SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Roaring Fork Capital SBIC, L.P. (Last) (First) (Middle) 5350 S ROSLYN STREET SUITE 380 (Street) GREENWOOD VILLAGE CO 80111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ATC HEALTHCARE INC /DE/ [ AHN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/16/2007
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/16/2007		P		2,000,000	A	$0.3	3,714,935	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$0.045	01/16/2007		P		1,000,000		01/16/2007	01/12/2012	Class A Common Stock	1,000,000	(1)	1,000,000	D
Warrant (right to buy)	$0.6	01/16/2007		J(2)			741,000	(2)	06/09/2011	Class A Common Stock	741,000	(2)	0	D
Warrant (right to buy)	$0.45	01/16/2007		J(2)		741,000		(2)	06/09/2011	Class A Common Stock	741,000	(2)	741,000	D
6% Convertible Series C Preferred Stock	$0.45	01/16/2007		J(3)			2,223,000	(3)	06/09/2009	Class A Common Stock	2,223,000(4)	(3)	0	D
6% Convertible Series C Preferred Stock	$0.4	01/16/2007		J(3)		2,223,000		(3)	06/09/2009	Class A Common Stock	2,500,875(4)	(3)	2,223,000(4)	D

Explanation of Responses:

1. Included in price of Unit of Common Stock and Warrants.

2. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally granted on June 9, 2006 and was fully vested upon grant.

3. The two reported transactions involved an amendment of the Certificate of Stock Designation of 6% Series C Convertible Preferred Stock reducing the conversion price. The Certificate of Designation originally was filed on May 31, 2006 and the Series C Convertible Preferred Stock was immediately convertible and remains convertible following the filing of the amendment.

4. 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 may increase without any further action of the Reporting Person.

Remarks:

* There is no change in holding of other derivative securities. ** This report is filed by Roaring Fork Capital SBIC, L.P. ("RFLP"). Roaring Fork Capital Management, LLC ("RFLLC"), is RFLP's sole general partner and may be deemed to indirectly own the securities owned by RFLP. G. Michael Machens, Eugene C. McColley and James T. Rothe are the managers of RFLLC and, as principals of RFLLC, may be deemed to indirectly own the securities which RFLLC may beneficially own. RFLLC and its managers disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.

	Roaring Fork Capital SBIC, L.P. /s/ 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.*	01/17/2007
	** 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 4 (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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