the Company has sold $500,000 of the
Convertible Notes. The Company has agreed to sell an additional $200,000 in
Convertible Notes (subject to the Company's satisfaction of certain conditions
as described in the section entitled "RISK FACTORS"), upon the effectiveness of
a registration statement under the Securities Act.
This Prospectus also relates to shares of Common Stock that the Company may
issue upon exercise of the Warrants. As of the date of this Prospectus, the
Company has issued Warrants to purchase 500,000 shares of its Common Stock at an
exercise price of $0.45 per share. The Common Stock underlying the Warrants may
be offered and sold from time to time by the Warrant holders. The Company will
not receive any proceeds from the resale of our Common Stock underlying the
Warrants, however the Company will receive proceeds upon the exercise of the
Warrants.
The Company will use the proceeds from the exercise of Warrants for working
capital in support of growing its business operations, which may include the
purchase of other companies, similar to BP or Abundant, or focusing the proceeds
into marketing and/or the hiring of additional employees. The Company has
already used the $500,000 which was received from the sale of the Convertible
Notes to make a down payment toward the acquisition of Abundant, pay outstanding
debts of the Company and pay legal costs and interest on the money raised.
DIVIDEND POLICY
---------------
We have not in the past paid any dividends on our Common Stock. We do
not anticipate that any cash dividends will be paid to holders of the Company's
Common Stock in the foreseeable future. We anticipate that we will retain any
future earnings for use in the expansion and operation of our business. Any
determination to pay dividends will depend upon our financial condition, results
of operations and capital requirements.
SELLING SECURITY HOLDERS
------------------------
On the date of this offering, the Company has 60,232,040 shares of Common
Stock outstanding. This Prospectus relates to the resale of 34,212,500 shares
of Common Stock by the Selling Security Holders. The Selling Security Holders
are "underwriters" within the meaning of Section 2(a)(11) of the Securities Act
of 1933 (the "Securities Act" or the "1933 Act"). None of the Selling Security
Holders have held any position, office, or had any other material relationship
with the Company, its predecessors or affiliates within the past three years.
Upon the effectiveness of a registration statement pursuant to the Securities
Act to which this Prospectus is a part, all 34,212,500 shares of Common Stock
will be freely tradable without restriction or further registration under the
Securities Act. Sales of a substantial number of shares of the Company's Common
Stock in the public market following this offering could adversely affect the
market price of the Common Stock.
The table below sets forth information with respect to the resale of
shares of Common Stock by the Selling Security Holders. We will not receive any
proceeds from the resale of Common Stock by the Selling Security Holders. We
will receive proceeds from the exercise of the Warrants.
Common Stock Shares of Beneficial
Beneficially Common Stock Ownership Percentage
Owned Before Included in this After the Owned After
Name(1) the Offering Prospectus(2) Offering(3) the Offering(3)
------ ------------ ---------------- ----------- ---------------
AJW Partners, LLC (4). . . . . . . . . . . . 5,474,000 (5) 5,474,000 0 --
AJW Offshore, Ltd. (6) . . . . . . . . . . . 12,658,625 (7) 12,658,625 0 --
AJW Qualified Partners, LLC (8). . . . . . . 15,053,500 (9) 15,053,500 0 --
New Millennium Capital Partners II, LLC (10) 1,026,375 (11) 1,026,375 0 --
17
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling security holder has sole or shared voting power or investment power
and also any shares, which the selling security holder has the right to acquire
within 60 days. Shares of Common Stock subject to a Convertible Note or Warrant
currently convertible or exercisable, or convertible or exercisable within 60
days are deemed outstanding for computing the percentage of the selling security
holder holding such Convertible Note or Warrant, but are not deemed outstanding
for computing the percentage of any other person.
<FN>
(1) The Selling Security Holders do not hold any position or office, and
have not had any material relationship with the Company or any of its affiliates
within the past three (3) years.
(2) Includes 200% of the shares issuable upon conversion of the principal
amount of the Convertible Notes and exercise of the Warrants to take into
account the conversion of accrued interest and other charges including potential
liquidated damages. In addition to the shares of Common Stock set forth in the
table, the amount to be registered also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon conversion of or
otherwise pursuant to the Notes and exercise of the Warrants to prevent dilution
resulting from stock splits, stock dividends, or similar transactions in
accordance with Rule 416. Because the number of shares of Common Stock issuable
upon conversion of the Convertible Notes is dependent in part upon the market
price of our Common Stock prior to a conversion, the actual number of shares of
Common Stock that will be issued upon conversion will fluctuate daily and cannot
be determined at this time. However the Selling Security Holders have
contractually agreed to restrict their ability to convert their Notes or
exercise their Warrants and receive shares of our Common Stock such that the
number of shares of Common Stock held by each of them individually and their
affiliates after such conversion or exercise does not exceed 4.9% of the then
issued and outstanding shares of Common Stock.
(3) Assumes that all Common Stock registered will be sold.
(4) AJW Partners, LLC is a private investment fund that is owned by its
investors and managed by SMS Group, LLC. SMS Group, LLC, of which Mr. Corey S.
Ribotsky is the fund manager and has voting and investment control over the
shares offered by AJW Partners, LLC.
(5) Includes 5,250,000 shares (or 200% of the shares) issuable upon
conversion of Convertible Notes, and 224,000 shares (or 200% of the shares)
issuable upon exercise of Warrants.
(6) AJW Offshore, Ltd is a private investment fund that is owned by its
investors and managed by First Street Manager II, LLC. First Street Manager II,
LLC, of which Corey S. Ribotsky is the fund manager and has voting and
investment control over the shares offered by AJW Offshore, Ltd.
(7) Includes 12,140,625 shares (or 200% of the shares) issuable upon
conversion of Convertible Notes, and 518,000 shares (or 200% of the shares)
issuable upon exercise of Warrants.
(8) AJW Qualified Partners, LLC is a private investment fund that is owned
by its investors and managed by AJW Manager, LLC, of which Corey S. Ribotsky and
Lloyd A. Groveman are the fund managers and have voting and investment control
over the shares offered by AJW Qualified Partners, LLC.
(9) Includes 14,437,500 shares (or 200% of the shares) issuable upon
conversion of Convertible Notes, and 616,000 shares (or 200% of the shares)
issuable upon exercise of Warrants.
(10) New Millennium Capital Partners II, LLC is a private investment fund
that is owned by its investors and managed by First Street Manager II, LLP.
First Street Manager II, LLP, of which Corey S. Ribotsky is the fund manager and
has voting and investment control over the shares offered by New Millennium
Capital Partners II, LLC.
18
(11) Includes 984,375 shares (or 200% of the shares) issuable upon
conversion of Convertible Notes, and 42,000 shares (or 200% of the shares)
issuable upon exercise of Warrants.
PLAN OF DISTRIBUTION
--------------------
The Selling Security Holders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Security Holders may use any one or more of the
following methods when selling shares:
-- ordinary brokerage transactions and transactions in which the
broker-dealer solicits the purchaser;
-- block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
-- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
-- an exchange distribution in accordance with the rules of the
applicable exchange;
-- privately-negotiated transactions;
-- broker-dealers may agree with the Selling Security Holders to sell a
specified number of such shares at a stipulated price per share;
-- a combination of any such methods of sale; and
-- any other method permitted pursuant to applicable law.
The Selling Security Holders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this Prospectus.
The Selling Security Holders may pledge their shares to their brokers under
the margin provisions of customer agreements. If a Selling Security Holder
defaults on a margin loan, the broker may, from time to time, offer and sell the
pledged shares.
The Selling Security Holders may sell their shares of Common Stock short
and redeliver our Common Stock to close out such short positions; however, the
Selling Security Holders may not use shares of our Common Stock being registered
in the registration statement to which this Prospectus is a part to cover any
short positions entered into prior to the effectiveness of such registration
statement. As discussed above in the section entitled "RISK FACTORS", if the
Selling Security Holders or others engage in short selling it may adversely
affect the market price of our Common Stock.
Broker-dealers engaged by the Selling Security Holders may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Security Holders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The Selling Security Holders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved.
In addition, the Selling Security Holders should be aware that the
anti-manipulation provisions of Regulation M under the Securities Exchange Act
of 1934 will apply to purchases and sales of shares of Common Stock by the
Selling Security Holders and that there are restrictions on market-making
activities by persons engaged in the distribution of the shares. Under
Regulation M, the Selling Security Holders or their agents may not bid for,
purchase, or attempt to induce any person to bid for or purchase, shares of our
Common Stock while they are distributing shares covered by this Prospectus.
Accordingly, the Selling Security Holders are not permitted to cover short sales
by purchasing shares while the distribution is taking place. We will advise the
Selling Security Holders that if a particular offer of Common Stock is to be
made on terms materially different from the information set forth in this Plan
of Distribution, then a post-effective amendment to the accompanying
registration statement must be filed with the Securities and Exchange
Commission.
19
The Selling Security Holders will be deemed to be an "underwriter" within
the meaning of the Securities Act in connection with such sales. Therefore, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them will be deemed to be underwriting
commissions or discounts under the Securities Act.
We are required to pay all fees and expenses incident to the registration
of the shares, including fees and disbursements of counsel to the Selling
Security Holders, but excluding brokerage commissions or underwriter discounts.
We and the Selling Security Holders have agreed to indemnify each other against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
LEGAL PROCEEDINGS
-----------------
As of the date of filing of this report, the Company was not a party to,
any legal proceedings involving the Company. However, the Company has
received correspondence threatening legal action regarding the use of the
Company's name "MT Ultimate Healthcare Corp."
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------
The Directors and Officers of the Company are as follows:
Name Age Position Since
- ---- --- -------- -----
MacDonald S. Tudeme. 57 Chief Executive Officer, August 2003
President, Treasurer and Director
Wayne F. Richardson. 49 Chief Financial Officer and Director October 2003
Marguerite M. Tudeme 49 Secretary and Director August 2003
MacDonald S. Tudeme began serving as the Company's Chief Executive Officer
and as a Director in connection with the Company's acquisition of MT in August
2003. Mr. Tudeme concurrently serves as the Chief Executive Officer of MT. He
has held his position at MT since 1997. From August 1998 to August 2003, Mr.
Tudeme was also Program Director for Heritage Health and Housing, Inc. In 1995,
Mr. Tudeme received a Masters degree in Business Policy Studies from City
University (Los Angeles). In 1976, Mr. Tudeme received a diploma in Industrial
Administration from Aston University in Birmingham, England. In 1974, he
received a Bachelors degree in Business Administration from Calgary College of
Technology. Mr. Tudeme attended City College of New York where he completed
specialized education as a Credentialed Alcohol and Substance Abuse Counselor.
Mr. Tudeme is a member of the British Institute of Marketing. Mr. Tudeme and
Marguerite Tudeme, our Secretary and a Director, are husband and wife.
Wayne F. Richardson began serving as the Company's Chief Financial Officer
in October 2003 pursuant to an engagement letter with the Company, and as a
Director in December 2003. Concurrently with his position with the Company, Mr.
Richardson is a sole practitioner and owner of Rauceo Tax Service, and a
Consultant for J.H. Floyd Sunshine Manor, Inc. Mr. Richardson has held his
position at Rauceo Tax Service since January 2003 and at J.H. Floyd Sunshine
Manor, Inc. since February 1, 2004. Mr. From July 2002 to August 2003, Mr.
Richardson served as an independent accountant for MT, stepping down from his
position as independent auditor for MT at the time of the Exchange. From June
2002 to January 2003, Mr. Richardson served s a Consultant for Heritage Health &
Housing, Inc. From September 2001 to May 2002, Mr. Richardson served as Tax
Supervisor for Karkaring & Barbaro, CPAs. From September 1997 to June 2001, Mr.
Richardson served as a Senior Accountant for John Trent CPAs. Mr. Richardson
received a Bachelors degree in Accounting from York College, The City University
of New York ("CUNY"). Mr. Richardson received a Masters degree in Taxation from
Baruch College, CUNY. Mr. Richardson is a licensed CPA in the States of New York
and Florida.
