SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Roaring Fork Capital SBIC, L.P.

(Last)

(First)

(Middle)

5350 S. ROSLYN ST., STE. 380

(Street)

GREENWOOD VILLAGE

80111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2006

3. Issuer Name and Ticker or Trading Symbol
ATC HEALTHCARE INC /DE/ [ AHN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,714,935	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	⁽¹⁾	09/14/2010	Class A Common Stock	426,351	$0.6	D
Warrant (right to buy)	⁽¹⁾	06/09/2011	Class A Common Stock	741,000	$0.6	D
6% Convertible Series C Preferred Stock	⁽²⁾	06/09/2009	Class A Common Stock	2,223,000⁽³⁾	$0.45	D

Explanation of Responses:

1. Currently exercisable

2. Currently convertible

3. The 6% Convertible Series C Preferred Stock provides for payment of dividends in shares so that the number of shares of Class A Common Stock underlying this derivative security may increase without any further action of the Reporting Person.

Remarks:

This Form is filed jointly by Roaring Fork Capital SBIC, L.P. ("RFLP") and its general partner, Roaring Fork Capital Management, LLC (RFLLC"). RFLP is the owner of the securities. RFLLC and its managers disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests.

	/s/ Eugene C. McColley Eugene C. McColley, Manager on behalf of Roaring Fork Capital Management, LLC and Roaring Fork Capital Management, LLC as General Partner of Roaring Fork Capital SBIC, L.P.	06/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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