SECURITIESTable ANDof EXCHANGE COMMISSION Washington, D.C. 20549 Contents

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION Washington, D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

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

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~January 23,~~Act ~~2002~~of 1934

~~OptimumCare~~Date ~~Corporation~~of Report (Date of earliest event reported): July 29, 2002

~~(Exact~~OptimumCare ~~name of registrant as specified in its charter)~~Corporation

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

(Exact name of registrant as specified in its charter)

30011 Ivy Glenn Drive, Suite 219, Laguna Niguel, CA 92677


Delaware	0-17401	33-0218003

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(Address~~30011 ofIvy ~~principal~~Glenn ~~executive~~Drive, ~~offices)~~Suite 219, ~~(Zip~~Laguna ~~Code)~~Niguel, CA 92677

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code:~~ (~~949~~Zip Code) ~~495-1100~~

~~Not~~Registrant’s ~~Applicable~~telephone number, including area code: (949) 495-1100

~~(Former~~Not ~~name or former address, if changed since last report)~~Applicable

1 (Former name or former address, if changed since last report)

~~Item~~ 1~~. Changes in Control of Registrant.~~

~~Not~~TABLE ~~applicable.~~ OF CONTENTS

Item 2. Acquisition or Disposition of Assets.


	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

NotTable applicable. of Contents

Item 31. ~~Bankruptcy~~Changes orin ~~Receivership~~Control of Registrant.

Not applicable.

Item 42. ~~Changes~~Acquisition inor ~~Registrant’s~~Disposition ~~Certifying~~of ~~Accountant~~Assets.

Not applicable.

Item 53. ~~Other~~Bankruptcy ~~Events~~or Receivership.

OnNot ~~January 23, 2002, the company issued a press release reporting that it would take write-offs to 2001 operating results in the amount of $1,090,000~~applicable. ~~The write-offs consist of $380,000 previously capitalized as software as a~~ ~~result of the company’s decision not to pursue the development on an online~~ therapy website and $710,000 as a reversal of management fees previously recognized as a result of the decision to the Health Care Financing Administration to reduce the reimbursement rate paid to a community mental health center which affects the center’s ability to pay the company management fees at the contracted rate.

~~The~~Item 4. ~~company~~Changes ~~also reported that despite these write-offs, its working capital position is not impaired and that it has cash balances~~ in ~~excess~~Registrant’s ~~of $1,600,000~~Certifying ~~and no bank debt~~Accountant. ~~The company notes that prior to these write-offs,~~ ~~the company had expected to report net income for the year ended December 31,~~ ~~2001 which was substantially higher than reported for the prior year.~~

~~Item 6.~~ Not ~~Resignations of Registrant’s Directors~~applicable.

~~Not~~Item 5. ~~applicable~~Other Events.

~~Item~~ On July 729, 2002, the company announced the acquisition of certain assets of Associated Social Resources, Inc., ~~Financial~~a ~~Statements~~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 ~~Exhibits~~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.

~~Exhibits~~Item 6. Resignations of Registrant’s Directors.

~~99.1 Press~~Not ~~Release dated January 23, 2002~~applicable.

Item 87. ~~Change~~Financial inStatements ~~Fiscal~~and ~~Year~~Exhibits.

~~Not applicable~~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 9. Sales of Equity Securities Pursuant to Regulation S.~~2

NotTable applicable. of Contents

~~SIGNATURE~~Item 8. Change in Fiscal Year.

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

	OptimumCare Corporation (Registrant)
Date: January 23, 2002	By:	/s/ EDWARD A. JOHNSON
		Edward A. Johnson Chairman of the Board, Chief Executive Officer and Principal Financial Officer

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

3 Not applicable.

~~EXHIBIT INDEX~~SIGNATURE

ExhibitNo.		Description
99.1		Press Release dated January 23, 2002.

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

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.

SECURITIESTable ANDof EXCHANGE COMMISSION Washington, D.C. 20549 Contents

NotTable applicable. of Contents

NotTable applicable. of Contents

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