20
Marguerite M. Tudeme began serving as the Company's Secretary and as a
Director in connection with the Company's acquisition of MT in August 2003. Ms.
Tudeme concurrently serves as the Secretary of MT. She has held her position at
MT since 1997. From November 1997 to 1999, Ms. Tudeme was a Supervisor for
Heritage Health and Housing, Inc. In 1994, Ms. Tudeme received a Bachelors
degree in Human Service from Audrey Cohen College. Ms. Tudeme is a member of the
National Association for Female Executives, the Nigerian Nurse Association and
the League of Nigerian Women. Ms. Tudeme and MacDonald Tudeme, our Chief
Executive Officer and a Director, are wife and husband.
All Directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the pleasure of the Board.
ENGAGEMENT LETTER
Wayne F. Richardson serves as the Company's Chief Financial Officer and as
a director of the Company pursuant to an engagement letter effective October 1,
2004, for a period of twelve (12) months. Mr. Richardson will receive $57,000
as compensation. The Company will reimburse Mr. Richardson for his expenses
including his travel expenses. Mr. Richardson and the Company may terminate the
engagement letter at any time by any form of written notice including email.
The engagement letter limits Mr. Richardson's liability for damages to the total
amount paid by the Company for services thereunder. Under the terms of the
engagement letter, Mr. Richardson is responsible for maintaining the
book-keeping of the Company, preparing 1099's and completing the Company's
annual corporate federal and state tax returns. In January 2004, the scope of
the engagement letter was expanded to include the responsibilities of certifying
the Company's financials. Mr. Richardson devotes approximately 50-60% of his
professional time to his duties as Chief Financial Officer of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSTOCKHOLDERS
--------------------------------------------------------------------------
The following table sets forth information as of January 10, 2005, with
respect to the beneficial ownership of the common stock by (i) each director and
officer of the Company, (ii) all directors and officers as a group and (iii)
each person known by the Company to own beneficially 5% or more of the common
stock:
Shares of Common Stock Beneficially Owned(1)
Name and Address
Of Beneficial Owners Number Percent
- -------------------- ------ -------
MacDonald S. Tudeme 35,973,520 (2) 59.7 %
45 Main Street, Suite 617
Brooklyn, New York 11201
Marguerite M. Tudeme 35,973,520 (2) 59.7 %
45 Main Street, Suite 617
Brooklyn, New York 11201
Wayne F. Richardson 200,000 *
5819 Milton Avenue
Sarasota, Florida 34243
All officers and directors 36,173,520 (2) 60.0%
as a group (3 people)
* Less than 1%.
21
<FN>
(1) The number of shares of Common Stock owned are those "beneficially
owned" as determined under the rules of the Securities and Exchange
Commission, including any shares of Common Stock as to which a person has sole
or shared voting or investment power and any shares of Common Stock which the
person has the right to acquire within 60 days through the exercise of any
option, warrant or right. Shares of Common Stock subject to a Convertible Note
or Warrant currently convertible or exercisable, or convertible or exercisable
within 60 days are deemed outstanding for computing the percentage of the person
holding such Convertible Note or Warrant, but are not deemed outstanding for
computing the percentage of any other person. As of January 10, 2005 there were
60,232,040 shares of Common Stock outstanding.
(2) MacDonald Tudeme and Marguerite Tudeme are husband and wife. This
amount is the sum of 28,834,900 shares owned by Mr. Tudeme, 7,067,920 shares
owned by Mrs. Tudeme, 35,340 shares owned by their son Phil Tudeme, 17,680
shares owned by their daughter Sandra Tudeme, and 17,680 shares owned by their
son Sonny Tudeme. In connection with the Agreement, Mr. Tudeme pledged
5,700,000 shares of Common Stock owned by him as collateral to guarantee the due
and punctual performance by the Company and payment of the Company's obligations
under the Agreement and related documents.
DESCRIPTION OF SECURITIES
-------------------------
COMMON STOCK
Our Articles of Incorporation, as amended, authorize the issuance of
400,000,000 shares of Common Stock, $.001 par value per share, and no shares of
preferred stock. Holders of shares of Common Stock are entitled to one vote for
each share on all matters to be voted on by the stockholders. Holders of Common
Stock do not have cumulative voting rights. Holders of shares of Common Stock
are entitled to share ratably in dividends, if any, as may be declared, from
time to time by the Board of Directors in its discretion, from funds legally
available therefor. In the event of a liquidation, dissolution, or winding up of
the Company, the holders of shares of Common Stock are entitled to share pro
rata all assets remaining after payment in full of all liabilities. Holders of
Common Stock have no preemptive or other subscription rights, and there are no
conversion rights or redemption or sinking fund provisions with respect to such
shares.
CONVERTIBLE NOTES AND WARRANTS
To obtain funding for our ongoing operations we entered into the Agreement
with Partners, Offshore, Qualified and New Millennium in August 2004, for the
sale of (i) an aggregate of $700,000 Convertible Notes that, as of the Filing
Date, were convertible into approximately 16,406,250 shares of Common Stock at
$0.04267 per share; and (ii) Warrants to purchase 700,000 shares of Common Stock
at $0.45 per share. As of the date of this Prospectus, the Selling Security
Holders have purchased, and the Company has issued, an aggregate principal
amount of $500,000 of the Convertible Notes which, as of the Filing Date, were
convertible into an aggregate of approximately 11,718,769 shares of Common
Stock. The Company has issued Warrants to purchase 500,000 shares of Common
Stock. The Company issued these securities on August 31, 2004. The Company and
the Selling Security Holders have an agreement whereby upon the effectiveness of
the registration statement to which this Prospectus is a part, the Selling
Security Holders have five (5) days to purchase an aggregate of $200,000 of
identical Convertible Notes (subject to the Company's satisfaction of certain
conditions described below) which, assuming a $0.04267 conversion price per
share, would be convertible into an aggregate of approximately 4,687,508 shares
of Common Stock, and identical Warrants to purchase an aggregate of 200,000
shares of Common Stock at an exercise price of $0.45 per share.
22
The conversion price for the Notes is determined at the time of conversion
and is calculated as the lesser of the Variable Conversion Price (as defined in
the Note) or $0.90. The Variable Conversion Price is average of the three (3)
lowest trading prices of the Company's Common Stock during the twenty (20)
trading day period ending one trading day before the date that a holder of a
Note sends notice of conversion to the Company. The Company may call all of the
Notes for an amount in cash equal to either (i) 130% (for prepayments occurring
within thirty (30) days of the Closing), (ii) 140% for prepayments occurring
between thirty-one (31) and ninety (90) days of Closing, or (iii) 150% (for
prepayments occurring after the ninetieth (90th) day following Closing),
multiplied by the sum of the then outstanding principal and accrued and unpaid
interest. The Convertible Notes have a two-year term and bear interest at a
rate of 10% per annum. The holder of a Note may not convert any portion of the
Note in excess of that portion of the Note upon conversion of which the sum of
(i) the number of shares of Common Stock beneficially owned by the holder and
its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the Notes
or the unexercised or unconverted portion of any other security of the Company
(including, without limitation, the Warrants) subject to a limitation on
conversion or exercise analogous to the limitations described in this paragraph)
and; (ii) the number of shares of Common Stock issuable upon the conversion of
the portion of the Note with respect to which the determination of the
limitation described in this paragraph is being made, would result in
beneficial ownership by the holder and its affiliates of more than 4.9% of the
outstanding shares of Common Stock (the "4.9% Limitation"). The holder of a
Warrant is subject to the 4.9% Limitation with respect to exercise of the
Warrants.
The Notes become immediately due and payable upon an event of default
including, among other things, failure to pay principal and interest, failure to
convert the Notes to Common Stock, failure to obtain effective of the
registration statement to which this Prospectus is a part within one hundred
sixty (160) days following Closing, assignment for the benefit of the Company's
or its subsidiaries' creditors, application for or consent to the appointment of
a receiver for the Company or its subsidiaries, judgments against the Company in
excess of $50,000, and bankruptcy, insolvency, reorganization or liquidation
proceedings instituted by or against the Company or its subsidiaries. In
addition, the Company would be required to pay the holders of the Notes an
amount equal to the greater of 130% times the sum of the outstanding amount of
the Notes per month plus accrued and unpaid interest on the Notes plus any
additional amounts owed to the holders of the Notes (the "Default Sum") or the
value of the highest number of shares of Common Stock issuable upon conversion
of or otherwise pursuant to such Default Sum determined based on the highest
closing price of the Common Stock during the period beginning on the date of
default and ending on the date the payment described herein. We made certain
representations and warranties and agreed to certain covenants that are
customary for securities purchase agreements. In the event that we breach those
representations, warranties or covenants, we will be subject to liquidated
damages in the amount of 3% of the outstanding amount of the Notes per month
plus accrued and unpaid interest on the Notes for breaches by us of certain
representations, warranties and certain covenant provided below. We may call
the Notes at a premium upon certain.
Under section 1.2(b) of the Notes, the conversion price which the Selling
Security Holders must pay is changed after major announcements by the Company.
In the event the Company makes a public announcement that the Company intends to
consolidate or merge with any other corporation (other than a merger in
which the Company is the surviving or continuing corporation and its capital
stock is unchanged) or sell or transfer all or substantially all of the assets
of the Company or any person, group or entity (including the Company) publicly
announces a tender offer to purchase 50% or more of the Company's Common Stock
(or any other takeover scheme) then the conversion price of the Notes will be
equal to the lower of the conversion price that would be effect on the date the
announcement is made or the current conversion price at the time the Selling
Security Holders wish to convert.
23
The Company must satisfy certain conditions under the Agreement, before the
Selling Security Holders are required to purchase the additional $200,000 of
Convertible Notes and Warrants to purchase 200,000 shares of Common Stock,
consisting of the following: (i) the Company's representations and warranties
contained in the Agreement are true and correct in all material respects on the
date when made and as of Closing; (ii) the Company shall have performed,
satisfied and complied in al material respects with the covenants, agreements
and conditions required by the Agreement; (iii) there is no litigation, statute,
rule, regulation, executive order, decree, ruling or injunction that has been
enacted, entered, promulgated or endorsed by or in any court or government
authority of competent jurisdiction or any self-regulatory organization having
requisite authority which prohibits the transactions contemplated by the
Agreement; (iv) no event has occurred which could reasonably be expected to have
a material adverse effect on the Company; (v) the shares of Common Stock
issuable upon conversion of the Notes and exercise of the Warrants have been
authorized for quotation on the OTCBB and trading in our Common Stock on the
OTCBB has not been suspended by the SEC or the OTCBB; (vi) the Company shall
provide a legal opinion to the Selling Security Holders; and (vii) the Company
shall provide certain certificates of its officers to the Selling Security
Holders regarding the Company's capitalization, the truth and correctness of its
representations and warranties in the Agreement, the Company's Articles of
Incorporation, Bylaws and Board of Directors' resolutions relating to the
purchase and sale of the remaining Convertible Notes and related Warrants.
In connection with the Agreement, MacDonald S. Tudeme, our Chief Executive
Officer, pledged 5,700,000 shares of Common Stock owned by him as collateral to
guarantee the due and punctual performance and payment of our obligations under
the Agreement and related documents. We granted the Selling Security Holders a
continuing, first priority security interest in our general assets (the
"Security Agreement") and our intellectual property (the "Intellectual Property
Security Agreement").
LEGAL MATTERS
-------------
David M. Loev, Attorney at Law, Houston, Texas, the Company's counsel, will
give an opinion on the validity of the shares of Common Stock being registered
and offered in this Prospectus.
EXPERTS
-------
The audited financial statements as of December 31, 2002 and 2003 included
in this Prospectus have been included in reliance on the report of Clyde Bailey,
P.C., Certified Public Accountant, given as an expert in accounting and
auditing.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
-----------------------------------------------------------
SECURITIES ACT LIABILITIESDISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
- -------------------------------------------------------------------------------
FOR SECURITIES ACT LIABILITIES
------------------------------
Our Articles of Incorporation, as amended, and Bylaws provide for
indemnification from liability of our officers and directors to the fullest
extent permitted by Nevada Law, including future amendments to Nevada Law.
