AHN Atc Healthcare,

CUSIP 00209C102 SCHEDULE 13D Page 2 of 10

1. Names of Reporting Persons. ENABLE CAPITAL MANAGEMENT, LLC

2. Check the Appropriate Box if a Member of a Group (a) [ ]
 (See Instructions) (b) [X]

3. SEC Use Only

4. Source of Funds (See Instructions) OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to [ ]
 Items 2(d) or 2(e)

6. Citizenship or Place of Organization Delaware

 NUMBER OF 7. Sole Voting Power 4,733,807 (1)
 SHARES
BENEFICIALLY 8. Shared Voting Power 0
 OWNED BY
 EACH 9. Sole Dispositive Power 4,733,807 (1)
 REPORTING
 PERSON WITH 10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each 4,733,807 (1)
 Reporting Person (See Items 3, 4 and 5)

12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
 Shares (See Instructions)

13. Percent of Class Represented by Amount in Row (11) 9.99% (1)
 (See Items 3, 4 and 5)

14. Type of Reporting Person (See Instructions) OO





(1) Includes warrants to purchase up to 904,717 shares of Common Stock which
are exercisable within 60 days from the date hereof.

CUSIP 00209C102 SCHEDULE 13D Page 3 of 10

1. Names of Reporting Persons. ENABLE GROWTH PARTNERS, L.P.

2. Check the Appropriate Box if a Member of a Group (a) [ ]
 (See Instructions) (b) [X]

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to [ ]
 Items 2(d) or 2(e)

6. Citizenship or Place of Organization Delaware

 NUMBER OF 7. Sole Voting Power 4,796,014 (1)
 SHARES
BENEFICIALLY 8. Shared Voting Power 0
 OWNED BY
 EACH 9. Sole Dispositive Power 4,796,014 (1)
 REPORTING
 PERSON WITH 10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each 4,796,014 (1)
 Reporting Person (See Items 3, 4 and 5)

12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
 Shares (See Instructions)

13. Percent of Class Represented by Amount in Row (11) 9.99% (1)
 (See Items 3, 4 and 5)

14. Type of Reporting Person (See Instructions) PN





(1) Includes warrants to purchase up to 1,514,287 shares of Common Stock
which are exercisable within 60 days from the date hereof.

CUSIP 00209C102 SCHEDULE 13D Page 4 of 10

1. Names of Reporting Persons. MITCHELL S. LEVINE

2. Check the Appropriate Box if a Member of a Group (a) [ ]
 (See Instructions) (b) [X]

3. SEC Use Only

4. Source of Funds (See Instructions) OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to [ ]
 Items 2(d) or 2(e)

6. Citizenship or Place of Organization U.S.

 NUMBER OF 7. Sole Voting Power 4,733,807 (1)
 SHARES
BENEFICIALLY 8. Shared Voting Power 0
 OWNED BY
 EACH 9. Sole Dispositive Power 4,733,807 (1)
 REPORTING
 PERSON WITH 10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each 4,733,807 (1)
 Reporting Person (See Items 3, 4 and 5)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
 (See Instructions)

13. Percent of Class Represented by Amount in Row (11) 9.99% (1)
 (See Items 3, 4 and 5)

14. Type of Reporting Person (See Instructions) IN





(1) Includes warrants to purchase up to 904,717 shares of Common Stock
which are exercisable within 60 days from the date hereof.

CUSIP 00209C102 SCHEDULE 13D Page 5 of 10

Item 1. Security and Issuer:

 This statement on Schedule 13D relates to the Class A Common Stock (the
"Common Stock"), of ATC Healthcare, Inc., a Delaware corporation, which has
its principal business office at 1983 Marcus Avenue, Suite E122, Lake
Success, NY 11042 (the "Company" or the "Issuer").

Item 2. Identity and Background:

 (a) This Statement is filed as a joint statement pursuant to Rule 13d-
1(k) promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act") by (i) Enable Growth Partners, L.P. ("EGP"), (ii) Enable Capital
Management, LLC ("ECM") and (iii) Mitchell S. Levine (Mr. Levine, and each
of EGP and ECM, a "Reporting Person" and collectively, the "Reporting
Persons"). Each of the Reporting Persons hereby disclaims the existence
and membership in a "group" and disclaims beneficial ownership of shares
of Common Stock beneficially owned by all other Reporting Persons.

