U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 2

                    QUATERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the fiscal quarter ended: September 30, 2002

                         Commission file number 0-13215

                                   -----------

                        LATINOCARE MANAGEMENT CORPORATION
                      -----------------------------------
             (Exact name of registrant as specified in its charter)

         NEVADA                                      30-0050402
    ----------------                     -----------------------------------
 (State of Incorporation)               (I.R.S. Employer Identification No.)


             4150 Long Beach Boulevard, Long Beach, California 90807
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (562) 997-4420
                            -----------------------
               Registrant's telephone number, including area code

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                      NAME OF EACH EXCHANGE
  TITLE OF EACH CLASS                                  ON WHICH REGISTERED
-------------------------                           -----------------------
     COMMON STOCK                                             OTC

                                   -----------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No (_)

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant  was $98,934 as of September 30, 2002  (computed by reference to
the last sale price of a share of the registrant's  Common Stock on that date as
reported by NASDAQ).

         There were 14,627,100  shares  outstanding of the  registrant's  Common
Stock as of September 30, 2002.

<PAGE>
                                                                          Page 1



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

CONSOLIDATED BALANCE SHEET....................................................2

CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT..............................3

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)...........4

CONSOLIDATED STATEMENT OF CASH FLOWS..........................................5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS....................................6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
 OPERATIONS AND FINANCIAL CONDITION..........................................20

OTHER INFORMATION............................................................25

SIGNATURES...................................................................26


<PAGE>
                                                                          Page 2
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                           CONSOLIDATED BALANCE SHEET
         SEPTEMBER 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001 (AUDITED)

                                     ASSETS

                                           September 30,            December 31,
                                               2002                      2001
                                               ----                      ----
                                           (Unaudited)                 (Audited)
Current Assets:
  Cash and cash equivalents                  $  12,858                 $  2,604
  Accounts receivable                            1,298                    2,922
  Prepaid expenses and other assets            176,559                   49,291
                                               -------                   ------

     TOTAL CURRENT ASSETS                      190,715                   54,817
                                               -------                   ------

Property and equipment
  Net of accumulated depreciation              175,884                  218,600
                                               -------                  -------
     TOTAL PROPERTY AND EQUIPMENT              175,884                  218,600
                                               -------                  -------

Other assets:
  Deposit                                       15,478                   15,478
                                                ------                   ------

     TOTAL OTHER ASSETS                         15,478                   15,478
                                                ------                   ------
                                            $  382,077                $ 288,895
                                                                        =======

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
  Accounts payable                          $  462,846                $ 196,387
  Accrued expenses                             109,458                  107,522
  Accrued interest payable                     124,829                   46,034
  Income tax payable                             1,600                    1,600
  Due to related party                         114,789                  437,756
  Note payable - shareholder                 1,750,000                1,750,000
                                             ---------                ---------
     TOTAL CURRENT LIABILITIES               2,563,522                2,539,299
                                             ---------                ---------

Shareholders' equity (deficit)
 Common stock, par value $.001;
 50,000,000 shares authorized;
 14,557,100 and 14,627,100 shares
 issued and outstanding respectively           997,680                  997,652

  Preferred stock, par value $.001;
  2,000,000 shares authorized, no shares
  issued and outstanding                             0                        0

  Additional paid-in-capital                    34,972                        0
  Accumulated deficit                       (3,214,097)              (3,248,056)
                                            -----------              -----------

     TOTAL SHAREHOLDERS' DEFICIT            (2,181,445)              (2,250,404)
                                            -----------              -----------
                                            $  382,077                $ 288,895
                                                                        =======


<PAGE>
                                                                          Page 3
<TABLE>
<CAPTION>
                                             LATINOCARE MANAGEMENT CORPORATION
                                                   (A NEVADA CORPORATION)
                                      CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                                            FOR THE THREE AND NINE MONTHS ENDED
                                          SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
<S>                                                     <C>               <C>               <C>              <C>
                                                              Three Months Ended                 Nine Months Ended
                                                                   Sept. 30,                         Sept. 30,
                                                            2002              2001             2002             2001
                                                        ------------      ------------      -----------      -----------
Revenue:
  Management fees- related party                        $    893,652      $    355,858      $ 2,224,042      $ 1,276,963
  Management fees- others                                     10,709             6,152           30,998           53,790
                                                        ------------      ------------      -----------      -----------

                                                             903,827           362,010        2,255,040        1,330,753
                                                        ------------      ------------      -----------      -----------

Costs and expenses:
  Salaries and benefits                                      494,615           461,052        1,373,488        1,250,785
  Professional and consulting fees                           107,878          (46,594)          216,288          174,800
  General and administrative                                 297,343           136,251          739,333          627,131
  Depreciation                                                15,216            15,216           42,716           50,898
                                                        ------------      ------------      -----------      -----------
                                                             915,052           565,925        2,371,824        2,103,614
                                                        ------------      ------------      -----------      -----------

Operating income (loss)                                      (11,225)         (203,915)        (116,784         (772,861)

Other income (expense):
  Interest expense                                           224,654           (22,494)         150,743          (51,790)
                                                        ------------      ------------      -----------      -----------

Other income (loss) before income taxes                 $    213,430      $   (226,409)     $    33,959      $  (824,651)

Provision for income taxes                                         0                 0                0                0

Net income (loss)                                            213,430          (226,409)          33,959         (824,651)
                                                        ============      ============      ===========      ===========

Earnings (loss) per common share
  Basic                                                         0.01            (0.02)           0.002            (0.06)
                                                        ============      ============      ===========      ===========

  Diluted                                                       0.01            (0.02)           0.002            (0.06)
                                                        ============      ============      ===========      ===========
Weighted average common shares outstanding
    Basic                                                 14,627,100        14,529,100       14,627,100       14,529,100
                                                        ============      ============      ===========      ===========
    Diluted                                               14,627,100        14,529,100       14,627,100       14,529,100
                                                        ============      ============      ===========      ===========