Nevada Law generally provides that we may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed Proceeding by reason of the fact that the person is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with the Proceeding
upon a determination by our stockholders, a majority of our disinterested
directors or independent legal counsel that indemnification is proper in the
circumstances, provided that: a) it is not proven that the person's act or
failure to act constituted a breach of the person's fiduciary duties as an
officer or director, and the person's breach of those duties involved
intentional misconduct, fraud or a knowing violation of law; or b) the person
acted in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, the person had no reasonable cause to believe
that the person's conduct was unlawful. Nevada Law also generally limits the
liability of our officers and directors for any damages as a result of any act
or failure to act in the officer's or director's capacity as an officer or
director provided that: a) it is not proven that the person's act or failure to
act constituted a breach of the person's fiduciary duties as an officer or
director, and the person's breach of those duties involved intentional
misconduct, fraud or a knowing violation of law. Thus, the Company may be
prevented from recovering damages for certain alleged errors or omissions by the
officers and directors for liabilities incurred in connection with their good
faith acts for the Company.
24
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
DESCRIPTION OF BUSINESS
-----------------------
BUSINESS DEVELOPMENT
The Company was originally incorporated in Nevada as JavaJuice.net on
September 13, 2000. The Company's business plan was to engage in the operation
of an Internet Cafe in Reno, Nevada. Prior to entering into the Exchange,
discussed below, and the consummation of the transactions thereunder, the
Company was considered a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7, as the Company's planned principal operations
had not commenced, the Company had not generated any revenue, and all of its
efforts were devoted to securing and establishing a new business.
On August 8, 2003, JavaJuice, MT and the former MT shareholders entered
into the Exchange whereby MT became a wholly-owned subsidiary of the Company. In
addition, MacDonald Tudeme, the Company's Chief Executive Officer, a director of
the Company, and a former MT shareholder, entered into a stock purchase
agreement with the Company's former officer and director, Laura Mazany. As a
result of these transactions, control of the Company shifted to the former MT
shareholders.
In September 2003, the Company completed an 80 to 1 forward stock split
followed by a 1 to 4 reverse stock split. The stock splits are collectively
referred to herein as the "Stock Splits." The effects of the Stock Splits have
been retroactively reflected in this Prospectus unless otherwise stated. The
reason for the forward split followed by a reverse split was that after the
Company completed the forward split, the Directors felt that too many shares
were issued and outstanding, and that the Company would therefore look less
attractive to investors. The Company then affected a reverse stock split to
lower the number of outstanding shares of the Company and make the Company more
attractive to investors. This was not done to reduce the number of investors, as
the number of investors before and after the Stock Splits remained the same.
MT operates a payroll nurse staffing and homecare business. As a result of
a change in business focus due to the acquisition of MT, the Company changed its
name to MT Ultimate Healthcare Corp. In February 2004, the Company established
an infusion nursing department. The Company has a contract with various infusion
companies to provide skilled nursing services, including Registered Nurses to
patients in their homes. The Company currently employs two full time employees
in its infusion department, an administrator and a scheduler, as well as a
director of patient services who works approximately 30 hours per week. The main
function of the employees in the infusion nursing department is to administer
the department, making sure that the nurses visit the clients as scheduled, as
well as acting as a liaison between the clients and the infusion companies with
whom the Company has contracts. Additionally, the Company employs approximately
12 registered nurses who visit clients in their homes.
25
On May 20, 2004, the Company acquired all of the issued and outstanding
common stock of BP from BP's sole shareholder in exchange for 200,000 shares of
the Company's Common Stock. As additional consideration, the Company agreed to
pay BP's sole shareholder an aggregate of $150,000 cash payable as follows: a)
$25,000 upon closing the transaction; and b) $125,000 payable at the beginning
of the month in equal monthly installments of $4,808 over a twenty-five month
period beginning June 2004, and a final payment of $4,800 at the beginning of
the twenty-sixth month following June 2004. BP provides 24-hour healthcare
services to senior citizens in the New Jersey metropolitan area.
On August 31, 2004 (the "Closing"), the Company entered into a Securities
Purchase Agreement (the "Agreement") with AJW Partners, LLC ("Partners"), AJW
Offshore, Ltd. ("Offshore"), AJW Qualified Partners, LLC ("Qualified"), and New
Millennium Capital Partners II, LLC ("New Millennium") to purchase callable
secured convertible notes having an aggregate principal amount of $700,000, a
10% annual interest rate payable quarterly, a term of two (2) years, and a
conversion price, as of January 20, 2005 (the "Filing Date"), of $0.04267 per
share (the "Convertible Notes" or "Notes"). Partners, Offshore, Qualified and
New Millennium are collectively referred to herein as the "Selling Security
Holders." The Agreement also provides for the issuance of warrants to purchase
up to an aggregate of 700,000 shares of Common Stock, with an exercise price of
$0.45 per share (the "Warrants"). The shares of Common Stock being offered for
resale in this Prospectus consist of 200% of the shares of Common Stock issuable
upon conversion of the Convertible Notes (or 32,812,500 shares as of the Filing
Date), and 200% of the shares of Common Stock issuable upon the exercise of the
Warrants (or 1,400,000 shares). We will not receive any proceeds from the resale
of our Common Stock issuable upon conversion of the Notes or exercise of the
Warrants. We will however receive proceeds from the sale of the additional
$200,000 of Convertible Notes and exercise of the Warrants. As of the date of
this Prospectus, we have sold $500,000 of the Convertible Notes. We have agreed
to sell an additional $200,000 of Convertible Notes upon the effectiveness of
the registration statement to which this Prospectus is a part. Investors should
note that the Notes are secured by substantially all of the Company's assets.
The sale of the additional Convertible Notes is subject to our satisfying
certain conditions described in the section entitled "RISK FACTORS".
On October 1, 2004, the Company entered into an Agreement and Plan of
Acquisition and Merger ("A&M Agreement") to acquire Abundant Nursing, Inc., a
Pennsylvania corporation ("Abundant") in exchange for $150,000 paid on October
1, 2004, and a five-year promissory note in the principal amount of $295,000
that accrues interest at a rate of seven percent (7%) per annum. Abundant may be
merged with and into the Company after the Company has fully-paid all amounts
due under the A&M Agreement. Until such time as the Company pays the full
consideration pursuant to the A&M Agreement, Abundant will be operated by the
Company as a stand alone subsidiary. Abundant is located in Mount Joy,
Pennsylvania, and provides staffing in the central area of Pennsylvania and the
Lancaster area.
On October 28, 2004, the Company entered into a Nurse Recruitment and
Placement Services Agreement for International Nurses ("Nurse Recruitment
Agreement") with Nurse Employment & Immigration, Inc. ("NEI"). Under the terms
of the Nurse Recruitment Agreement, NEI will supply the Company with resumes of
nurses who have passed the Commission on Graduates of Foreign Nursing Schools
test ("CGFNS"), and the Company will be responsible for the immigration of the
nurses, including providing all required documents, orientation and diversity
programs, work permits, and payment of expense allowance. In return for NEI
referring foreign nurses to the Company for immigration, the Company pays NEI a
referral fee. This referral fee is paid in two different phases. Under the first
phase, before the individual has arrived in the U.S., the following payments
will be made to NEI: $2,000 when a nurse is selected, $2,000 when the
immigration papers are filed, $1,000 before VISA stamping in the home country is
completed, and $1,000 before the nurse arrives in US. Under phase two, which
starts after the individual arrives in the U.S. and begins working for the
Company, the fees paid to NEI are as follows: any hourly rate of up to $30.00
per hour will result in a $2 per hour fee to NEI, and any hourly rate of $30.01
and higher will result in NEI receiving fifty (50%) percent of the excess amount
over $30.00, multiplied by the hours worked by the nurse. During phase two, the
number of hours shall not include over-time, part-time, or weekend work.
The initial term of the Nurse Recruitment Agreement is for one (1) year.
Unless terminated by the Company or NEI earlier, after the receipt of 30 days
written notice to the other party, and will renew automatically for additional
one-year terms unless either Party provides the other written notice of
termination at least thirty (30) days prior to the expiration date of such term.
If terminated, the Company is still required to pay NEI for any successful
referrals made by NEI prior to the termination, for as long as the referral
nurse continues to work for the Company.
26
The bulk of the Company's revenue for the year ending December 31, 2003, as
well as the first two quarters of 2004, came from the two city hospitals, Queens
General and Metropolitan Hospital However, since establishing the infusion
therapy department, the Company's customer base has grown and the Company now
relies less on those hospitals for revenue. Additionally, through the
acquisitions of BP and Abundant the Company believes it is diversifying its
operations.
Investors are encouraged to view the Company's filings at www.sec.gov, as
well as the Company's website, www.mthealthcare.com, before making any
investment in the Company.
PRINCIPAL PRODUCTS AND SERVICES
The Company, through its wholly-owned Nevada subsidiary, MT, operates a
payroll nurse staffing and homecare business. The Company provides 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. 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 also operates a 24-hour healthcare services business for
senior citizens through its wholly-owned New Jersey subsidiary, BP.
Currently, the Company's primary target market consists of public
hospitals, private hospitals and nursing homes in the five (5) Boroughs of New
York City, the elderly and patients that have been discharged from hospitals and
are recuperating at home. The market for the provision of healthcare services in
New York City metropolitan area is very competitive. MT competes with several
healthcare service providers and healthcare staffing companies. These
competitors include Best Care, All Care Services, White Gloves, and Prefer
Nursing. MT believes that it has the capacity to acquire 5% of its primary
target market.
The Company's 24 hour healthcare services business operates 24 hours, seven
days a week. The Company's 24 hour healthcare services business allows anyone
who needs answers to questions or help from a nurse to receive that information
at any time of night or day. The Company is then able to send a nurse who is on
standby to the caller's house or facility which is in need of assistance.
The Company takes into consideration the customer's needs and optimizes its
resources to fit those needs. The Company markets its services under the names
"M.T. Ultimate Healthcare Staffing and Homecare Services," "M.T. Ultimate
Services," or "M.T. Ultimate."
INDUSTRY AND MARKET OVERVIEW
Based on research that the Company conducted on twenty-five hospitals and
nursing homes, the results show that they employ staff agency employees to cover
odd shifts such as nights, weekends and unplanned absenteeism and the Company
believes that the demand for nurses will continue to rise as the "baby boomers"
retire. Furthermore, the Company believes that there is a present shortage of
skilled nursing professionals which the Company believes will worsen due to the
pressures of managed care. Therefore, the Company believes that hospitals will
continue to have a growing need for agency nurses. The Company feels it remains
flexible enough to meet the staffing requirements of both the hospital and the
home healthcare segments.
27
COMPETITION AND COMPETITIVE STRATEGY
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 very small
competitors operating on a localized basis. There are however, a few larger
companies that operate on a national basis. The Company believes that its
marketing approach, coupled with innovative methods for identifying skilled
personnel offer advantages to the Company. The Company feels that one reason for
this advantage is the way in which the Company relates to its staff. The Company
believes that it has a personal relationship with its staff which is different
from the majority of its competitors and which the immigrants on whom the
Company's relies can appreciate. One such advantage the Company feels it offers
is that the Company has a referral system in place whereby the referring party
gets a bonus for each new nurse referred to the Company. Additionally, some of
the Company's management and the majority of the staff are immigrants themselves
which helps build camaraderie with immigrants new to this country. The Company's
staff members belong to the cultural groups and organize churches which many
immigrants belong, which helps the Company gain inside information on the
arrival of new immigrants.