 (b) The business address for the Reporting Persons is One Ferry
Building, Suite 255, San Francisco, CA 94111.

 (c) The principal business of EGP is purchasing, selling, trading and
investing in securities. ECM is the investment manager of EGP, and
Mr. Levine is the manager of ECM.

 (d) None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during
the last five years.

 (e) None of the Reporting Persons has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction during the
last five years as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

 (f) EGP is a Delaware limited partnership, ECM is a Delaware limited
liability company, and Mr. Levine is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration:

 On March 5, 2007, pursuant to a securities purchase agreement (the
"Purchase Agreement"), the Company issued and sold to EGP in a private
transaction 3,683,333 shares of Common Stock and warrants exercisable for
1,841,666 shares of Common Stock, with an initial exercise price of $0.45
per share.

CUSIP 00209C102 SCHEDULE 13D Page 6 of 10

 The aggregate purchase price paid by EGP pursuant to the Purchase
Agreement was $1,105,000. The source of funds for the transactions
described above was EGP's working capital. All of the warrants issued to
EGP described above contain a limitation prohibiting exercise thereof to
the extent that any Reporting Person (together with its affiliates)
would beneficially own in excess of 9.99% of the outstanding Common
Stock immediately after giving effect to such exercise.

Item 4. Purpose of Transaction:

 As of the date of this Schedule 13D, the Reporting Persons are
considering and evaluating strategic alternatives designed to lead to the
maximization of their investment in the Issuer. The Reporting Persons
believe that there may be opportunities to significantly improve the
Issuer's financial performance and strategic direction, as well as the value
of their investment. In this connection, the Reporting Persons may hold
discussions with other stockholders and with third parties that may address
a number of issues, including without limitation, their respective views on:

 * the Issuer's business and prospects;
 * the acquisition of synergistic businesses or disposition of certain
 of its operations;
 * concerns over the direction and management of the Issuer generally,
 and in particular;
 - the current structure of management compensation
 - composition of the board of directors
 - management's (and related parties') continued holding of
 convertible securities
 - management-level employee turnover
 - apparent failure to control discretionary corporate expenditures
 - recurring late filing of Exchange Act reports with the Securities
 and Exchange Commission
 - failure to maintain compliance with American Stock Exchange
 continued listing requirements;
 * and other opportunities to improve or realize on the value of their
 investment in the Issuer;

 At this time, the Reporting Persons have not made any decisions
regarding their future plans and proposals with respect to the Issuer.

 The Reporting Persons reserve the right to change their plans and
intentions and to increase or decrease their investment in the Issuer.
In particular, any one or more of the Reporting Persons may (i) purchase
additional shares of Common Stock, (ii) sell or transfer shares of Common
Stock in public or private transactions (including, without limitation,
transfers among Reporting Persons or between any Reporting Person and any
entity affiliated with such Reporting Person, which may include entities not

CUSIP 00209C102 SCHEDULE 13D Page 7 of 10

in existence as of the date hereof), (iii) enter into privately negotiated
derivative transactions and/or public purchases and sales of puts, calls and
other derivative securities to hedge the market risk of some or all of their
positions in the Common Stock and/or (iv) take any other action that might
relate to or result in any of the actions set forth in response to
paragraphs (a) - (j) of Item 4 of Schedule 13D. Any such actions may be
effected at any time or from time to time, subject to any applicable
limitations imposed on the actions by the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, or other
applicable law.

 Except as otherwise described in this Item 4 and Items 5 and 6, no
Reporting Person has formulated any plans or proposals that relate to or
would result in any of the events or transactions described in paragraphs
(a) - (j) of Item 4 of Schedule 13D. Further, the Reporting Persons each
expressly retains the right to independently vote and dispose of shares of
Common Stock which they beneficially own.

Item 5. Interest in Securities of the Issuer:

 (a) and (b) Reference is hereby made to Items 7-10, 11 and 13 of pages
2-4 of this Schedule 13D, which Items are incorporated by reference herein.