</TABLE>


<PAGE>
                                                                          Page 4
<TABLE>
<CAPTION>

                                                  LATINOCARE MANAGEMENT CORPORATION
                                                       (A NEVADA CORPORATION)
                                 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                                         SEPTEMBER 30, 2002
<S>                                      <C>              <C>            <C>              <C>                    <C>
                                                                                 Retained Earnings                   Total
                                                  Common Stock              Additional         Accumulated          Shareholders'
                                            Shares          Amount          Paid-in            Deficit                Equity
                                          ----------      -----------     -----------      --------------         -------------
Balance at December 31, 2001              3,781,455       $952,727                            $ (960,942)             $ (8,215)

Retirement of common stock                3,270,000

Reissuance of new common stocks to
existing shareholders of the acquiring
company                                  13,471,645

Issuance of new shares of stock:

Common stock issued as part of cost of
acquiring JNS Marketing                     260,000         26,000                                26,000

Common stock issued for services
rendered                                    100,000         10,000                                                      10,000

Common stock issued to private
investors prior to acquisition              186,000          8,925                                (8,925)

Transfer of acquiring company's
accumulated deficit                               0              0                            (1,671,685)           (1,671,685)

Consolidated net loss for period ended
December 31, 2001                                 0              0                              (580,504)             (580,504)
                                          ----------      -----------     -----------      --------------         -------------
Balance at December 31, 2001             14,529,100        997,652                            (3,248,056)           (2,250,404)

Private placement offering                   28,000             28           34,972                                     35,000
Common Stock issued to investors in
private placement                            70,000


Consolidated net income for nine months
ended September 30, 2002                                                                          33,959                33,959
                                          ----------      -----------     -----------      --------------         -------------
Balance at September 30,2002             14,627,100       $997,680          $34,972          $(3,214,097)         $ (2,181,445)
                                          ==========      ===========     ===========      ==============         =============
</TABLE>

<PAGE>
                                                                          Page 5
<TABLE>
<CAPTION>

                                              LATINOCARE MANAGEMENT CORPORATION
                                                    (A NEVADA CORPORATION)
                                             CONSOLIDATED STATEMENT OF CASH FLOWS
                                FOR NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

<S>                                                                                           <C>               <C>
                                                                                                     Nine Months Ended
                                                                                                       September 30,
                                                                                                   2002              2001
                                                                                              --------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) from operations                                                           $      33,959     $    (824,652)
  Adjustments to reconcile net income (loss)
  from operations to cash provided (used) in
  operating activities:
    Depreciation                                                                                      9,672             3,876

  (Increase) decrease in:
    Accounts receivable                                                                              85,843           116,104
    Prepayments to private placement offering
  Increase (decrease) in:
    Due to related party
    Accounts payable                                                                               (390,790)          779,054
    Accrued expense                                                                                   8,135           140,409
    Accrued interest
    Income tax                                                                                                          1,600
    Loan from officer                                                                                72,000
    Advance on PPM                                                                                   46,896          (140,000)
                                                                                              --------------    -------------
Net cash used from operating activities                                                            (177,916)          897,167
                                                                                              --------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of equipment                                                                            33,044           165,957
                                                                                              --------------    -------------
Net cash used from investing activities                                                              33,044           165,957
                                                                                              --------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Note payable - Cedar Sinai                                                                            0           937,540
    Private placement offering                                                                       35,000          (984,890)
    Accrued interest                                                                                 78,795          (130,839)
                                                                                              --------------    -------------
Net cash provided from financing activities                                                         113,795          (178,189)
                                                                                              --------------    -------------
Net increase (decrease) in cash                                                                      12,554            64,159
Cash, beginning of the year                                                                             304            26,899
                                                                                              --------------    -------------
Cash, end of the year                                                                         $      12,858     $      91,058
                                                                                              ==============    =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest                                                                  0                 0
                                                                                              ==============    =============
Cash paid during the period for income taxes                                                              0                 0
                                                                                              ==============    =============
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Accrued interest on debt to equity conversion                                                             0                 0
Accrued interest on the equity to debt conversion                                                    78,825            47,194
                                                                                              ==============    =============
Conversion of debt to equity                                                                  $           0     $           0
                                                                                              ==============    =============

</TABLE>

<PAGE>
                                                                          Page 6

                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

(1)      General Background and Nature of Operations:

         a. General background:

         LatinoCare  Management  Corporation (the "Company") was incorporated in
         the State of Nevada on January 22,  2002.  The  Company,  a  management
         service  organization,  is in the business of providing  management and
         administrative  services,  and has  developed  a system of  operations,
         management and marketing for independent practice  associations engaged
         in providing  health care services.  The Company is authorized to issue
         two classes of shares : Common  Stock and  Preferred  Stock.  The total
         number of shares which the Company is authorized to issue is 50,000,000
         common  shares at $ .001 par value and  2,000,000preferred  shares at $
         .001 par value. The preferred stock may be issued in such series as are
         designated  by the Board of  Directors.  The Board of Directors may fix
         the number of authorized shares of preferred stock for each series, and
         the rights,  preferences  and  privileges  of each series of  preferred
         stock.

         JNS  Marketing,  Inc.  (JNS)  was  a  reporting  public  shell  company
         incorporated  in the State of  Colorado  in July 1983 with no  tangible
         assets,  insignificant  liabilities  and no revenues as of November 30,
         2001,  the date on  which  it was  acquired  by  LatinoCare  Management
         Corporation in a reverse merger.

