OPTIMUMCARE Corporation
30011 Ivy Glenn Drive, Suite 219 Laguna Niguel, CA 92677
Phone: 949-495-1100 Fax: 949-495-4316

June 15, 2004

Dear Fellow Shareholders,

This is our first communication with you since OPTIMUMCARE filed Form 15 with the SEC last month to become a non-reporting company. We want to emphasize that we are still the same company we were before the filing – our business fundamentals have not changed. The attached list of FAQ’s (frequently asked questions) will help you to understand the current situation and our thinking in filing this form. As you know from our prior public reporting, we in management are significant shareholders in the Company, and are affected by this decision as well.

We filed the Form 15 because we were advised by our accountants that this was the best course of action given the prospect of having to spend hundreds of thousands of dollars to meet the greatly increased “reporting” requirements imposed on all public companies, large and small, in the wake of Enron and other public company debacles. They advised us not to expose the company and its shareholders to the costs and burden associated with continuing as a reporting company. We also consulted with our attorneys. With their collective advice, we determined that filing the Form 15 was in the best interests of OPTIMUMCARE and its shareholders.

Even though our obligation to file Form 10-Q and 10-K reporting documents required to retain Bulletin Board status is eliminated by the filing and acceptance of Form 15, we are still a publicly owned company. We fully intend to keep you informed of the basic status and financial condition of the Company. Frankly, the mandated reporting in the 10-Q and 10-K was incredibly burdensome to us, and required us to make artificial distinctions in the way we think about our business.

We welcome your questions and comments. In addition, we are still actively seeking acquisitions as well as new contracts in the behavioral health / psych business. If you have ideas, or a prospect for us, please always feel free to contact Jon Jenett, our Director of Business Development, or myself. And thank you for your continued support of OPTIMUMCARE.

Best regards,

 

Edward A. Johnson
Chairman & CEO

 

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