The Company intends to compete in the nurse staffing industry based
primarily on its unique marketing approach, its willingness to provide support
to its staff, superior client service, and its aggressive recruitment policy
within the United States and abroad. The Company's management believes that its
ability to recruit experienced nursing staff and its relationship with its staff
gives the Company an advantage over its competitors which include RehabCare's
StarMed Staffing Division, Medical Staffing Network, IntelliStaff, NurseFinders,
White Gloves, ATC Healthcare, and Best Care.
Recruitment Policy
- -------------------
We believe that there is currently a pool of trained, experienced,
immigrant nurses in the New York City metropolitan area, because of the large
number of phone calls we received from job advertisements we have placed for
trained workers. We feel that most of our competitors are not positioned to
identify, connect with, and turn this pool of nurses into a New York State
licensed workforce. The Company's strategy for bringing in this workforce,
which it believes exists, is based in large part on management's first-hand
knowledge of successfully making a cultural conversion as it relates to nursing,
which comes from many of the Company's management being immigrants to the United
States themselves. The Company intends to attract this pool or nurses by
assisting them in obtaining their New York State nursing licenses.
In addition to this internal recruitment drive, the Company also intends to
recruit trained, experienced nurses from the Philippines, India, the West
Indies, Africa and Europe. The Company, with the assistance of immigration
lawyers, intends to sponsor these nurses, assist them in obtaining New York
State nursing licenses, and sign them to renewable three-year employment
contracts. The Company is currently working with an immigration law firm in
Virginia who is assisting the Company in the preparation and filing of
immigration papers for foreign nurses. The Company is sponsoring these nurses in
their employment with hospitals in the U.S. The Company's partner Nurse
Employment & Immigration, Inc. ("NEI ") has nurses in India and operates a
school where nurses are oriented and prepared to pass the National Council
Licensure Examination and the Commission on Graduates of Foreign Nursing Schools
test ("CGFNS") which allows them to come to the U.S. for nursing employment. The
nurses are screened and processed and once they are found to be CGFNS ready, the
Company applies for a work permit for the nurses which can later lead to a green
card. NEI recruits nurses licensed in India through an Indian company licensed
by the Indian government to recruit nurses. Currently the Company only has a
working partnership with companies in India to bring nurses to the U.S.,
however, the Company hopes to eventually establish contacts in the Philippines,
Nigeria and Ghana, of which there can be no assurances.
28
We have not previously recruited any nurses from outside of the country.
However, our partner NEI has placed approximately 23 nurses in hospitals in New
York, New Jersey and Pennsylvania in the past. The Company currently has two
foreign nurses working for the Company in the U.S., which were recruited through
NEI. Additionally, the Company has plans to file papers for nine registered
nurses with the United States Citizenship and Immigration Services.
Some of the Company's employees are independent contractors, particularly
Registered Nurses who are engaged in the Company's high tech nursing operations,
because they specialize in the field of infusion therapy. Additionally, because
Registered Nurses require specialized licenses, they are in high demand and
often work with more than one agency. As a result of being considered an
independent contractor, these individuals are required to pay their own federal,
state and local taxes.
CLIENT BASE AND RECENT DEVELOPMENTS
The Company has a range of clients, notably spanning hospitals located in
the metropolitan New York City area. The Company's largest client is the City
of New York Hospitals which accounted for approximately 73% of total revenues
for December 31, 2003. However, because the City of New York Hospitals ("City
Hospitals") do not provide service contracts, the Company is not currently
operating under one. Instead, after the City Hospitals reviewed the Company's
pay rates and holidays they issued a vendor number to the Company. The
Company's continued service depends on the City Hospitals need and the Company's
ability to provide services. The Company actively seeks to increase its client
base and to broaden its service and product offerings.
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, New York. 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 signed three contracts in 2004 and one in 2003 that relate to its
business operations. In July 2004 and in March 2004, the Company signed a
contract with Prompt Care, Inc. ("Prompt Care") and MidAtlantic Home Infusion
Company ("MidAtlantic"), respectively, to provide Prompt Care and MidAtlantic on
an as-needed basis with specialized nursing personnel qualified to provide home
infusion therapy to patients in the New York area. The MidAtlantic contract is
for the term of one (1) year and will be reviewed annually. The MidAtlantic
contract may be terminated with at least thirty (30) days written notice by
either party.
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.
During the second quarter of 2003, the Company signed a contract with CABS
Nursing Home of Brooklyn, New York ("CABS") to provide CABS on an as-needed
basis with qualified nursing personnel over the next several years. However, at
this time the Company is in the process of discontinuing its services to CABS.
All three of the contracts are non-exclusive and continued service under the
contracts depends on the quality of services provided by the Company.
29
The Company expects that, due to planned expansion, the license to operate
as a LHCSA, and the new contracts with Prompt Care, MidAtlantic and CABS, the
Company will depend less heavily on the City of New York Hospitals as a source
of revenue during 2004.
GOVERNMENT REGULATION
The Company is licensed by the State of New York, Department oh Health 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. In the event we do not comply with the
license, we may be subject to penalties.
EMPLOYEES
The Company currently employs approximately sixty (60) people on a
full-time basis. These employees include Certified Nursing Assistants, Nurse
Technicians, Licensed Practical Nurses, and Registered Nurses. The Company
intends to recruit at least three Registered Nurses during the fourth quarter of
2004. The Company employs two full-time employees in its infusion department,
including an administrator and a scheduler, as well as a director of patient
services, who works approximately 30 hours per week. The main function of the
employees in the infusion nursing department is to administer the department,
making sure that the nurses visit the clients as scheduled, as well as acting as
a liaison between the clients and the infusion companies with whom the Company
has contracts. Additionally, the Company employs approximately 12 registered
nurses who visit clients in their homes. Some of the Company's employees are
independent contractors, particularly Registered Nurses who are engaged in the
Company's high tech nursing operations, because they specialize in the field of
infusion therapy. Additionally, because Registered Nurses require specialized
licenses, they are in high demand and often work with more than one agency. As
a result of being considered an independent contractor, these individuals are
required to pay their own federal, state and local taxes. Most of the Company's
other employees who do not work in the infusion department are paid hourly, but
are not considered independent contractors.
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
This report contains forward looking statements within the meaning of
Section 27a of the Securities Act of 1933 and Section 21e of the Securities
Exchange Act of 1934. These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or anticipated results, including those set forth,
above, in the section entitled "RISK FACTORS" and elsewhere in this Prospectus.
The following discussion and analysis should be read in conjunction with the
Company's financial statements and notes thereto included in the section
entitled "FINANCIAL STATEMENTS" in this Prospectus.
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 and second 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. The Company acquired BP and Abundant in accordance with
the Company's acquisition plan.
30
COMPARISON OF OPERATING RESULTS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2003
Revenues increased $135,640 (or 43.6%) from $310,812 for the three months
ended September 30, 2003 to $466,452 for the three months ended September 30,
2004. The increase in revenues was generally due to greater demand for the
Company's services in the New York City Hospital-Metropolitan area as well the
addition of BP sales for the three months ending September 30, 2004.
Cost of revenues increased $115,849 (or 49.1%) from $236,122 for the three
months ended September 30, 2003 to $351,971 for the three months ended September
30, 2004. The increase in cost of revenues was due to the variable cost
increase due to the addition of BP sales for the three months ending September
30, 2004.
Gross profit increased $19,791 (or 26.5%) from $74,690 for the three months
ended September 30, 2003 to $94,481 for the three months ended September 30,
2004. The increase in gross profit was attributable to the addition of BP sales
for the three months ending September 30, 2004.
Gross profit as a percentage of sales ("gross profit margin") increased
2.9% from 21.1% for the three months ended September 30, 2004 to 24% for the
three months ended September 30, 2003.
The Company had total expenses of $433,698 for the three months ended
September 30, 2004, as compared to total expenses of $87,744 for the three
months ended September 30, 2003, an increase of $345,954. The expenses for the
three months ended September 30, 2004 consisted of the following: salaries and
wages of $109,332, stock issued for professional services of $175,000,
professional fees of $37,720, rent of $21,918, depreciation of $8,222,
amortization expense of $6,263, interest expense of $7,562, and operating
expenses of $67,691. In comparison, the expenses for the three months ended
September 30, 2003 consisted of salaries and wages of $22,793, professional fees
of $16,242, rent of $3,600, depreciation of $5,909, interest expense of $8,117
and operating expenses of $31,083. The increase in expenses was primarily due
to the additional administrative costs associated with BP and the granting and
issuance of stock valued at $175,000 for professional services for the period.
The Company's employees in its infusion department are paid hourly with the
majority being considered independent contractors, meaning they pay their own
taxes. The Company's employees in other departments are paid hourly and not
considered independent contractors.
For the three months ended September 30, 2004, the Company had a net loss
from operations of $339,217, as compared to a net loss from operations of
$13,054 for the three months ended September 30, 2003. The Increase in net loss
from operations was primarily due to the Company's increase in expenses for the
three months ended September 30, 2004.
Although the Company has incurred a net operating loss ("NOL"), no tax
benefit is being recorded at this time because there is no assurance that the
Company will recover the NOL.
The Company had a net loss of $339,217 for the three months ended September
30, 2004, as compared to a net income of $13,054 for the three months ended
September 30, 2003. The Increase in net loss was primarily due to the Company's
increase in expenses for the three months ended September 30, 2004.
As of September 30, 2004, the Company had an accumulated deficit of
$866,030.
31
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2003
Revenues increased $575,102 (or 76.4%) from $752,681 for the nine months
ended September 30, 2003 to $1,327,783 for the nine months ended September 30,
2004. The increase in revenues was due to increased hospital sales from
Metropolitan Hospital, increased homecare sales which occurred after acquiring
New York State homecare license as a provider of homecare in that state,
introduction of infusion and No Fault Insurance homecare services, and the
takeover of BP.
Cost of revenues increased $472,822 (or 87%) from $543,758 for the nine
months ended September 30, 2003 to $1,016,580 for the nine months ended
September 30, 2004. The increase in cost of revenues was directly attributable
to the increase in revenues.
Gross profit increased $102,280 (or 49%) from $208,923 for the nine months
ended September 30, 2003 to $311,203 for the nine months ended September 30,
2004. The increase in gross profit was attributable to increased sales from the
New York City Hospital, increased sales from homecare services, increased sales
with the introduction of infusion homecare services and no-fault insurance
homecare services.
Gross profit as a percentage of sales ("gross profit margin") was 23.4% for
the nine months ended September 30, 2004, as compared to 27.8% for the nine
months ended September 30, 2003. The decrease in gross profit margin is
attributable to the increase in cost of revenues.
The Company had total expenses of $1,132,480 for the nine months ended
September 30, 2004, as compared to total expenses of $198,452 for the nine
months ended September 30, 2003. The expenses for the nine months ended
September 30, 2004 consisted of the following: salaries and wages of $290,391,
stock issued for professional services of $465,000, professional fees of
$107,643, rent of $65,082, depreciation of $23,502, amortization expense of
$6,263, interest expense of $12,756, and operating expenses of $161,843. In
comparison, the expenses for the nine months ended September 30, 2003 consisted
of salaries and wages of $53,299, professional fees of $30,336, rent of $9,600,
depreciation of $15,408, interest expense of $18,479 and operating expenses of
$71,330. The increase in expenses was due to increased administrative costs
associated with the Company going public, increased costs due to the granting
and issuance of stock for professional services, increased administrative costs
associated with the introduction of infusion and no-fault insurance homecare
services, and increased administrative costs associated with the acquisition of
BP.
For the nine months ended September 30, 2004, the Company had a net loss
from operations of $821,277, as compared to net income from operations of
$10,471 for the nine months ended September 30, 2003. The change in position
from net income from operations to net loss from operations was 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 that the
Company will recover the NOL.
The Company had a net loss of $821,277 for the nine months ended September
30, 2004, as compared to a net income of $10,471 for the nine months ended
September 30, 2003. The change in position from net income to net loss was due
to the increase in cost of revenues and the increase in expenses.