         LatinoCare Management  Corporation - California (LMC) dba Latino Health
         Care was founded and  incorporated on February 23, 1995 as a California
         for-profit  stock  corporation.   Its  sole  purpose,  when  originally
         organized,  was to manage all operations of LatinoCare  Network Medical
         Group (IPA), a related party that has common shareholders who influence
         the activities of both  entities.  LMC acquired JNS in November 2001 by
         purchasing 3,270,000 or approximately 86% of the issued and outstanding
         common stock of JNS Marketing, Inc. in exchange for $300,000. There was
         a delay in the planned  acquisition  date due to  renegotiation  of the
         acquisition  cost  which  resulted  in the  issuance  of an  additional
         260,000  new  shares  of  common  stock of the  Company  as part of the
         purchase price. The 3,270,000 shares of common stock were  subsequently
         retired and  cancelled.  The members of the Board of  Directors  of the
         Company  before the purchase  were  replaced  with the members of LMC's
         Board of  Directors.  LMC and JNS entered into an Agreement and Plan of
         Reorganization   which  resulted  in  a  share  exchange   between  the
         shareholders  of the two  companies,  whereby LMC became a wholly owned
         subsidiary  of the Company.  JNS was renamed as  LatinoCare  Management
         Corporation, reincorporated in the State of Nevada on January 2002, and
         is referred to in this report as the "Company".

         The Company has a total of 14,627,100 shares of its common stock issued
         and  outstanding.   The  Company  has  no  shares  of  preferred  stock
         outstanding.


<PAGE>
                                                                          Page 7
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         b.  Nature of operations:

         The  Company  is  in  the   business  of   providing   management   and
         administrative   services  and  marketing  for   independent   practice
         associations engaged in providing health care services. The Company has
         targeted and  successfully  reached four primary groups:  health plans,
         hospitals,  health service  recipients and physicians with  significant
         focus on the Latino market.

         LatinoCare  Network  Medical  Group,  Inc.,  an  Independent  Physician
         Association  (IPA),  was  incorporated  on  September  30,  1994,  as a
         licensed  medical  group able to accept  physician  services  risk from
         third-party  payors and self-insured  employers.  The IPA was organized
         for the purpose of meeting the  comprehensive  health care needs of the
         Latino  population  and the  lack to  access  to  quality  health  care
         services  available to the Latino  community.  The IPA has a network of
         private practicing  physicians who provide quality health care services
         that are accessible, friendly, affordable, and culturally sensitive. It
         offers a wide range of comprehensive  health care programs and services
         to keep its members and families healthy and productive.

         On November 1995, the Company has entered into a twenty-five  (25) year
         Management Services Agreement with LatinoCare Network Medical Grouping.
         To provide all management and administrative support,  allowing the IPA
         to focus its efforts on medical  governance and patient care management
         of services as required by health plans and regulations.

         The services provided by the Company include, among others, utilization
         management, quality improvement, claims processing, case management and
         financial services  management.  Marketing and business development are
         also provided as added  services to the core  services  included in the
         Management Services Agreement  (collectively,  "Management  Services").
         The  Company  acts as the  exclusive  agent for the IPA with  regard to
         seeking, negotiating, renewing, and executing managed care contracts.

(2)      Summary of Significant Accounting Policies:

         The company has prepared interim financial  statements that include all
         adjustments, which, in the opinion of management, are necessary to make
         the financial statements not misleading.  The Company believes that all
         adjustments of a normal  recurring nature that are necessary for a fair
         presentation  of the results of the interim  periods  presented in this
         report have been made.
<PAGE>
                                                                          Page 8
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         The Company's  cash and available  credit are not sufficient to support
         current  operational levels for the next year. A net loss of $3,248,056
         was incurred from inception on February 1995 until December 31,2001. In
         the first year of start-up,  an  operating  deficit of  $1,750,000  was
         funded by debt capital provided by Cedars-Sinai  Medical Center and was
         converted to capital equity in 1997. An additional $750,000 deficit has
         resulted from expenses for capital  financing  efforts beginning in the
         fourth  quarter of 2000,  and  subsequently,  in 2001. In the third and
         fourth  quarters of 2001, the Company funded capital  raising  expenses
         including the purchase and reverse merger with JNS Marketing,  Inc. For
         the nine months ended  September 30, 2002, the Company had a net income
         of only  $33,959.  The Company  also had negative  working  capital and
         stockholders' deficit at September 30, 2002.

         Management's plan is to raise enough equity through private  placements
         (see Note 13 - Subsequent Events) and individual investors; finance the
         acquisition  of  enrollment  membership;  expand  network  development;
         acquire networks to increase cost  efficiencies.  The resulting revenue
         increases  will  finance  the pay off of the note  issued  to a related
         party; pay off a related party;  shareholder's equity interest;  and to
         raise  enough  working  capital  to pay  off  liabilities  and  sustain
         operations.  These financial statements have been prepared on the basis
         that adequate equity financing will be obtained.

         a. Principles of Consolidation:

         Not applicable

         b. Use of Estimates:

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         c. Revenue Recognition:

         Revenues from  professional  services,  primarily from management fees,
         are  recognized  on an accrual  basis of  accounting  as  services  are
         performed or the amounts earned (in compliance with SOP 00-2), based on
         a percentage of capitalization revenues received by the IPA, which is a
         related party transaction.
<PAGE>
                                                                          Page 9
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         The IPA has managed  care  contracts  with various  Health  Maintenance
         Organizations (HMO) to provide medical services to subscribing members.
         Under these agreements,  the IPA receives monthly  capitation  payments
         based on the number of each HMO's subscribing  members whether or not a
         member  requests  services  to be  performed  by the IPA.  The  Company
         receives 16% of all IPA capitated revenue.

         Revenues are also generated from risk pool  settlements.  Revenues from
         risk pool settlements,  management services rendered such as marketing,
         business  development  and core  operations.  Revenues  from  Risk pool
         settlements  (cash received) are surpluses  distributed by the IPA from
         the HMO.

         Currently,  two  separate  types of risk pools exist -  specialty  risk
         pools and hospital (institutional) risk pools. Specialty risk pools are
         reserve for  specialist  medical  expenses  whereas  hospital risk pool
         relate to reserves for hospital expenses.  The HMO holds these reserves
         and surpluses are distributed, after year-end accounting of all claims,
         to the related  physicians at fifty percent  (50%),  IPA at twenty-five
         percent (25%) and the Company at twenty-five percent (25%).

         d. Cash and Cash Equivalents:

         The Company  considers  all money market  funds and highly  liquid debt
         instruments with maturities of three months or less when acquired to be
         cash equivalents.

         e.  Accounts Receivable:

         The Company  considers  accounts  receivable  to be fully  collectible;
         accordingly, no allowance for doubtful accounts is required. If amounts
         become  uncollectible,  they will be  charged to  operations  when that
         determination is made.

         f.  Prepaid Private Placement Costs:

         Specific incremental costs directly  attributable to proposed or actual
         offering of  securities  are  deferred  and  charged  against the gross
         proceeds of the  offering.  Management  salaries and other  general and
         administrative  expenses are not allocated as costs of the offering. In
         the event that the offering  does not take place,  the prepaid  private
         placement costs will be expensed immediately.


