Table of Contents

Table of Contents

~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~SECURITIES AND EXCHANGE COMMISSION~~ Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): September 5, ~~Act of 1934~~2003

~~Date~~OPTIMUMCARE ~~of Report~~ CORPORATION (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~July 29,~~in ~~2002~~its charter)

OptimumCare Corporation


Delaware	0-17401	33-0218003
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation)		Number)

(Exact name of registrant as specified in its charter)


30011 Ivy Glenn Drive, Suite 219
Laguna Niguel, California		92677
(Address of Principal Executive Offices)		(Zip Code)

Delaware		0-17401		33-0218003
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(949) 495-1100
(Registrant’s Telephone Number, Including Area Code)

~~30011~~N/A (Former ~~Ivy~~Name ~~Glenn~~or ~~Drive,~~Former ~~Suite 219~~Address, ~~Laguna~~If ~~Niguel,~~Changed CASince ~~92677~~Last Report)

~~(Address~~Item 9. ofRegulation FD ~~principal executive offices) (Zip Code)~~Disclosure

~~Registrant’s~~ The ~~telephone~~information ~~number,~~contained ~~including~~in ~~area~~this ~~code:~~report ~~(949)~~is being provided under Item ~~495~~9 of Form 8-~~1100~~K.

~~Not~~Company ~~Applicable~~contact: Ed Johnson, Chairman & CEO (800) 771-7202 www.optimumcare.com

~~(Former~~For ~~name~~immediate ~~or former address, if changed since last report)~~release

1OPTIMUMCARE SUSPENDS OPERATIONS AT FLORIDA STAFFING AGENCY

~~TABLE~~LAGUNA OFNIGUEL, ~~CONTENTS~~Calif. – September 5, 2003 – OptimumCare Corporation (OTCBB: OPMC) today announced that it has suspended operations at its Orlando-area medical staffing services agency, and would also be suspending operations at a similar satellite facility in Jacksonville in the coming weeks.

	Item 1. Changes in Control of Registrant.
	Item 2. Acquisition or Disposition of Assets.
	Item 3. Bankruptcy or Receivership.
	Item 4. Changes in Registrant’s Certifying Accountant.
	Item 5. Other Events.
	Item 6. Resignations of Registrant’s Directors.
	Item 7. Financial Statements and Exhibits.
	Item 8. Change in Fiscal Year.
	Item 9. Sales of Equity Securities Pursuant to Regulation S.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 10.142
EXHIBIT 10.143
EXHIBIT 10.144
EXHIBIT 99.1

The company said that since its acquisition of the facility that its weekly revenues had declined by more than 60%, and it had ordered the facility’s operations to be suspended immediately. OptimumCare said it hopes to negotiate a sale of the agency, but said if such a development was not forthcoming in a reasonable time frame that the operation would be permanently closed.

~~Table~~Created in 1987, OptimumCare Corporation provides healthcare services in two industry segments. The behavioral health contract segment provides management teams to client hospitals and medical centers on a long-term contract basis to run inpatient and outpatient behavioral health services. The temporary healthcare staffing segment provides temporary skilled nurses, social workers and other professionals to a broad base of ~~Contents~~medical and healthcare client sites.

~~Item 1.~~Certain ~~Changes~~of inthe ~~Control~~statements made herein constitute forward-looking statements that involve risks and uncertainties, including the risks associated with plans, the effects of ~~Registrant~~changing economic and competitive conditions, government regulation which may affect facilities, licensing, healthcare reform which may affect payment amounts and timing, availability of sufficient working capital, program development efforts and timing, and market acceptance of new programs which may affect future sales growth and/or costs of operations. Additional information may be obtained by reviewing the Company’s reports filed from time to time with the SEC.

~~Not applicable.~~###

~~Item 2. Acquisition or Disposition of Assets.~~SIGNATURE

~~Not~~Pursuant ~~applicable~~to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Item 3~~OPTIMUMCARE CORPORATION By: /s/ EDWARD A. ~~Bankruptcy~~JOHNSON orEdward ~~Receivership~~A. Johnson Chief Executive Officer

~~Not~~Dated: ~~applicable.~~September 5, 2003

Item 4. Changes in Registrant’s Certifying Accountant.

Not applicable.

Item 5. Other Events.

On July 29, 2002, the company announced the acquisition of certain assets of Associated Social Resources, Inc., a healthcare staffing company. The company formed Associated Staffing Resources, Inc. as a wholly owned subsidiary through which it acquired assets of Associated Social Resources, Inc. for a purchase price of $200,000 and an earn out of up to an additional $82,500. The major assets of the business acquired are its long term contractual relationships with hospitals and social workers which are matched and managed utilizing computer software. The subsidiary is expected to generate annual revenues of approximately $3 million. Associated Staffing Resources, Inc. has entered into a three year employment agreement with Meryl C. Stern, the principal executive and sole stockholder of Associated Social Resources, Inc. Pursuant to the employment agreement, Ms. Stern was granted options to purchase 100,000 shares of the company’s common stock exercisable for $.50 per share, vesting over a two year period and expiring in 2007.

Item 6. Resignations of Registrant’s Directors.

Not applicable.

Item 7. Financial Statements and Exhibits.

Exhibits.

	10.142		Asset Purchase Agreement dated July 24, 2002 between Associated Staffing Resources, Inc., Associated Staffing Resources, Inc. and Meryl C. Stern.
	10.143		Employment Agreement dated July 29, 2002 between Associated Staffing Resources, Inc. and Meryl C. Stern.
	10.144		Non-Compete Agreement dated July 29, 2002 between Associated Staffing Resources, Inc. and Meryl C. Stern.
	99.1		Press Release dated July 29, 2002.

Item 8. Change in Fiscal Year.

Not applicable.

Item 9. Sales of Equity Securities Pursuant to Regulation S.

Not applicable.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OptimumCare Corporation (Registrant)
Date: August 13, 2002	By:	/s/ EDWARD A. JOHNSON
		Edward A. Johnson Chairman of the Board, Chief Executive Officer and Principal Financial Officer

EXHIBIT INDEX

Exhibit Number

Description

Asset Purchase Agreement dated July 24, 2002 between Associated Staffing Resources, Inc., Associated Staffing Resources, Inc. and Meryl C. Stern.

Employment Agreement dated July 29, 2002 between Associated Staffing Resources, Inc. and Meryl C. Stern.

Non-Compete Agreement dated July 29, 2002 between Associated Staffing Resources, Inc. and Meryl C. Stern.

Press Release dated July 29, 2002.

Filing Compare · OPTIMUMCARE CORP /DE/