32
FISCAL YEAR ENDED DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2002
Revenues increased $499,904 (or 76%) from $659,333 for the fiscal year
ended December 31, 2002 to $1,159,237 for the fiscal year ended December 31,
2003. The increase in revenues was due to new business infusion and skilled
nursing services being provided during 2003.
Cost of revenues increased $384,728 from $508,144 for the fiscal year ended
December 31, 2002 to $892, 872 (or 76%) for the fiscal year ended December 31,
2003. The increase in cost of revenues was due to the increase in sales.
Gross profit increased $115,176 (or 76%) from $151,189 for the fiscal year
ended December 31, 2002 to $266,365 for the fiscal year ended December 31, 2003.
The increase in gross profit was attributable to the matching increases in
revenues and cost of revenues. As a result, gross profit as a percentage of
sales ("gross profit margin") remained the same at 23% for both the fiscal years
ended December 31, 2003 and 2002.
The Company had total expenses of $363,325 for the fiscal year ended
December 31, 2003, as compared to total expenses of $143,315 for the fiscal year
ended December 31, 2002. The expenses for the fiscal year ended December 31,
2003 consisted of the following: $75,129 of salaries and wages, $77,902 of
professional fees, $23,920 of depreciation, $12,867 of interest expense, and
$173,507 of operating expenses. In comparison, the expenses for the fiscal year
ended December 31, 2002 consisted of $33,355 of salaries and wages, $10,036 of
professional fees, $15,527 of depreciation, $7,930 of interest expense, and
$76,467 of operating expenses. The increase in expenses was primarily due to
infrastructural developments, licensure expenses, and increased operations.
For the fiscal year ended December 31, 2003, the Company had a net loss
from operations of $96,960, as compared to net income of $7,874 for the fiscal
year ended December 31, 2002. The change in position from net income from
operations to net loss from operations is due to the increase in expenses.
Although the Company has incurred an NOL, no tax benefit is being recorded at
this time because there is no assurance that the Company will recover the NOL.
The Company had a net loss of $96,960 for the fiscal year ended December
31, 2003, as compared to net income of $7,874 for the fiscal year ended December
31, 2002. The change in position from net income to net loss is due to the
increase in expenses.
As of December 31, 2003, the Company had an accumulated deficit of $64,753.
The Company had basic and diluted earnings per share of $(0.00) and $0.00
as of December 31, 2003 and 2002, respectively.
As of December 31, 2003, total current assets were $271,964 which consisted
of $54,758 of cash, $197,034 of accounts receivable, net of an allowance for
doubtful accounts, and $20,172 of other current assets.
As of December 31, 2003, total current liabilities were $67,369 which
consisted of $59,867 of accounts payable and accrued liabilities and $7,502 of
current portion of capital leases.
Net working capital was $204,595 at December 31, 2003. The ratio of current
assets to current liabilities was 4.0.
The Company had a net increase in cash of $21,068 for the fiscal year ended
December 31, 2003. The Company used $153,163 of cash in operating activities,
consisting of the Company's net loss of $96,960 and adjustments due to an
increase of $62,472 in accounts receivable and an increase of $20,702 in other
current assets which were offset by an adjustment of $12,877 for depreciation
and an adjustment of $14,094 due to an increase in accounts payable.
33
The Company spent $44,775 on property, plant and equipment during the
fiscal year ended December 31, 2003.
Cash flows from financing activities were $219,006 for the fiscal year
ended December 31, 2003, consisting of an increase of bank notes in the amount
of $60,484, an increase in capital leases of $8,522 and an issuance of 600,000
shares of the Company's common stock as satisfaction of indebtedness in the
amount of $150,000.
Interest expense was $12,867 for the fiscal year ended December 31, 2003.
As described in Note 6 of Notes to Financial Statements for December 31, 2003,
included in the section heading "Financial Statements", the Company has two
lines of credit with variable interest rates that are underwritten by the Small
Business Administration. As of December 31, 2003, $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 was $19,754 as of
December 31, 2004 of which $7,502 was the current portion of the lease
commitment.
The Company has entered into various leases for office space. As of
December 31, 2003, the minimum lease payments under these leases in 2004 was
$66,310.
The Company requires $2 million of financing to expand its business
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. This financing is in addition to $500,000 already raised and a
$200,000 commitment. We recently received an aggregate of $500,000 of
Convertible Note financing from four (4) unrelated parties, which we have
already spent. We also received a commitment from these parties to purchase an
additional $200,000 of convertible debt (subject to the Company's satisfaction
of certain conditions as discussed under the heading "Risk Factors") upon the
effectiveness of the registration statement to which this Prospectus is a part.
In connection with the Convertible Note financing, we issued Warrants to
purchase 500,000 shares of our Common Stock at an exercise price of $0.45 per
share. We will issue identical Warrants to purchase 200,000 shares of our
Common Stock along with the commitment to purchase an additional $200,000 of
convertible debt. At this time, no financing other than the $200,000 commitment
has been secured or identified. Our growth and continued operations could be
impaired by limitations on our access to the capital markets. Without
additional financing, we can continue our operations. However, if we are unable
to obtain additional financing upon terms that management deems sufficiently
favorable, or at all, it would have a material adverse impact upon our ability
to pursue our expansion strategy. There can be no assurance that capital from
outside sources will be available, or if such financing is available, it may
involve issuing securities senior to our Common Stock or equity financings which
are dilutive to holders of our Common Stock. In addition, in the event we do
not raise additional capital from conventional sources, it is likely that our
growth will be restricted and we may need to scale back or curtail implementing
our business plan.
While the Company is not currently a party to any additional agreements,
other then those discussed herein, with respect to any acquisitions, it is
possible that an agreement in principle or a definitive agreement as to one or
more acquisitions will be executed prior to the completion of the current
capital raising efforts. The capital requirements as stated will be sufficient
to complete the Company's initial acquisition and expansion phase over the next
18 to 24 months. The Company may require additional investment capital in the
future to support additional strategic acquisitions and further expansion
initiatives.
34
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2004, total current assets were $683,689 which
consisted of accounts receivable, net of an allowance for doubtful accounts, of
$367,059, and other current assets of $316,630.
As of September 30, 2004, total current liabilities were $592,184 which
consisted of accounts payable and accrued liabilities of $41,659, a cash
overdraft of $4,723, a note payable of $537,416, and the current portion of
capital leases of $8,386.
Net working capital was $91,505 at September 30, 2004. The ratio of
current assets to current liabilities was 1.15.
Net cash used in operating activities was $936,203 for the nine months
ended September 30, 2004, as compared to net cash used in operating activities
of $19,803 for the nine months ended September 30, 2003. For the nine months
ended September 30, 2004, the Company had net loss of $821,277, a decrease in
accounts receivable of $170,025, a decrease in other current assets of $296,458
and a decrease in accounts payable and accrued liabilities of $18,208 that was
offset by $29,765 of depreciation and $465,000 of stock issued for services.
Net cash used in investing activities was $21,684 for the nine months ended
September 30, 2004, as compared to net cash used in investing activities of
$19,715 for the nine months ended September 30, 2003. The Company made
investments in property, plant and equipment during these periods.
Net cash provided from financing activities was $897,991 for the nine
months ended September 30, 2004, as compared to net cash provided from financing
activities of $101,929 for the nine months ended September 30, 2003. The
Company's primary source of cash from financing activities for the nine months
ended September 30, 2004 was $787,416 notes payable, as discussed in Note 4 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 $59,481 for the nine months ended
September 30, 2004.
The Company does not have any commitments or identified sources of
additional capital from third parties or from its officers, directors or
majority shareholders. The Company does expect to raise $200,000 from the sale
of Convertible Notes, upon the effectiveness of its Registration Statement.
Additionally, the Company has a $150,000 SBA loan and a $50,000 line of credit
which is payable on demand on January 1, 2009, and bears interest at bank prime
rate plus 1% for any outstanding operating indebtedness. However, there is no
assurance that additional financing will be available on favorable terms, if at
all. The balance on the line of credit was $37,649 as of September 30, 2004 and
the balance on the SBA loan was $134,042 as of September 30, 2004. The interest
expense on the $50,000 line of credit was $931 and $2,241, respectively for the
three and nine months ended September 30, 2004. The interest expense on the
$150,000 loan was $1,906 and $6,276, respectively for the three and nine months
ended September 30, 2004. If the Company is unable to raise such additional
financing, it would have a materially adverse effect upon the Company's ability
to implement its business plan and may cause the Company to curtail or scale
back its current operations.
The Company has already spent the $500,000 raised from the Securities
Purchase Agreement as a down payment on the acquisition of Abundant and the
payment of outstanding debt and legal costs and interest on the money raised.
At September 30, 2004, the Company had $0 in cash.
35
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.
Revenue. The Company's revenue is considered realized when the earnings
process is complete and an exchange takes place. In the Company's case, this is
when staffing and homecare services are rendered to its clients. The volume of
sales and revenues are comparatively small for the Company and therefore, the
matching of revenues and expenses in a given period can easily be achieved
without the need for 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.
36
DESCRIPTION OF PROPERTY
-----------------------
The Company's executive offices are located in Brooklyn, New York. The
Company placed a $11,918 security deposit for a five-year lease for
approximately 4,000 square feet of office space for its executive offices. The
current monthly lease commitment is $3,500 and will increase to $3,939 per month
at the end of the lease on October 31, 2008.
The Company entered into a lease for approximately 850 square feet of
office space in Baldwin, New York that became effective on January 1, 2004. The
current monthly lease commitment is $1,300. The lease expires in five years.
The Company currently has a five-year lease for office space in the Bronx,
New York that ends in 2007. The rental rate ranges from $650 to $850 per month
during the term of the lease.
CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS
---------------------------------------------
GUARANTEES
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 under a $150,000 loan and a $50,000 line of credit,
both of which are underwritten by the United States Small Business
Administration. The balance on the line of credit was $37,649 as of September
30, 2004 and the balance on the SBA loan was $134,042 as of September 30, 2004.
The interest expense on the $50,000 line of credit was $931 and $2,241,
respectively for the three and nine months ended September 30, 2004. The
interest expense on the $150,000 loan was $1,906 and $6,276, respectively for
the three and nine months ended September 30, 2004. Mr. Tudeme has also pledged
5,700,000 shares of Common Stock owned by him as collateral to guarantee the due
and punctual performance and payment of the Company's obligations under the
Agreement and related documents. Mr. Tudeme has made these guarantees without
charging a fee.
ENGAGEMENT LETTER AND ISSUANCE OF COMMON STOCK
Effective October 1, 2004, the Company entered into an engagement letter
with Wayne F. Richardson, as set forth in more detail under the section entitled
"Directors, Executive Officers, Promoters and Control Person", above. Mr.
Richardson will receive $57,000 as compensation for his services as the
Company's Chief Financial Officer. In August 2004, the Company issued 200,000
shares of Common Stock to Wayne F. Richardson for his services as a director of
the Company and the Company's Chief Financial Officer.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------
"Bid" and "asked" offers for the common stock are listed on the NASDAQ
OTC-Bulletin Board published by the National Quotation Bureau, Inc. The
Company's common stock began regular trading during the fiscal year ended
December 31, 2003. The trading symbol for the common stock was "JAVA" and was
changed to "MTUH" in connection with the Company's name change and an 80 to one
forward stock split in September 2003. As a result of a one to 4 reverse stock
split that also occurred in September 2003, the trading symbol was later changed
to the current symbol, "MTHC".
37
The following table sets forth the high and low bid prices for the
Company's common stock for the periods indicated as reported by the NASDAQ
OTC-Bulletin Board. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
Bid Prices
Quarter Ended High Low
- ------------- ---- ---
December 31, 2004 $0.30 $0.16
September 30, 2004 $0.90 $0.28
June 30, 2004 $0.60 $0.51
March 31, 2004 $1.05 $0.88
December 31, 2003 $1.05 $1.05
September 30, 2003 $1.50 $1.43
June 30, 2003 $0.02 $0.02
March 31, 2003 $0.01 $0.01
There were 35 holders of record of the common stock as of January 10, 2005.