<PAGE>
                                                                         Page 10

                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         g. Property, Equipment and Related Depreciation:

         Property and  equipment  are stated at cost.  Maintenance,  repairs and
         minor renewals and  betterment's are expensed;  major  improvements are
         capitalized.  Depreciation  of property  and  equipment is provided for
         using the  straight-line  method over the estimated useful lives of the
         assets as follows:

                                                               Estimated
                                                               Useful Lives
                                                           ---------------------
Leasehold improvement                                          Life of lease
Computer, equipment and office furniture                       5 - 10 years



         Upon retirement,  sale, or other disposition of property and Equipment,
         the  costs  and  accumulated   depreciation  are  eliminated  from  the
         accounts, and any resulting gain or loss is included in operations.

         h.  Advertising Expenses:

         All advertising expenses are expensed as incurred.

         i.  Income Taxes:

         The  Company is taxed at C  Corporation  income tax rates.  The Company
         recognizes  deferred income tax under the asset and liability method of
         accounting.  This method  requires the  recognition of deferred  income
         taxes based upon the tax  consequences  of  "temporary  differences  by
         applying  enacted  statutory  tax rates  applicable  to future years to
         differences  between the financial  statements carrying amounts and the
         tax basis of existing assets and liabilities.

         j.  Adoption of Recent Accounting Standards:

         Segment Reporting:

         In June 1997, the Financial  Accounting Standards Board ("FASB") issued
         Statement of Financial  Accounting Standards No. 131 ("SFAS" No. 131"),
         "Disclosure  About Segments of an Enterprise and Related  Information."
         SFAS  No.  131  established  standards  for  the way  companies  report
         information about operating segments in annual financial statement.  It
         also established  standards for related  disclosures about products and
         services, geographic areas and major customers.
<PAGE>
                                                                         Page 11
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         The  disclosures  prescribed  in SFAS No. 131 became  effective for the
         year ended  December  31,  1998.  The  Company has  determined  that it
         operates as one business segment.

         The Company is not affected by the adoption of new accounting standards
         for  Accounting for Derivative  Instruments  and Hedging  Activities as
         well as the Accounting for Comprehensive Income as these activities did
         not occur in its operations.

         Business Combination:

         SFAS 142 and SFAS 141, Business  Combinations,  are designed to improve
         reporting and  disclosure  with respect to goodwill and other  acquired
         tangible assets.  SFAS 141 eliminated the pooling of interest method as
         an accounting  option for business  combination while SFAS 142 modified
         the purchase  method of accounting by eliminating  the  amortization of
         goodwill and substituting an impairment test. The FASB overcame several
         operation  impediments  to  non-amortization  including:  the reporting
         level at which to conduct impairment reviews, consistency with SFAS 121
         (Accounting for the impairment of long-lived  assets) and  finite-lived
         goodwill. The emphasis will be on the fair value measurements of assets
         and  liabilities  instead of  amortization.  Impairment in the carrying
         value of an asset is  recognized  when the fair  value of the  asset is
         less than its carrying value.

(3)      Private Placement Offering and Prepaid expenses

         Prepaid expenses and other current assets consists of:

                                         Sept. 30                  Sept. 30
                                           2002                      2001
                                       (unaudited)                 (audited)
                                       ----------------         ----------------
Prepaid private placement costs               0                      $  46,896
Other current assets                                                     2,395
                                       ----------------         ----------------
                                              0                      $  49,291

         On November  30, 2001, a Private  Placement  Memorandum  was issued for
         qualified  investors in connection  with the Company's offer of sale of
         its common stock. This offering terminated on August 31, 2002.

         The above prepaid private placement costs consist of printing,  mailing
         and  consulting  fees that have been incurred from the offering date to
         August 30, 2002.  These costs directly  attributable to the offering of
         securities are deferred and will be charged  against the gross proceeds
         of the offering of securities when the offering ends or is terminated.


<PAGE>
                                                                         Page 12
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

(4)      Property and Equipment

         Property and equipment consists of the following:

                                              Sept. 30               Sept. 30
                                                2002                   2001
                                            (unaudited)              (audited)
                                            -----------             ------------
Furniture, fixtures and office equipment      $ 83,786                 $ 83,785
Leasehold improvement                           77,157                   77,157
Computers and software                         171,013                  204,058
                                            -----------             ------------
                                               331,956                  365,000
Less accumulated depreciation                  156,072                  146,400
                                            -----------             ------------
                                             $ 175,884                $ 218,600


         Depreciation  expense for the three months ended September 30, 2002 and
         2001 was:

                      Three months ended                Nine months ended
                         September 30,                    September 30,
                   2002                2001          2002                2001
                ---------           ---------      ---------           ---------
Depreciation     $15,216             $15,216        $42,716             $50,898
                =========           =========      =========           =========

         The  Company  periodically   evaluates  the  net  realizable  value  of
         long-lived  assets,  including  property  and  equipment,  relying on a
         number of factors including operating results, business plans, economic
         projections and anticipated future cash flows.

(5)      Notes Payable - Related Party:

         Notes payable are all current and comprised of the following amounts as
         of September 30, 2002 and December 31, 2001.

         Cedars Sinai, due July 18, 2002
         with interest at 6.0% per annum                        $ 1,750,000
                                                                ===========

         The notes for Cedars Sinai matures as follows:

         $500,000 shall be paid on or before January 11,2002;  $500,000 shall be
         paid on or before  March 20,  2002;  and  $750,000  and all accrued but
         unpaid interest shall be paid on or before July 18, 2002.

