SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT REPORT PURSUANT~~Current ~~TO SECTION~~Report Pursuant to Section 13 ORor 15(d) ~~OF THESECURITIES~~of ~~EXCHANGE~~The ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~ October 2917, 2003

REVCARE, INC.
(Exact name of registrant as specified in its charter)
Nevada	0-17192	84-1061382
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5400 Orange Avenue, Suite 200, Cypress, CA		90630
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (714) 995-0627
N/A
(Former name or former address, if changed since last report)

REVCARE, INC.

~~Item~~(Exact 2.name ~~Acquisition~~of registrant oras ~~Disposition~~specified ofin ~~Assets.~~its charter)

As previously reported in our current report on Form 8-K filed August 15, 2003, we have been negotiating the transfer of substantially all of the assets related to our administrative and back office temporary staffing division (the “Staffing Business”). On August 29, 2003, we entered into an Exchange Agreement with Russell and Suzette Mohrmann and their affiliate, Hospital Employee Labor Pool, a California corporation, or HELP, pursuant to which the transfer was consummated.

Nevada	0-17192		84-1061382
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

5400 Orange Avenue, Suite 200, Cypress, CA		90630
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (714) 995-0627

~~Pursuant~~Item to4. ~~the~~Change ~~terms of the Exchange Agreement, HELP has acquired substantially all of the assets of the Staffing Business~~ in ~~exchange~~Registrant’s ~~for:~~Certifying Accountant.

• On October 17, 2003, RevCare, Inc. (“RevCare” or “the ~~reduction~~Company”) ofdetermined to dismiss its independent accountants Grant Thornton LLP (“Grant Thornton”). Grant Thornton was engaged effective $1June 5,~~900,000~~ of2002 to audit the ~~indebtedness~~financial westatements ~~owed~~of toRevCare for the ~~Mohrmanns~~fiscal year ending September 30, 2002 but did not complete its audit and ~~their~~did ~~affiliates~~not ~~under~~express ~~various~~an ~~notes~~opinion weon ~~had~~financial ~~previously~~statements ~~issued~~for tothe ~~them~~years ~~when~~ended September 30, we2003 ~~acquired~~and ~~a number~~2002. We ofhave ~~businesses~~informed ~~from~~Grant ~~them~~Thornton inthat ~~2000~~the reason for the dismissal was the cost of future services.

• During the ~~modification~~period from ofJune 5, ~~the~~2002 ~~terms~~through onOctober 17, ~~the~~2003, ~~remaining~~there ~~$646,719~~were ~~owed~~no todisagreements between the ~~Mohrmanns,~~Company ~~including~~and ~~the extension~~Grant Thornton on any matter of ~~our~~accounting ~~payment~~principles or ~~obligation~~practices, ~~with~~financial ~~payments~~statement ~~of $25~~disclosure,~~000~~ ~~now~~or ~~being~~auditing ~~due~~scope of procedure, ~~each~~which ~~month~~disagreements ~~commencing~~if ~~approximately~~not ~~September 1,~~resolved ~~2004,~~to ~~the~~Grant ~~termination~~Thornton’s ~~of the~~satisfaction ~~security~~would ~~interest~~have caused ~~held~~them byto ~~the~~make ~~Mohrmanns~~reference ~~and~~to the ~~subordination~~subject matter of ~~their~~the ~~debt to~~disagreement ~~our~~if ~~other~~they had ~~lenders~~issued reports.

~~Upon~~As ~~the~~previously ~~effectiveness~~disclosed in ~~of the transfer,~~ our ~~employment~~current ~~relationship with~~report ~~all~~on ofForm ~~the~~8-K ~~employees~~filed ~~of the Staffing Business~~July 10, ~~including~~2003 ~~Mr.~~on ~~Mohrmann~~June 12, ~~was~~ ~~terminated~~2003, ~~and~~we ~~they~~received ~~commenced~~a ~~employment~~letter ~~with HELP. HELP will sublease space~~ from usGrant ~~under~~Thornton aLLP ~~two-year~~raising ~~sublease. We agreed to~~ certain ~~restrictions~~matters ~~on our ability to compete or solicit customers or employees~~ with ~~respect to the Staffing~~ ~~Business for a period of two years. HELP and the Mohrmanns agreed to similar restrictions with~~ respect to ~~customers~~ ~~and~~our ~~employees~~collection ofservices ~~ours~~practices.