The Company has never paid a cash dividend on its common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends to reinvest in its business operations any funds that could be used to
pay a cash dividend. The Company's common stock is considered a "penny stock"
as defined in the Commission's rules promulgated under the Exchange Act. In
general, a security which is not quoted on NASDAQ or has a market price of less
than $5.00 per share where the issuer does not have in excess of $2,000,000 in
net tangible assets (none of which conditions the Company meets) is considered a
penny stock. The Commission's rules regarding penny stocks impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
persons with net worth in excess of $1,000,000 or an annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by
the rules, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Thus the Rules affect the ability of broker-dealers to sell
the Company's shares should they wish to do so because of the adverse effect
that the Rules have upon liquidity of penny stocks. Unless the transaction is
exempt under the Rules, under the Securities Enforcement Remedies and Penny
Stock Reform Act of 1990, broker-dealers effecting customer transactions in
penny stocks are required to provide their customers with (i) a risk disclosure
document; (ii) disclosure of current bid and ask quotations if any; (iii)
disclosure of the compensation of the broker-dealer and its sales personnel in
the transaction; and (iv) monthly account statements showing the market value of
each penny stock held in the customer's account. As a result of the penny stock
rules the market liquidity for the Company's securities may be severely
adversely affected by limiting the ability of broker-dealers to sell the
Company's securities and the ability of purchasers of the securities to resell
them.
EXECUTIVE COMPENSATION
----------------------
SUMMARY COMPENSATION TABLE(1)
Annual Compensation
-------------------
Name & Principal Position Year Salary ($) Bonus ($) Other Annual Compensation
- ------------------------- ---- ---------- -------- -------------------------
MacDonald S. Tudeme, 2004 $66,344 $10,800 (2)
CEO, President, 2003 $ 8,654 $10,800 (2)
Treasurer and Director 2002 $ 0 $10,800 (2)
<FN>
(1) Does not include perquisites and other personal benefits in amounts less
than 10% of the total annual salary and other compensation.
38
(2) MacDonald S. Tudeme received a vehicle allowance of $10,800 during the
fiscal year ended December 31, 2003 and $10,800 during the fiscal year ended
December 31, 2002. Mr. Tudeme did not receive a vehicle allowance or any other
type of compensation during the fiscal year ended December 31, 2001.
FINANCIAL STATEMENTS
--------------------
MT ULTIMATE HEALTHCARE CORP
CONSOLIDATED BALANCE SHEET
Unaudited
A S S E T S
-----------
SEPTEMBER 30, DECEMBER 31.
--------------- --------------
Current Assets 2004 2003
-------------- --------------- --------------
Cash $ - $ 54,758
Accounts Receivable, net of allowance 367,059 197,034
Other Current Assets 316,630 20,172
--------------- --------------
Total Current Assets 683,689 271,964
--------------- --------------
Property, plant and equipment, net of accumulated depreciation 123,778 131,859
Other Assets 119,006
--------------- --------------
Total Assets $ 926,473 $ 403,823
=============== ==============
L I A B I L I T I E S
-----------------------
Current Liabilities
--------------- --------------
Accounts Payable and accrued liabilities 41,659 59,867
--------------- --------------
Cash Overdraft 4,723 -
--------------- --------------
Notes Payable 537,416 -
--------------- --------------
Current Portion Capital Lease 8,386 7,502
--------------- --------------
Total Current Liabilities 592,184 67,369
--------------- --------------
Long-Term Liabilities:
Bank Note 100,070 188,697
Note Payable 250,000 -
Capital Leases 5,847 12,252
--------------- --------------
Total Long Term Liabilities 355,917 200,949
--------------- --------------
Total Liabilities 948,101 268,318
S T O C K H O L D E R S ' E Q U I T Y
------------------------------------------
Common Stock 53,160 50,600
400,000,000 authorized shares, par value $..001
53,160,040 shares and 50,600,000 issued and outstanding
Additional Paid-in-Capital 811,242 149,658
Accumulated Deficit (886,030) (64,753)
--------------- --------------
Total Stockholders' Equity (21,628) 135,505
--------------- --------------
Total Liabilities and Stockholders' Equity $ 926,473 $ 403,823
=============== ==============
See accompanying notes to Financial Statements.
MT ULTIMATE HEALTHCARE
STATEMENT OF OPERATIONS
UNAUDITED
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
--------------------------------------------------------------
SEPTEMBER, 30 SEPTEMBER, 30
2004 2003 2004 2003
--------------------------------------------------------------
REVENUES:
- ---------
Revenues $ 446,452 $ 310,812 $ 1,327,783 $ 752,681
--------------------------------------------------------------
Total Revenues 446,452 310,812 1,327,783 752,681
--------------------------------------------------------------
COST OF REVENUES:
- ----------------
Cost of Revenues $ 351,971 $ 236,122 $ 1,016,580 $ 543,758
--------------------------------------------------------------
Gross Profit $ 94,481 $ 74,690 $ 311,203 208,923
EXPENSES:
- ---------
Salaries & Wages 109,322 22,793 290,391 53,299
Consulting Services 175,000 - 465,000 -
Professional Fees 37,720 16,242 107,643 30,336
Rent 21,918 3,600 65,082 9,600
Depreciation 8,222 5,909 23,502 15,408
Amortization 6,263 6,263
Interest Expense 7,562 8,117 12,756 18,479
Operating Expenses 67,691 31,083 161,843 71,330
--------------------------------------------------------------
Total Expenses 433,698 87,744 1,132,480 198,452
--------------------------------------------------------------
Net Income / (loss) from Operations (339,217) (13,054) (821,277) 10,471
PROVISION FOR INCOME TAXES:
- --------------------------
Income Tax Benefit - - - -
--------------------------------------------------------------
Net Income (Loss) $ (339,217) $ (13,054) $ (821,277) $ 10,471
==============================================================
Basic & Diluted Earnings Per Common Share $ (0.01) $ (0.00) $ (0.01) $ (0.00)
--------------------------------------------------------------
Weighted Average number of Common Shares 53,160,040 50,000,000 52,060,040 39,334,000
==============================================================
used in per share calculations
See accompanying notes to Financial Statements
MT ULTIMATE HEALTHCARE
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
FOR THE NINE MONTHS ENDED
-------------------------
SEPTEMBER, 30
2004 2003
---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net Income (Loss) $(821,277) $ 10,471
Adjustments to Reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation & Amortization 29,765 15,408
Stock Issued For Services 465,000
Changes in operating assets and liabilities:
Accounts Receivable (170,025) (77,760)
Other Current Assets (296,458) 4,050
Other Assets (125,000)
Accounts Payable and accrued liabilities (18,208) 28,028
---------- ---------
NET CASH PROVIDED FROM (USED IN)OPERATING ACTIVITIES (936,203) (19,803)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
- --------------------------------------------------------
Property, plant and equipment. (21,684) (19,715)
---------- ---------
NET CASH USED IN INVESTING ACTIVITIES (21,684) (19,715)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- --------------------------------------------------------
Bank Note (83,904) 50,000
Notes Payable 787,416 34,950
Issuance of Stock 200,000
Capital Leases (5,521) 16,979
---------- ---------
NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES. 897,991 101,929
---------- ---------
NET INCREASE IN CASH (59,896) 62,411
---------- ---------
CASH BALANCE, BEGIN PERIOD 54,758 33,690
---------- ---------
CASH BALANCE, END PERIOD $ (4,723) $ 96,101
========== =========
59,481
Supplemental Disclosures: (415)
Cash Paid for interest $ 12,756 $ 18,479
========== =========
Cash Paid for income taxes $ - $ -
========== =========
See accompanying notes to Financials Statements
MT Ultimate Healthcare Corp
Notes to Financial Statements
September 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 53,160,040 shares issued and outstanding as of
September 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 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. On July 1st, 2004 the Company expanded its
operations by acquiring the customers of a sole proprietor in New Jersey and
incorporated that operation under BP Senior Care, Inc a new incorporated
subsidiary. These financial statements reflect these filings.
FINANCIAL STATEMENT PRESENTATION
- ----------------------------------
The consolidated un-audited interim financial statements of the Company as
of September 30, 2004 and for the three and nine months ended September 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 September 30, 2004, and the results of their operations for the three
and nine months ended September 30, 2004 and 2003, and their cash flows for the
nine 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 Inc. (MT Ultimate) formerly Java
Juice.net. 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 MT Ultimate.
MT Ultimate Healthcare Corp
Notes to Financial Statements
September 30, 2004
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 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 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 December 31, 2003.
(b) a consolidated balance sheet prepared from the un-audited balance
sheets of Ultimate and BP Senior Care, Inc as of September 30, 2004.
(c) 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 MT Ultimate for the periods from January 1, 2004 to September, 30,
2004 with a comparative figures for the similar period from January 1,
2003 to September, 30, 2003.
PRINCIPLES OF CONSOLIDATION
- -----------------------------
The accompanying consolidated financial statements include the accounts of
MT Ultimate Healthcare Corp and it's wholly owned subsidiaries of MT Marketing
Int. Corp. and B.P. Senior Care, 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 $14,485 and $5,909 have been recorded in the
financial statements for the three months period ended September 30, 2004 and
September 30, 2003.
MT Ultimate Healthcare Corp
Notes to Financial Statements
September 30, 2004
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 professional 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 200,00 shares of common stock. In August, a $100,000 note was converted
into 400,000 shares valued at $.25 per share. Also in August a total of 700,000
shares of common stock were issued for professional services to consultants.
These shares had a fair market value of $.25 per share for a total of $175,000.
NOTE 3 - RELATED PARTIES
- --------------------------
The Company has significant related party transactions and/or relationships
with the Company's President, MacDonald Tudeme. He has guaranteed the Company's
bank indebtedness up to $200,000 without charging a fee.
Shareholders also advanced $57,614 the company on demand notes without
interest.
NOTE 4 - NOTES PAYABLE
- ------------------------
The company has a $200,000 SBA line of credit which is payable on demand on
January 1st.,2009 which bears at bank prime rate plus 1% for any outstanding
operating indebtedness. As of September,30th 2004 , the short term balance was
$71,621 and long term balance was $100,070.
On July,1st 2004 the company acquired BP Senior Care with a financial
arrangement whereby the seller took a demand note without interest for $125,000
and job with the Company as operations manger for the new incorporated
subsidiary BP Senior Care. Inc. The seller's starting salary was $60,000 and as
of September 30, 2004 the balance of the note was $115,384.
MT Ultimate Healthcare Corp
Notes to Financial Statements
September 30, 2004
On August 31st, 2004 entered into a securities purchase agreement whereby
callable, secured convertible notes of $500,000 bearing interest at a rate of
10% per annum for outstanding indebtedness was sold to AJW Partners, LLC and its
associates. The term of the notes are two years at a conversion price of $.124
which is and exercisable into $500,000 shares of common stock and warrants that
are exercisable at a price of $0.45 per share in a transaction that was
registered under the Securities Act of 1933 (the Act) for an aggregate of
$500,000 as of September 30, 2004. The conversion price is determined at the
time of conversion and is calculated as the lesser of the Variable Conversion
Price or $0.90. Generally, the Variable Conversion Price is the average of the
Three (3) lowest trading prices of the Registrant's common stock, $.001 par
value per share (the "Common Stock") during the twenty (20) trading day period
ending one trading day before the date that a Buyer sends notice of conversion
to the Registrant. The warrants expire in 5 years.
NOTE 5 -CAPITAL LEASES
- -----------------------
The company entered into lease arrangements to acquire equipment which has
been financed by a long 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 $8,386 and the long term portion is $5,847.