         This  note  shall be  secured  and that in the event of a breach by the
         Company, Cedars-Sinai's sole recourse shall be the repossession of that
         portion,  if any, of its shareholdings (28% of the outstanding  shares)
         from the Company pursuant to the following provision:


<PAGE>
                                                                         Page 13
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

                  a.   For   the   first   seven    hundred    fifty    thousand
                  dollars($750,000)    repaid   by   the    Company,    recourse
                  shareholdings shall be reduced from twenty-eight percent (28%)
                  of the issued and  outstanding  shares to not less than twenty
                  percent (20%) of such issued and  outstanding  shares,  or the
                  portion thereof;

                  b. For the next one million dollars repaid ($1,000,000) by the
                  Company,  recourse  shareholdings shall be reduced from twenty
                  percent  (20%) of the  issued and  outstanding  shares to zero
                  percent  (0%) of such issued and  outstanding  shares,  or the
                  portion thereof.

         If this note is not paid when due,  the Company  shall pay all costs of
         collections,  including  attorney's  fees and  costs  and all  expenses
         incurred on account of collection, whether or not suit is filed.

         As of September  30, 2002,  no payments were made by the Company or any
         collection  actions from Cedar Sinai.  All rights and remedies of Cedar
         Sinai in connection  with the existing  defaults were hereby  reserved,
         the lender  agrees to forbear from  exercising  its rights and remedies
         until the earlier to occur of the following  termination  event of July
         23, 2003.  Cedar Sinai has not  demanded a  conversion  of its note and
         management believes that it may be receptive to a modification.

(6)      Provision for Income Taxes:

         The  provision  for taxes  consists of the  following for periods ended
         September 30, 2002 and 2001 (unaudited) :

              Federal                        State                    Total
          ---------------               ---------------          ---------------
Current       $    0                       $   800                  $   800
Deferred           0                             0                        0
          ---------------               ---------------          ---------------
              $    0                       $   800                  $   800
          ===============               ===============          ===============


         Other than the  minimum tax due to the State of  California,  no income
         tax accruals were recorded  because the Company incurred a loss for the
         previous and current years and has  available net operating  loss (NOL)
         carry  forwards  at year  ended  December  31,  2001  of  approximately
         $2,212,504,  available to offset future taxable income. These NOL carry
         forwards  expire  beginning in 2010 and ending in 2014,  fifteen  years
         from the year in which the losses were incurred.

         Deferred  tax assets and  liabilities  were not  presented  because the
         amounts were insignificant.


<PAGE>
                                                                         Page 14
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

(7)      Advertising:

         Advertising expense consists of the following (Unadited):

                  Three months ended                       Nine months ended
                   September 30,                             September 30,
              2002                2001                 2002                2001
           ---------           ---------            ---------           --------
Total         $  0                $  0              $ 4,865               $ 896
           =========           =========            =========           ========

(8)      Employee Savings Plan:

         On August 1, 2000, the Company adopted a 401(K) Profit Sharing Plan and
         Trust for the  benefit of its  employees  and  beneficiaries.  Eligible
         employees may contribute a portion of their pretax annual  compensation
         within specified limits. A discretionary  matching contribution will be
         provided  by the  employer  , which  may or may not be  limited  to its
         current accumulated net profit. There are no employer  contributions to
         the plan for the three months ended September 30, 2002 and 2001.

(9)      Commitments:

         The Company has entered into various operating leases for equipment and
         occupies its facility  under a long-term  lease  agreement  expiring in
         March 31,  2010 with  option to cancel  after five (5) years or extend.
         Future minimum lease payments under the  non-cancelable  leases for the
         remaining years are as follows:

Period ending
September 30,        Office space         Equipment                       Total
---------------    ---------------    ---------------               ------------
2003               $  250,620            $  70,716                    $  321,336
2004                  250,620               70,716                       321,336
2005                  250,620               70,716                       321,336
2006                  250,620               70,716                       321,336
Thereafter            250,620               70,716                       321,336
                   ---------------    ---------------               ------------
Total             $ 1,253,100           $  353,580                   $ 1,606,680
                   ===============    ===============               ============

Total lease and rent expense consist of the following (unaudited):

                         Three months ended             Nine months ended
                            September 30,                 September 30,
                        2002           2001         2002                2001
                     ---------      ---------     ---------           ---------
Equipment lease        $7,279        $20,024       $47,868             $42,054
Office rent            63,655         41,018       187,753             157,039
                     ---------      ---------     ---------           ---------
                      $70,934        $61,042     $ 235,621           $ 199,093
                     =========      =========     =========           =========


<PAGE>
                                                                         Page 15
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

(10)     Related Party Transactions and Due to Related Parties:

         Due from/(to) related party consists of:

                                          Sept. 30                  Sept. 30
                                            2002                      2001
                                         (unaudited)                 (audited)
                                         -----------               ------------
Due to IPA (net)                         $(17,395)                 $(496,211)
Due from JJ&M Management (net)            (38,475)                    16,478
Due from Latino Family Care (net)         (58,919)                    41,977
                                        -----------               ------------
Due to related party (net)              $(114,789)                 $(437,756)
                                        ===========               ============


         a. LatinoCare Network Medical Group, Inc./IPA :

         The Company and the IPA,  are bound by a  twenty-five  year  management
         services  agreement.  Under  this  agreement,  the IPA has  effectively
         transferred  total contract and  management  control to the Company for
         the term of the agreement.  In return for management and administrative
         services provided under the management service  agreement,  the Company
         receives management fees of sixteen percent (16%) of monthly capitation
         payments (based on predetermined rates) received by the IPA.