InGrant ~~connection~~Thornton ~~with the transfer arrangements, we also amended and~~has ~~restated~~furnished ~~the~~RevCare ~~terms~~with of the promissory note we originally issued to Mr. Mohrmann and our chief executive officer, Manuel Occiano, in September 2001. In September 2001, Messrs. Mohrmann and Occiano personally borrowed funds from a ~~commercial~~letter ~~bank~~addressed ~~and then loaned the proceeds~~ to ~~us. We agreed to make interest payments to their commercial lender to~~ the ~~same~~Securities ~~extent Messrs. Mohrmann~~ and ~~Occiano~~ ~~were required to make payments under their commercial bank loan, which~~Exchange ~~interest~~Commission ~~payments~~stating ~~would~~that beit ~~credited~~agrees ~~against~~with the ~~note~~above ~~we had issued~~statements. In ~~June 2003,~~A ~~the~~copy ~~terms~~ of ~~Messr.~~such ~~Mohrmann’s~~letter, ~~and~~dated ~~Occiano’s commercial bank loan were modified to require monthly payments of principal in the amount of $25~~October 24,~~000~~ ~~plus all accrued but unpaid interest. Accordingly~~2003, weis ~~modified~~filed ~~the terms~~as ofExhibit ~~our promissory note in favor of Messrs~~16.1 ~~Mohrmann and Occiano~~ to ~~provide~~ ~~for~~this ~~the~~Form ~~same payment terms, which payments shall be paid directly by us~~8-K ~~to the commercial lender~~ and ~~shall~~incorporated beherein ~~credited~~by ~~against the amended and restated note~~reference.

Pursuant to Item 304(a)(1)(v) of Regulation S-K related to events that occurred within the Company’s two most recent fiscal years and the subsequent interim period we refer to our current report on Form 8-K filed July 10, 2003, August 15, 2003 and September 12, 2003 which are incorporated herein by reference. As disclosed in those filings in operating our business, we have relied upon the repeal of previous California statutes requiring segregation of client funds by collection agencies when our client contract did not contain an express provision requiring segregation. We have now determined, despite the lack of clear authority, that the practice of transferring client funds to operating accounts or delay in remitting funds might be deemed a breach of our obligations. Since we are unable to determine definitively if this is the case, we have taken and are taking additional steps to address these practices. Client funds are no longer transferred to our operating accounts for any reason (other than funds owed to the Company for its services to which it is contractually entitled). As previously reported in our current report on Form 8-K filed September 12, 2003, on August 29, 2003, we executed the relevant documents under which FBR loaned us $1,000,000. The use of proceeds for the new $1,000,000 loan from FBR will be to reduce the collections payable to certain of our California-based delinquent debt collection clients including interest. The Company has begun a process to remit to certain of our California-based delinquent debt collection clients the amounts collected on their behalf including related interest. The collections payable in arrears has been reduced to $1,000,874 as of October 20, 2003.

~~Copies~~Also ofon October 17, 2003 the ~~Exchange~~Company ~~Agreement~~appointed ~~and~~Mayer ~~the~~Hoffman ~~other~~McCann ~~agreements~~P.C. ~~implementing~~as its ~~these~~new ~~arrangements~~independent ~~are~~accountants ~~filed~~to asaudit ~~Exhibits~~the ~~2.1~~Company’s financial statements for the years ended September 30, 2003 and 992002.1 The ~~through~~decision ~~99.5~~not to ~~this~~continue ~~Form 8-K~~to ~~and~~retain ~~incorporated~~Grant ~~herein~~Thornton byand ~~reference.~~to

~~Item 5. Other Events~~2

Asretain ~~previously~~Mayer ~~reported in our current report on Form 8-K filed~~Hoffman ~~August 15,~~McCann ~~2003, we executed a term sheet with our majority stockholder, FBR Financial Services Partners, L.~~P. ~~(“FBR”), regarding a possible additional financing~~C. On ~~August 29, 2003, we executed the relevant documents under which FBR loaned us $1,000,000. In connection with this loan, the maturity date of all indebtedness that we owe to FBR and Robert Perez~~ was ~~extended~~approved to September 1, 2005, with all outstanding principal and accrued interest due on this date, subject to customary events of acceleration. In addition, the terms of all of the indebtedness are substantially similar, pursuant to amended and restated secured convertible promissory notes which we issued in exchange for all prior notes. All of the new notes are secured by ~~substantially all of our assets, including~~ the shares in our subsidiary, Orange County Professional Services, Inc., pursuant to a security agreement. We also entered agreements with our lenders regarding the priority of their respective security interests. The loan arrangements included an extension of Mr. PerezCompany’s ~~employment~~Board ~~agreement until his note is paid in full. The use~~ of ~~proceeds~~Directors ~~for~~upon the ~~new $1,000,000~~ ~~loan~~recommendation ~~from FBR will be to reduce the collections payable to certain~~ of ~~our California-based~~its ~~delinquent~~Audit ~~debt collection clients~~Committee.