NOTE 6 -TRADE RECEIVABLES
- --------------------------
A summary of net trade Receivables as of September 30, 2004 and
September 30, 2003 is shown in the following table:
SEPTEMBER 30TH, 2004 SEPTEMBER 30TH, 2003
- -------------------------------------------------------------------------------
Hospital Staffing 69,842 183,752
Homecare Staffing 102,178 16,249
Infusion & No fault 200,589 -0-
Bad Debt Allowance (5,550) (5,000)
TOTAL NET TRADE RECEIVABLE $367,059 $195,001
- -------------------------------------------------------------------------------
The company provides an allowance for losses on trade receivables based on
a review of the current status of existing receivables and management's
evaluation of periodic aging of accounts.
NOTE 7. SUBSEQUENT EVENTS
- -------------------------
On October 1 ,2004 the Company acquired Abundant Nursing, Inc. a
Pennsylvania corporation using prepaid assets of $251,515 and entered into a
five year promissory note with the seller in the principal amount of $295,000
that accrues interest at a rate of 7% per annum on the outstanding indebtedness.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors and Shareholders
MT Ultimate Healthcare Corp
New York, NY
We have audited the accompanying consolidated balance sheet of MT Ultimate
Healthcare Corp. (formerly JaveJuice.net) (the "Company") as of December 31,
2003 and the related consolidated statement of operations, changes in
stockholders' equity, and consolidated statement of cash flows for the year
ended December 31, 2003 and 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audit
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2003, and the results of its operations and their cash flows for the years ended
December 31, 2003 and 2002 in conformity with accounting principles generally
accepted in the United States.
Clyde Bailey P.C.
APRIL 15, 2004
San Antonio, Texas
MT ULTIMATE HEALTHCARE CORP Restated
(FORMERLY JAVAJUICE.NET)
CONSOLIDATED BALANCE SHEET
As of December 31, 2003
A S S E T S
----------------
Current Assets
----------------
Cash $ 54,758
Accounts Receivable, net of allowance 197,034
Other Current Assets 20,172
----------------
Total Current Assets 271,964
----------------
Property, plant and equipment, net of accumulated depreciation 131,859
----------------
Total Assets $ 403,823
================
L I A B I L I T I E S
-------------------------
Current Liabilities
- ----------------------
Accounts Payable and accrued liabilities 59,867
Current Portion Capital Lease 7,502
----------------
Total Current Liabilities. 67,369
----------------
Long-Term Liabilities:
Bank Note 188,697
Capital Leases 12,252
----------------
Total Long Term Liabilities 200,949
----------------
Total Liabilities 268,318
S T O C K H O L D E R S ' E Q U I T Y
-------------------------------------------
Common Stock 50,600
Additional Paid-in-Capital 149,658
Accumulated Deficit (64,753)
----------------
Total Stockholders' Equity 135,505
----------------
Total Liabilities and Stockholders' Equity $ 403,823
================
See accompanying notes to Financial Statements.
2
MT ULTIMATE HEALTHCARE CORP
(FORMERLY JAVAJUICE.NET)
STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED
--------------------------------------------
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------
REVENUES:
- ---------
Revenues $ 1,159,237 $ 659,333
----------------- -----------------
Total Revenues 1,159,237 659,333
COST OF REVENUES:
- ----------------
Cost of Revenues $ 892,872 $ 508,144
----------------- -----------------
Gross Profit $ 266,365 $ 151,189
EXPENSES:
- ---------
Salaries & Wages 75,129 33,355
Professional Fees 77,902 10,036
Depreciation 23,920 15,527
Interest Expense 12,867 7,930
Operating Expenses 173,507 76,467
----------------- -----------------
Total Expenses 363,325 143,315
----------------- -----------------
Net loss from Operations (96,960) 7,874
PROVISION FOR INCOME TAXES:
- ---------------------------
Income Tax Benefit - -
----------------- -----------------
Net Income (Loss) $ (96,960) $ 7,874
================= =================
Basic and Diluted Earnings Per Common Share $ (0.00) $ 0.00
----------------- -----------------
Weighted Average number of Common Shares 39,383,333 34,000,000
================= =================
used in per share calculations
MT ULTIMATE HEALTHCARE CORP Restated
(FORMERLY JAVAJUICE.NET)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED
--------------------------------------------
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------
Cash Flows from Operating Activities:
- -------------------------------------
Net Income (Loss) $ (96,960) $ 7,874
Adjustments to Reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 12,877 15,527
Changes in operating assets and liabilities:
Accounts Receivable (62,472) (78,113)
Other Current Assets (20,702) -
Accounts Payable 14,094 17,078
----------------- -----------------
Net Cash Provided from Operating Activities (153,163) (37,634)
----------------- -----------------
Cash Flows from Investing Activities:
- -------------------------------------
Property, plant and equipment (44,775) (18,103)
----------------- -----------------
Net Cash Used in Investing Activities (44,775) (18,103)
----------------- -----------------
Cash Flows from Financing Activities:
- -------------------------------------
Bank Note 60,484 72,896
Capital Leases 8,522 -
Common Stock 150,000 13,500
----------------- -----------------
Net Cash Provided from Financing Activities 219,006 86,396
----------------- -----------------
Net Increase in Cash 21,068 30,659
----------------- -----------------
Cash Balance, Begin Period 33,690 3,031
----------------- -----------------
Cash Balance, End Period $ 54,758 $ 33,690
================= =================
Supplemental Disclosures:
Cash Paid for interest. $ 10,553 $ 7,930
================= =================
Cash Paid for income taxes $ - $ -
================= =================
See accompanying notes to Financial Statements.
MT ULTIMATE HEALTHCARE CORP Restated
(FORMERLY JAVAJUICE.NET)
STATEMENT OF STOCKHOLDERS' EQUITY
$0.001 Paid-In Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
------ --------- -------- ----------- ------------
Balance December 31, 2001 1,000 $ 1,000 $ 3,643 $ 24,333 $ 28,976
Stock Issued for Cash - 8,055 5,445 13,500
Net Income 7,874 7,874
Balance December 31, 2002 1,000 $ 9,055 $ 9,088 $ 32,207 $ 50,350
Prior MT Marketing capital (1,000) (9,055) - 9,055 -
replaced by MT Ultimate capital
upon consolidation under reverse
takeover accounting
Current MT Marketing capital 50,000,000 50,000 32,115 (50,000) 32,115
replaced by MT Ultimate capital
upon consolidation under reverse
takeover accounting
Transferred to Additional Paid in. (40,945) 40,945 -
Capital
Stock Issued for Debt 600,000 600 149,400 150,000
Net Loss (96,960) (96,960)
Balance December 31, 2003 50,600,000 $ 50,600 $149,658 $(64,753) $135,505
=========== =========== ======== =========== ============
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
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 50,000,000 shares issued and outstanding as of
September 30, 2003. 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 JavaJuice.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.
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 JavaJuice.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 as at December 31, 2003.
(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, 2002 to December 31,
2003. The results of operations, cash flows and changes in
shareholders' equity (deficit) of Ultimate are included commencing
July 1, 2003, the effective date of the Acquisition.
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
PRINCIPLES OF CONSOLIDATION
- -----------------------------
The accompanying consolidated financial statements include the accounts of MT
Ultimate Healthcare Corp and its 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.
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.
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 $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.
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
ADVERTISING
- -----------
The Company expensed Advertising and Marketing expenditures in the amount of
$9,131 for the year ended December 31, 2003
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 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.
RECENT ACCOUNTING PRONOUNCEMENTS
- ----------------------------------
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, including Indirect Guarantees of
Indebtedness of Others" ("Interpretation No. 45"). Interpretation No. 45
elaborates on the existing disclosure requirements for most guarantees,
including loan guarantees such as standby letters of credit. It also clarifies
that at the time a company issues a guarantee, the company must recognize an
initial liability for the fair market value of the obligations it assumes under
that guarantee and must disclose that information in its interim and annual
financial statements. The initial recognition and measurement provisions of
Interpretation No. 45 apply on a prospective basis to guarantees issued or
modified after December 31, 2002. Interpretation No. 45 did not have an effect
on the financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("Interpretation No. 46"), that clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. Interpretation No. 46 is
applicable immediately for variable interest entities created after January 31,
2003. For variable interest entities created prior to January 31, 2003, the
provisions of Interpretation No. 46 are applicable no later than July 1, 2003.
Interpretation No. 46 did not have an effect on the financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement No.
123" ("SFAS 148"). This Statement amends SFAS 123 to provide alternative methods
of transition for a voluntary change to the fair value method of accounting for
stock-based employee compensation. In addition, SFAS 148 amends the disclosure
requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements. Certain of the disclosure modifications are
required for fiscal years ending after December 15, 2002 and are included in the
notes to these consolidated financial statements.
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
Statement of Financial Accounting Standards SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity", were recently issued. SFAS No, 149, and 150 have no
current applicability to the Company or their effect on the financial statements
would not have been significant.
NOTE 2 - EQUIPMENT
- ---------------------
COST ACCUMULATED
DEPRECIATION NETBOOK VALUE
-------------------------------------------------------
Furniture and equipment $110,289 $31,151 $ 79,138
Computer equipment 20,956 7,604 13,352
Leasehold Improvements software 48,607 9,238 39,369
-------------------------------------------------------
$179,852 $ $47,993 $131,859
=======================================================
A total of $23,920 and $15,527 has been recognized as depreciation expense for
the periods ended December 31, 2003 and 2002.
NOTE 3 - COMMON STOCK
On August 8, 2003, the Company acquired MT Marketing International Corp ("MT
Marketing") as an operating subsidiary for 16,000,000 shares of common stock and
accounted for the acquisition as a reverse merger or a recapitalization. The
total outstanding shares at the date of this transaction was 34,000,000, as
adjusted.
The Company agreed to a 80 to 1 forward split of the shares on August 15, 2003.
On September 29, 2003, the Company agreed to a 1 for 4 reverse split. These
financial statements reflect these filings.
In December of 2003, the Company converted $150,000 of debt to equity by issuing
600,000 shares of common stock to the debtor.
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
NOTE 4- FEDERAL INCOME TAX
- ----------------------------
The components of the provision for income tax (expense) benefits are as
follows:
Year Ended December 31,
--------------------------
2003 2002
---- ----
Deferred:
Federal ($32,966) $ 2,677
State (4,363) 354
--------- --------
($37,329) $ 3,031
--------- --------
Such income tax (expense) benefits are included in the accompanying consolidated
financial statements as follows:
Year Ended December 31,
--------------------------
2003 2002
---- ----
Income from operations ($37,329) $3,031
Non-Deductible Expenses
and Non-Taxable Income -0- -0-
--------- --------
($37,329) $3,031
The above provision has been calculated based on Federal and State statutory
rates in the adjusted rates of 34% for Federal and 4.5% for State tax rates.
Temporary differences, which give rise to deferred tax assets and liabilities
are as follows:
Year Ended December 31,
---------------------------
2003 2002
Deferred tax assets:
Net Operating Loss ($37,329) $3,031
---------------------------
Net deferred tax assets
(liabilities) ($37,329) $3,031
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
NOTE 4- FEDERAL INCOME TAX (CON'T)
- -------------------------------------
Net deferred tax assets and liabilities have been presented in the financial
statements as follows:
Year Ended December 31,
-----------------------------
2003 2002
Deferred income taxes - current $(37,329) $ 3,031
Valuation Allowance 37,329 (3,031)
--------- -------
Net deferred tax assets $ -0- $ -0-
The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery. The change in the valuation allowance for the years ended
December 31, 2003 and 2002 totaled $37,329 and ($3,031), respectively. The net
operating loss carry- forward begins to expire in year 2022. 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.
NOTE 5 - 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 commitment was $550 per month and was
terminated October 31, 2003.
NOTE 6 - NOTES PAYABLE AND CAPITAL LEASES
- ------------------------------------------------
The Company is indebted to the Community Capital Bank in Brooklyn NY for two
loans underwritten by the SBA Administration. One of the loans is a line of
credit granted on August 29, 2003 with a variable interest rate with the
Accounts Receivable of the Company as security for the loan. As of December 31,
2003, the balance of the line of credit is $47,500 and the rate of interest is
6%. The loan matures on January 29, 2009.