         The Company has been  charging  the IPA a management  fee  according to
         sliding scale based on  enrollment.  The  management fee percentage was
         charged against the total capitation the IPA receives from members. The
         following matrix reflects this management fee arrangement:

                               Rate                          Enrollment

                               --------                      ---------------
                               16%                           0 - 20,000
                               15                            20,000 - 30,000
                               14                            30,000 - 40,000
                               12                            40,000 - 50,000

         In addition to management  fees the Company is also entitled to receive
         fifty  percent (50%) of the IPA's share of hospital  (with  hospital or
         HMO) and specialty risk pool  settlements.  Hospital and risk pools are
         revenues estimated for hospital and specialist medical expenses held in
         reserve until actual claims are adjudicated.  Surpluses are distributed
         accordingly  after all financial  obligations  are met. The  management
         fees from capitation;  settlement fees;  management fees from marketing
         and  business  development;  and  management  fees for  other  services
         (operational core expenses) for the management of the IPA, paid and due
         to the Company were approximately:


<PAGE>
                                                                         Page 16
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

                           Three months ended             Nine months ended
                              September 30,                  September 30,
                          2002          2001            2002            2001
                              (Unaudited)                     (Unaudited)
                        ---------     ---------       ---------       ---------
Management fee-
     capitation         $ 259,817     $ 330,259       $ 919,961     $ 1,102,134

Settlement fee            184,350        30,599         184,350         174,829

Business development
     and marketing        161,622             0         161,622               0

Management fee -
     core operations      289,111             0         289,111               0
                        ---------     ---------       ---------     ------------
Total                   $ 894,900     $ 360,858       $ 894,900       $1,276,963
                        =========     =========       =========     ============


         The IPA accounts for more than ninety  percent  (90%) of the  Company's
         revenue.  IPA has a concentration of customers of  approximately  eight
         (8) customers, which are health maintenance organizations.

         Related party receivables and advances payable as of:

                                            Sept. 30                  Sept. 30
                                              2002                      2001
                                          (unaudited)                 (audited)
                                          -----------               ------------
Receivable from related party                 $  0                  $ 298,322
Payable to related party                   (17,395)                  (794,533)
                                          -----------               ------------
Due to IPA (net)                          $(17,395)                 $(496,211)
                                          ===========               ============

         The above  outstanding net payable to the IPA of approximately  $17,395
         was  misclassified as advances and in the December 19, 2001 meeting the
         IPA  authorized  reimbursement  for  marketing,  development  and  core
         expenses. The IPA Board authorized the payment of similar expenses on a
         going-forward  basis and were used to expand the IPA  Network  and grow
         the Company. The Company used these funds for working capital.

         b. Gonzalez-D'Avila Enterprises dba JJ&M Management:

         The JJ&M's  CEO/President is a stockholder and a member of the board of
         directors  for  JJ&M,  the IPA  and  the  Company.  The  related  party
         transactions involve the misclassification of health insurance expenses
         advanced by the Company for JJ&M.



<PAGE>
                                                                         Page 17
                       LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         The misclassified outstanding receivable from JJ&M for reimbursement of
         health  insurance  is $38,475 and $16,478 as of  September  30,2002 and
         December 31, 2001, respectively.

         c. Latino Family Care

         A  shareholder  of Latino  Family Care is also a member of the board of
         directors  of  the  IPA.  The  related   party   transactions   involve
         reimbursement  of health  insurance  misclassified  as  advances by the
         Company for Latino Family Care.

         The  misclassified  outstanding  receivable from Latino Family Care for
         reimbursement  of  health  insurance  is  $58,919  and  $41,977  as  of
         September 30, 2002 and December 31, 2001 respectively.

         d. Cedars-Sinai Medical Center

         Cedars-Sinai  Medical Center, the Company's strategic partner, has been
         the largest  single  investor to the Company  providing over $2 million
         including  the accrued  interest  of  approximately  $290,000  that was
         converted  to equity in June  2001.  Cedar  Sinai's  financial  support
         consisted of a convertible note payable of $1,000,000,  issued November
         30,  1996,  and  was  converted  into a  twenty  percent  (20%)  of the
         Company's  common  stock in 1997.  The  $750,000  and  $62,460 of notes
         payable issued in 1996 and 1997 were converted into an additional eight
         percent (8%) equity interest,  including accrued interest,  on June 12,
         2001.

         The Company has existing  promissory  notes to Cedars-Sinai  payable on
         demand with the balance (including interest) as of December 31, 2000 of
         $812,460.  These  notes were  converted  to eight  percent  (8%) of the
         outstanding common stock of Company in June 2001.


<PAGE>
                                                                         Page 18
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         On July 23, 2001, the Company issued a convertible note to Cedars Sinai
         in the amount of $1,750,000  bearing simple  interest at the rate of 6%
         per annum  payable in full on or before  July 23,  2002,  to redeem all
         shares issued to Cedars-Sinai.  If the note is not repaid by that time,
         Cedar  Sinai has the right to  convert  it into 28% of the  outstanding
         common stock of the Company,  subject to a pro-rata  adjustment  if the
         note is partially  repaid (see Note 5 Notes Payable - Related Party). A
         full or partial  conversion  of the note would  cause  dilution  in the
         ownership of the Company by its existing shareholders.

         Accordingly,  capital  stock is reduced for the  redeemed  value of the
         stock.  For accounting  purposes,  the stock redemption is treated as a
         retirement of stock.

         Client made no repayment for the above loan as of September 30, 2002.

(11)     Significant Management Investment:

         The current  management  and  directors  as a group  beneficially  owns
         approximately ninety three percent (93%) of the total shares issued and
         outstanding.  By virtue of such stock ownership, the current management
         and directors as a group generally exercise control over the affairs of
         the Company.

(12)     Stock Option Plan:

         On January 31, 2002, the Board of Directors of the Company  unanimously
         approved and the  shareholders  ratified the adoption of the 2002 Stock
         Option Plan. The Stock Option Plan consists of 1,200,000  stock options
         for  directors,  executive  officers  and  key  employees  to  purchase
         1,200,000  shares of the Company's  Common  Stock.  As of September 30,
         2002, the plan has not been implemented.

(13)     Subsequent Events:

         a. Management agreement with IPA:

         The  Company  has  recently  changed the  management  agreement  from a
         sliding scale  agreement to a "cost plus"  agreement.  In the cost-plus
         model, the Company will charge the IPA, and all future acquired IPAs or
         IPAs managed by the  Company,  the entire cost of managing the business
         plus a fixed  amount as profit  margin.  The cost  component  will vary
         among IPAs depending on negotiated terms of management.