 In addition to the Common Stock beneficially owned through EGP, ECM and
Mr. Levine beneficially own 899,362 shares of Common Stock through an
investment limited partnership of which ECM is the general partner and
investment manager and a separate client account of which ECM is
investment manager. The investment limited partnership holds warrants
exercisable for 216,666 shares of Common Stock, with an initial exercise
price of $0.45 per share, and the separate account holds warrants
exercisable for 108,333 shares of Common Stock, with an initial exercise
price of $0.45 per share. The percentage of Common Stock beneficially
owned by those other client accounts is 1.92%. Other than EGP, no single
client's holdings exceed five percent of the Common Stock.

 In ECM's capacity as investment manager of EGP and the other client
accounts, ECM has been granted the authority to dispose of and vote the
Common Stock held by those accounts. The client accounts have the right
to receive (or the power to direct the receipt of) dividends received in
connection with ownership of the Common Stock and the proceeds from the
sale of such Common Stock. Each of EGP and the other client accounts
disclaim beneficial ownership of shares of Common Stock beneficially
owned by each other.

CUSIP 00209C102 SCHEDULE 13D Page 8 of 10

 ECM, as investment manager of EGP, and Mitchell S. Levine, as ECM's
manager and majority owner, may be deemed to beneficially own the
securities owned by EGP and the other accounts, in that they may be
deemed to have the power to direct the voting or disposition of those
securities. Neither the filing of this Schedule nor any of its contents
shall be deemed to constitute an admission that ECM or Mitchell S. Levine
is, for any purpose, the beneficial owner of any Common Stock, and each
of ECM and Mitchell S. Levine disclaims beneficial ownership as to the
Common Stock, except to the extent of his or its pecuniary interests
therein. Neither the filing of this Schedule nor any of its contents
shall be deemed to constitute an admission that any of the other
individual officers and members of ECM is, for any purpose, the
beneficial owner of any of the Common Stock, and such beneficial
ownership is expressly disclaimed.

 The calculation of percentage of beneficial ownership in Item 11 of
pages 2-4 of this Schedule 13D was derived from the Issuer's Form 10-Q
filed with the Securities and Exchange Commission on July 16, 2007, in
which the Issuer stated that the number of shares of its Common Stock
outstanding as of July 10, 2007 was 46,480,744 shares.

 (c) No Reporting Person has effected transactions in the Common Stock
during the past 60 days.

 (d) Not applicable.

 (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
 Respect to Securities of the Issuer:

 Other than the agreement among the Reporting Persons with respect to
the filing of this Schedule 13D, there is no contract, arrangement,
understanding or relationship with any other person with respect to
the voting, ownership or disposition of the Common Stock.

Item 7. Material to Be Filed as Exhibits:

 1. Joint Filing Agreement described in Item 6 above.

CUSIP 00209C102 SCHEDULE 13D Page 9 of 10

 Signature

 After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated: November 19, 2007 ENABLE CAPITAL MANAGEMENT, LLC

 By: /s/ Mitchell S. Levine
 -----------------------------------------
 Mitchell S. Levine, Managing Member


 ENABLE GROWTH PARTNERS, L.P.

 By: Enable Capital Management, LLC,
 its General Partner

 By: /s/ Mitchell S. Levine
 -----------------------------------------
 Mitchell S. Levine, Managing Member


 /s/ Mitchell S. Levine
 -------------------------------------------
 Mitchell S. Levine, individually


 EXHIBITS LIST

 Exhibit A Joint Filing Agreement Page 10

CUSIP 00209C102 SCHEDULE 13D Page 10 of 10


 EXHIBIT A

 JOINT FILING AGREEMENT

 The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule, as it may be amended,
jointly on behalf of each of such parties. This agreement may be executed in
any number of counterparts, each of which shall be deemed to be in original,
but all of which together shall constitute one and the same instrument.

Dated: November 19, 2007 ENABLE CAPITAL MANAGEMENT, LLC

 By: /s/ Mitchell S. Levine
 -----------------------------------------
 Mitchell S. Levine, Managing Member


 ENABLE GROWTH PARTNERS, L.P.

 By: Enable Capital Management, LLC,
 its General Partner

 By: /s/ Mitchell S. Levine
 -----------------------------------------
 Mitchell S. Levine, Managing Member


 /s/ Mitchell S. Levine
 -------------------------------------------
 Mitchell S. Levine, individually