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
NOTE 6 - NOTES PAYABLE AND CAPITAL LEASES (CON'T)
- ---------------------------------------------------------
The other loan has a balance outstanding as of December 31, 2003 of $141,197.
The note is a line of credit note that has a variable interest rate and as of
December 31, 2003 carried an interest rate of 5%. The note is secured by a
floating charge over all of the assets of the Company. The note matures on
January 1, 2005.
There are several leases for computers and telephone equipment that are being
capitalized. The balance of the notes as of December 31, 2003 is $19,754 with
various interest rates from 8% to 14% and matures in 36 to 48 months.
NOTE 7 - ECONOMIC DEPENDENCY
- --------------------------------
The Company received a substantial portion of its revenues from one customer.
In 2003 and 2002, revenues from that customer were $852,051 and $335,757
respectively. At December 31, 2003 and 2002, accounts receivable from that
customer were $1,873,757 and $1,270,205. This represents 73% of Gross Revenues
and 80% of total Account Receivable and Notes Receivable for 2003.
NOTE 8 - LEASES
- ----------------
The Company entered into a new office lease effective November 1, 2003. The term
of the lease is five years and expires October 31, 2008. The base monthly rate
is $3,500 per month and raises to $3,939 per month at the end of the term of the
lease. The Company placed a $11,918 deposit as security for the lease. A second
office lease is in effect for an office in the Bronx, New York that started
November 1, 2002 and expires on November 1, 2007. The monthly rental rate
started at $650 to $850 per month at the expiration of the lease. The Company
has also signed a third lease in Baldwin, New York effective January 1, 2004
that expires November 30, 2008. The base monthly rental rate for that lease is
$1,300.
Minimum lease payments under leases at December 31, 2003, are as follows:
2004 $66,310
2005 $68,126
2006 $70,033
2007 $71,073
Future Years $53,692
MT Ultimate Healthcare Corp
(formerly JavaJuice.net)
Notes to Financial Statements
December 31, 2003
NOTE 9 - RESTATEMENT
- ---------------------
Subsequent to the issuance of the Company's December 31, 2003 financial
statements, management determined that it should restate its year end December
31, 2003 and 2002 financial statements and related disclosures to reflect the
acquisition of MT Marketing Inc. as a reverse merger or recapitalization instead
of a "purchase" acquisition. Pursuant to the rules of reverse merger accounting,
the historical activity of the acquired company (Marketing) is shown in the
statements of operations and cash flows for the twelve months ended December 31,
2003 and 2002.
A summary of the significant effects of the restatement is as follows;
December 31, 2003
- -------------------
As Previously As
Reported Restated
-----------------------------------
Goodwill 24,743 -0-
Additional Paid In Capital 239,400 149,658
Accumulated Deficit (129,752) (65,753)
Revenues 636,978 1,159,237
Cost of Revenues 507,486 892,872
Expenses 251,891 363,325
Income (Loss) from Operations (122,399) (96,960)
December 31, 2002
- -----------------
Revenues -0- 659,333
Cost of Revenues -0- 508,144
Expenses 5,384 143,315
Income (Loss) from Operations (5,384) 7,874
Changes in and Disagreements with Accountants on
------------------------------------------------
Accounting and Financial Disclosure
-----------------------------------
None.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation, as amended, and Bylaws provide for
indemnification from liability of our officers and directors to the fullest
extent permitted by Nevada General Corporation Law ("Nevada Law"), including
future amendments to Nevada Law. Nevada Law generally provides that we may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "Proceeding") by
reason of the fact that the person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the Proceeding upon a determination by our
stockholders, a majority of our disinterested directors or independent legal
counsel that indemnification is proper in the circumstances, provided that: a)
the it is not proven that the person's act or failure to act constituted a
breach of the person's fiduciary duties as an officer or director, and the
person's breach of those duties involved intentional misconduct, fraud or a
knowing violation of law (the "Provision for Limited Liability"); or b) the
person acted in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, the person had no reasonable cause to
believe that the person's conduct was unlawful. Such an indemnification payment
might deplete the Company's assets. Nevada Law also generally limits the
liability of our officers and directors for any damages as a result of any act
or failure to act in the officer's or director's capacity as an officer or
director subject to the Provision for Limited Liability. Thus, the Company may
be prevented from recovering damages for certain alleged errors or omissions by
the officers and directors for liabilities incurred in connection with their
good faith acts for the Company.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the Registrant.
SEC Registration Fee $ 563.32
Legal Fees and Expenses 35,000*
Accounting Fees and Expenses 10,000*
Miscellaneous 5,000*
------
TOTAL $50,563.32*
========
* Estimated.
RECENT SALES OF UNREGISTERED SECURITIES
In March 2002, the Company issued a total of 14,000,000 shares of Common
Stock which were not registered under the Act to 33 investors in exchange for
$35,000, pursuant to an offering conducted under an exemption provided by Rule
504 of Regulation D, promulgated under the Act, as amended. The offering was
registered for sale by the Nevada Secretary of State Securities Division on
November 20, 2001. The shares were all sold to unaccredited investors who were
friends, family members, acquaintances and/or business associates of our sole
officer and director and of the registered sales agent.
39
On September 2, 2003, the Company issued 16,000,000 shares of Common Stock
which were not registered under the Act pursuant to an Exchange Agreement
whereby MT became a wholly-owned subsidiary of the Company. The Company claims
the exemption from registration afforded by Rule 506 of Regulation D under the
Act.
On December 4, 2003, the Company issued an aggregate of 600,000 shares of
Common Stock which were not registered under the Act to four entities in
exchange for the cancellation of $150,000 of indebtedness. 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 recipient 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 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 an individual 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 an aggregate of 760,000 shares of
Common Stock which were not registered under the Act to three individuals
consisting of 500,000 shares as additional consideration for an employment
agreement, 250,000 shares for consulting services, and 10,000 shares 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 an unrelated entity to convert
$50,000 of indebtedness that the Company owed to such entity 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.
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 to restrict transfer. No underwriters or agents were involved in the
foregoing issuances and no underwriting discounts or commissions were paid by
the Company.
40
In August 2004, the Company issued 200,000 shares of Common Stock which
were not registered under the Act to Wayne F. Richardson for his services as a
director of the Company and the Company's Chief Financial Officer. The Company
claims an exemption from registration afforded by Section 4(2) of the Act since
the foregoing issuance did not involve a public offering, the recipient 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
issuance and no underwriting discounts or commissions were paid by the Company.
In August 2004, the Company issued an aggregate of 400,000 shares of Common
Stock which were not registered under the Act consisting of 200,000 shares to
the former BP shareholder in exchange for 100% of the common stock of BP, and
200,000 to an individual unrelated to the Company as consideration for
consulting 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.
In August 2004, we entered into a Securities Purchase Agreement with
Partners, Offshore, Qualified and New Millennium for the sale of (i) an
aggregate of $700,000 of Convertible Notes that, as of the Filing Date, could be
converted into approximately 16,406,250 shares of Common Stock at $0.04267
per share; and (ii) Warrants to purchase 700,000 shares of Common Stock at $0.45
per share. We have received $500,000 and, subject to our satisfaction of certain
conditions described in the section entitled "Risk Factors", will receive an
additional $200,000 upon the effectiveness of the registration statement to
which this Prospectus is a part. 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 had access to information that
would be included in a registration statement, took the shares for investment
and not resale and the Company took appropriate measures to restrict transfer.
In October 2004, the Company issued an aggregate of 472,000 shares of
Common Stock which were not registered under the Act consisting of 172,000
shares to an entity in consideration for consulting services, and 300,000 shares
to an entity in consideration for research conducted. 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 December 2004, the Company issued 6,000,000 free trading shares of
Common Stock to an individual pursuant to an S-8 Registration statement. The
Company is currently in the process of canceling these shares.
In January 2005, the Company issued 200,000 shares of free trading shares
of Common Stock to David M. Loev, Attorney at Law ("Attorney"), the Company's
corporate attorney, pursuant to the Company's S-8 Registration statement, in
connection with an agreement to collateralize monies owed to Attorney
previously.
41
EXHIBITS
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
3.1(1) Articles of Incorporation
3.2(2) Articles of Amendment to Articles of Incorporation
3.3(3) Articles of Amendment to Articles of Incorporation
3.4(1) Bylaws
5.1(7) Opinion and consent of David M. Loev, Attorney at Law re: the
legality of the shares being registered
10.1(4) Securities Purchase Agreement dated August 31, 2004
10.2(4) Callable Secured Convertible Note with AJW Partners, LLC, dated
August 31, 2004
10.3(4) Callable Secured Convertible Note with AJW Offshore, Ltd.,
dated August 31, 2004
10.4(4) Callable Secured Convertible Note with AJW Qualified Partners,
LLC, dated August 31, 2004
10.5(4) Callable Secured Convertible Note with New Millennium Capital
Partners II, LLC, dated August 31, 2004
10.6(4) Stock Purchase Warrant with AJW Partners, LLC, dated August 31,
2004
10.7(4) Stock Purchase Warrant with AJW Offshore, Ltd., dated August
31, 2004
10.8(4) Stock Purchase Warrant with AJW Qualified Partners, LLC, dated
August 31, 2004
10.9(4) Stock Purchase Warrant with New Millennium Capital Partners II,
LLC, dated August 31, 2004
10.10(4) Registration Rights Agreement dated August 31, 2004
10.11(4) Security Agreement dated August 31, 2004
10.12(4) Intellectual Property Security Agreement dated August 31, 2004
10.13(4) Engagement Letter with Wayne F. Richardson
10.14(4) Guarantee and Pledge Agreement dated August 31, 2004
10.15(6) Agreement and Plan of Acquisition with Abundant Nursing, Inc.
10.16(7) Modification of Loan Agreement with SBA
10.17(7) Amended and Restated Note with SBA
10.18(7) Agreement with BP
10.19(7) Agreement with Promptcare
10.20(7) Agreement with MidAtlantic
10.21(7) Agreement with Cabs
10.22(7) Agreement with NEI
23.1(7) Consent of Clyde Bailey, P.C.
23.2(5) Consent of David M. Loev, Attorney at Law (included in Exhibit
5.1)
(1) Filed as Exhibits 3(i) and 3(ii), respectively, to the registration
statement on Form 10-SB12G filed on July 15, 2002, and incorporated herein
by reference.
(2) Filed as Exhibit 3.1 to the report on Form 8-K filed on September 2, 2003,
and incorporated herein by reference.
(3) Filed as Exhibit 3.1 to the report on Form 8-K filed on September 30, 2003,
and incorporated herein by reference.
(4) Filed as an Exhibit to the SB-2 Registration Statement filed on October 5,
2004, and incorporated herein by reference.
(5) Contained in Exhibit 5.1.
(6) Filed as Exhibit 2.1 to the Form 8-K filed on October 5, 2004.
(7) Filed herewith.
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to:
i. Include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
iii. Include any additional or changed material on the plan of
distribution.
(2) For determining any liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) For determining any liability under the Securities Act, to treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4), or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission declared it
effective.
(5) For determining any liability under the Securities Act, to treat each
post-effective amendment that contains a form of prospectus as a new
registration statement relating to the securities offered in the
registration statement, and that offering of the securities at that
time as the initial bona fide offering of those securities.
(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
----------
In accordance with Requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York on January 21, 2005.
MT ULTIMATE HEALTHCARE CORP.
By: /s/ MacDonald Tudeme
----------------------
MacDonald S. Tudeme
Chief Executive Officer
This registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/MacDonald S. Tudeme Chief Executive Officer, January 21 , 2005
- ------------------------
MacDonald S. Tudeme President, Treasurer, and
Director
/s/ Wayne F. Richardson Chief Financial Officer, January 21, 2005
- -------------------------
Wayne F. Richardson Principal Accounting Officer,
and Director
/s/ Marguerite M. Tudeme Secretary and Director, January 21 , 2005
- --------------------------
Marguerite M. Tudeme
44