<PAGE>
                                                                         Page 19
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEAR ENDED DECEMBER 31, 2001 (AUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

         b. Acquisition

         The Company has expanded its business plan  objectives and will seek to
         provide management services to other IPAs. This change in the Company's
         business plan will enable the Company to expand its revenue  derivation
         sources as well as enhancing its revenue and future growth potential.

         c. Private Placement Offering:

         The  Company  has  incurred  prepaid  private  placement  costs  as  of
         September  30, 2002 of $121,470.  Since the offering was  terminated in
         August 31,  2002,  these  costs were  charged  for the  quarter  ending
         September 30, 2002 as PPM expenses


<PAGE>
                                                                         Page 20
                                     ITEM 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

CAUTIONARY STATEMENTS

This Form 10-QSB contains  financial  projections,  synergy  estimates and other
"forward-looking  statements"  as that term is used in federal  securities  laws
about  LatinoCare  Management  Corporation's  financial  condition,  results  of
operations and business. These statements include, among others:

-             statements  concerning the benefits that the Company  expects from
              its  business  activities  and certain  transactions,  such as the
              potential for revenues and the anticipated amount of expenditures;
              and

-             statements of the Company's  expectations,  beliefs,  future plans
              and strategies,  anticipated  developments  and other matters that
              are not historical  facts.  These statements may be made expressly
              in this  Form  10-QSB.  You can find many of these  statements  by
              looking for words such as  "believes",  "expects",  "anticipates",
              "estimates",  or  similar  expressions  used in this Form  10-QSB.
              These   forward-looking   statements   are   subject  to  numerous
              assumptions,  risks and uncertainties that may cause the Company's
              actual results to be materially  different from any future results
              expressed or implied by the Company in those statements.  The most
              important  facts that could prevent the Company from achieving its
              stated goals include, but are not limited to, the following:

(a)  volatility and/or decline of the Company's stock price;

(b)  potential fluctuation in quarterly results;

(c)  barriers to raising the  additional  capital or to obtaining  the financing
     needed to implement its full business plans;

(d)  inadequate capital to continue business;

(e)  changes in demand for the Company's products and services;


<PAGE>
                                                                         Page 21

(f)  rapid and significant changes in technology and markets;

(g)  Litigation with or legal claims and allegations by outside parties;

(h)  insufficient revenue to cover operating costs;

(i)  Disagreements  with LatinoCare  Network  Medical Group,  Inc., the IPA with
     which the Company has its sole Management Services Agreement,  and the risk
     that the agreement could be terminated; and

(j)  A loss of  contracts  and decline in the  business of the IPA,  which would
     materially adversely affect the Company.

Because the  statements are subject to risks and  uncertainties,  actual results
may differ  materially  from those  expressed or implied by the  forward-looking
statements.  The  Company  cautions  you  not to  place  undue  reliance  on the
statements,  which speak only as of the date of this Form 10-QSB. The cautionary
statements  contained or referred to in this  section  should be  considered  in
connection with any subsequent written or oral  forward-looking  statements that
the Company or persons  acting on its behalf might  issue.  The Company does not
undertake  any  obligation  to  review  or  confirm  analysts'  expectations  or
estimates or to release publicly any revisions to any forward-looking statements
to  reflect  events or  circumstances  after the date of this Form  10-QSB or to
reflect the occurrence of unanticipated events.

The Company has  continued to support the  marketing  and  business  development
activities of LatinoCare  Network  Medical  Group  ("LCNMG") to increase  member
lives and add physicians to the provider  network.  Resources  needed to provide
this  support have  continued to be made  available  after  certain  significant
events (i.e. Tower Bankruptcy) have negatively impacted LCNMG's membership.  The
Company will  continue to provide this support as it endeavors to raise  capital
to  acquire  lives.  In the event  capital is not  available,  the  Company  has
examined its operations and that of LCNMG and implemented  reductions during the
third quarter of fiscal 2002 that it believes  will  maintain the  operations of
the Company,  provided that the  Management  Services  Agreement with the IPA is
preserved and the IPA remains intact.  The Company has recently been notified by
certain members of the board of directors of LatinoCare  Network  Medical,  Inc.
(the "IPA") that they desire to  terminate  the  Management  Services  Agreement
between the Company and the IPA,  based on  allegations  of  mismanagement.  The
Company  believes that the allegations are without merit, and that a termination
of the Management Services Agreement is not proper nor justified.  Moreover, the
Company  believes  that the  attempted  actions by those IPA  directors  are not
authorized, and may seek to have a new Board constituted for the IPA.


<PAGE>
                                                                         Page 22

The  Management  Services  Agreement is virtually the sole source of revenue for
the Company.  A termination of the Management  Services  Agreement  would have a
severe adverse effect on the business, operating results and financial condition
of the Company.  Although management of the Company intends to make every effort
to prevent a  termination  of the  Management  Services  Agreement,  there is no
assurance that the Company's  Management  Services  Agreement will be preserved.
Furthermore,  a decline in the IPA's business or loss of health network  service
contracts by it, or the loss of patients in the  network,  would have a material
adverse  impact on the  Company,  including  but not limited to a  reduction  of
revenues  earned  by the  Company.  There is no  assurance  that the  Management
Services  Agreement will be preserved or that the IPA will not suffer a material
loss of  business.  Under such  circumstance,  the Company  might not be able to
remain in business as a going concern.

OPERATIONS FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2002 AS COMPARED TO THE NINE
MONTHS ENDED SEPTEMBER 30, 2001

Total revenue for the nine months ended September 30, 2002 increased by $924,287
to $2,255,040  from $1,330,753 for the nine months ended September 30, 2001. The
increase is due to additional management fees received by the Company from LCNMG
related to marketing and business development and the management of the IPA.