~~Copies~~The Company ofretained ~~the~~Grant ~~agreements~~Thornton ~~implementing~~after ~~these~~dismissing ~~arrangements~~Arthur ~~are~~Andersen ~~filed~~LLP. As ~~as Exhibits~~previously ~~99.6~~disclosed ~~through~~in ~~99.11~~our toCurrent Report ~~this~~on Form 8-K ~~and~~dated June 3, 2002, incorporated herein by reference, at the time of Arthur Andersen LLP’s dismissal there were no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements if not resolved to Arthur Andersen’s satisfaction would have caused them to make reference to the subject matter in their report on RevCare’s consolidated financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

WeThe ~~provided~~foregoing summary ~~copies~~ of ~~our~~the ~~current~~matters ~~reports~~described on this Current Report on Form 8-K ~~filed~~is ~~on July 10,~~subject ~~2003~~to, and ~~August~~qualified ~~15,~~in ~~2003,~~its ~~respectively~~entirety by, to the ~~Division~~exhibits ofto ~~Enforcement~~this ofForm ~~the Securities~~8-K and ~~Exchange Commission.~~ those ~~Since~~incorporated ~~that time, we have been notified~~ by ~~the SEC that it has begun an informal investigation involving the company~~reference. ~~We are cooperating with the SEC in this process.~~

~~The~~Item ~~foregoing~~7. ~~summary~~Financial ofStatements, ~~the~~Pro ~~matters described~~Forma onFinancial ~~this~~Information ~~current report on Form 8-K is subject to,~~ and ~~qualified in its entirety by, the exhibits to this Form 8-K~~Exhibits.

~~Item 7. Financial Statements,~~ Pro Forma Financial Information ~~and Exhibits~~.

~~(a) Not~~Currently, it is impracticable for the Company to file with this Form 8-K the pro forma financial information, which is required pursuant to Article 11 of Regulation S-X in connection with the transfer of the Company’s administrative and back office temporary staffing division as previously reported in our current report on Form 8-K filed September 12, 2003. The Company will file the required pro forma financial information as an amendment to this Form 8-K as soon as practicable in compliance with applicable requirements.

~~(b) Pro Forma Financial Information~~Exhibits

The pro forma financial information which is required pursuant to Article 11 of Regulation S-X in connection with the transfer will be filed within the time frame prescribed by applicable requirements.

Exhibit		Name of Exhibit

16.1		Letter from Grant Thornton LLP to the Commission dated October 24, 2003.

~~(c) Exhibits~~3

~~As noted above, the following exhibits (all of which are incorporated herein by reference) are attached to this Form 8-K:~~SIGNATURE

2Pursuant 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.

Exhibit No.		Exhibit
	REVCARE, INC.
2.1		Exchange Agreement between the Registrant, Orange County Professional Services, Inc., Hospital Employee Labor Pool and Russell and Suzette Mohrmann dated August 29, 2003
Date: October 24, 2003	By:	/s/ Manuel Occiano
99.1		Amended and Restated Secured Promissory Note dated August 29, 2003 in the original principal amount of $646,718.10, executed by the Registrant in favor of Russell and Suzette Mohrmann
		Manuel Occiano
99.2		Subordination Agreement dated August 29, 2003 by and among the Registrant, FBR Financial Services Partners, L.P. and Russell and Suzette Mohrmann
		Chief Executive Officer
99.3		Noncompetition Agreement dated August 29, 2003 by and among the Registrant, Hospital Employee Labor Pool and Russell and Suzette Mohrmann dated August 29, 2003
99.4		Nonsolicitation Agreement dated August 29, 2003 by and among the Registrant, Hospital Employee Labor Pool and Russell and Suzette Mohrmann dated August 29, 2003
99.5		Amended and Restated Promissory Note dated August 29, 2003 in the original principal amount of $250,000, executed by the Registrant in favor of Russell Mohrmann and Manuel Occiano
99.6		mended and Restated Secured Promissory Note dated August 29, 2003 in the original principal amount of $1,502,000, executed by the Registrant in favor of FBR Financial Services Partners, L.P.
99.7		Amended and Restated Secured Promissory Note dated August 29, 2003 in the original principal amount of $1,220,324.83, executed by the Registrant in favor of FBR Financial Services Partners, L.P.
99.8		Amended and Restated Secured Promissory Note dated August 29, 2003 in the original principal amount of $1,232,272.21, executed by the Registrant in favor of Robert and Barbara Perez
99.9		Amended and Restated Security Agreement dated August 29, 2003 by and among the Registrant, Financial Services Partners, L.P. and Robert and Barbara Perez
99.10		Amended and Restated Intercreditor Agreement dated August 29, 2003 by and among the Registrant, Financial Services Partners, L.P. and Robert and Barbara Perez
99.11		First Amendment to Employment Agreement dated August 29, 2003 by and among the Registrant and Robert Perez

~~SIGNATURE~~EXHIBIT INDEX

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

Exhibit		Name of Exhibit

16.1		Letter from Grant Thornton LLP to the Commission dated October 24, 2003.

Dated: September 12, 2003
	REVCARE, INC.
	By:	/s/ Manuel Occiano
	Name:	Manuel Occiano
	Title:	Chief Executive Officer

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