Operating and  administrative  expenses  increased by $ 268,210  during the nine
months ended  September  30, 2002 to  $2,371,824  from  $2,103,614  for the nine
months ended September 30, 2001. Office rent expenses  increased by $ 30,714 for
the nine months  ended  September  30, 2002 as compared to the nine months ended
September  30, 2001.  Salaries  increased by $ 113,379 for the nine months ended
September 30, 2002 as compared to the nine months ended  September 30, 2001. PPM
expenses were booked this quarter and this was a $130,849 charge for the period.

LIQUIDITY AND CAPITAL RESOURCES

The Company  had  consolidated  net cash of $ 12,858 for the nine  months  ended
September 30, 2002 as compared to net cash of $ 91,058 for the nine months ended
of September 30, 2001. The Company had a net working  capital  deficit (i.e. the
difference  between current assets and current  liabilities) of $183,974 for the
nine months ended September 30, 2002 as compared to a working capital deficit of
$ 645,763 for the nine months ended  September 30, 2001.  Net cash flow provided
by operating  activities were ($177,916) for the nine months ended September 30,
2002 as compared to $ 897,167 for the nine months ended  September 30, 2001. Net
cash provided by investing activities were $ 42,716 during the nine months ended
September 30, 2002, as compared to $ 169,833 for the nine months ended September
30, 2001.  Net Cash provided by financing  activities  was $ 113,795  during the
nine months ended  September 30, 2002 as compared to ($178,189)  during the nine
months ended September 30, 2001.


<PAGE>
                                                                         Page 23

The Company will have significant capital requirements during the fourth quarter
of 2002, and in 2003 if the Company  continues with its plan of acquisition  and
incubation of new IPAs and projects, and to pay operating costs. To address this
need  for  additional  capital,  LCMC  has  begun  seeking  out  joint  venture,
partnership  or merger  partners in the industry  that would take a  significant
ownership stake in the LCNMG IPA to assist in preserving and growing  membership
in the IPA. As of September 30, 2002, the company  established formal discussion
with three such groups,  and a working  agreement  could be in place sometime in
the fourth quarter. There is no assurance that a working agreement between LCNMG
and one of these  parties  will be reached  during this time frame,  or that the
Company  will have  sufficient  capital to finance its business  operations  and
growth,  or that any of these parties will make capital  available in terms that
are  favorable  to the  Company or at all.  The Company is  currently  incurring
operating  deficits  that are  expected to continue  until LCNMG  increases  its
member  enrollment,  which  depends in part on the Company  securing  additional
working capital for marketing and acquisitions. The Company has already adjusted
its expenses in response to the decrease in  membership  by  implementing  costs
cutting strategies and headcount downsizing.

The Company  expects to have  material  capital  requirements  during the fourth
quarter of 2002 and for  calendar  year 2003 as it relates  to  acquisitions  of
membership by LCNMG, the IPA. Subject to the availability of capital,  LCNMG and
the Company plan to acquire  additional  membership  through the  acquisition of
IPAs and from individual physicians. The latter method is not the acquisition of
physicians'  practices but rather the transfer of these  physicians'  membership
from other IPAs to LCNMG

LatinoCare  Network Medical Group, Inc.  (LCNMG),  was owned by Roberto Chiprut,
M.D. who was a major  shareholder and Director of the company and LCMC until his
recent death in February,  2002. Under California professional corporate law the
shares of LNMG cannot be issued to or held by anyone  other than a physician  in
possession of an unrestricted  license to practice medicine in California,  or a
professional  corporation  with only one shareholder who is a physician.  Due to
this  ownership  requirement,  Dr.  Chiprut's  death forced LCNMG into a six (6)
month period in which ownership of the corporation had to be transferred or sold
to an eligible licensed person(s).

LCMC began  discussions  with the court  appointed  conservator  for the Chiprut
Estate to purchase the shares on the same terms as  previously  agreed upon with
Dr. Chiprut.  LCMC exercised an assignable  option  agreement it had signed with
LCNMG which granted LCMC (i) an  assignable  option to purchase all or any parts
of the assets of LCNMG,  and (ii) the right to designate the purchaser of all or
part of the issued and  outstanding  stock in LCNMG.  Upon the execution of this
agreement,  the  ownership  shares in LCNMG held by Dr.  Chiprut's  Estate  were
repurchased  through a third party transaction secured by the new LCNMG assigned
shareholders. The new shareholders are the existing four members of the board of
directors  of  LCNMG  and an  additional  physician,  all of whom  are  licensed
physicians  with  unrestricted  licenses  to  practice  medicine in the State of
California. They include: Robert Karns, M.D., Adam Karns, M.D., Arturo Velazquez
Jr., M.D., Jorge Carreon,  M.D., and Paul Wallace,  M.D. The new shareholders in
LCNMG have also entered into an assignable  option  agreement with LCMC with the
same terms as those previously agreed upon by Dr. Chiprut.


<PAGE>
                                                                         Page 24

On July 22, 2002 LCMC entered into a strategic alliance with Millennium Benefits
Insurance  Brokers,  Inc  (MBIB)  for the  distribution  and  fulfillment  of an
"Affordable  Medical  Benefits"  (AMB)  health  insurance  plan for the  working
uninsured. Millennium will make available to Latino Health Care, on an exclusive
private label basis, a version of their health  insurance plan to be marketed to
Latinos.  AMB  beneficiaries  would be  served  through  an  Exclusive  Provider
Organization  (EPO)  managed  by  Latino  Health  Care.  Under an EPO  structure
beneficiaries  are directed to their chosen  primary care physician and selected
hospitals.  This new product will therefore  bring to Latino Health Care a share
of insurance  premium  revenue as well as add a new insured  patient base to the
practices of the primary care physicians that contract with the LatinoCare IPA.

Millennium Consumer Benefits  Association  ("MCBA"/ a California  not-for-profit
association (501(c)(3)) and Millennium Benefits Insurance Brokers, Inc. ("MBIB"/
a California C Corporation)  comprise the management and distribution  companies
for the Affordable Medical Benefits Health Insurance Plan (AMB). These companies
have been in  business  since  late  1999.  MBIB's  mission is to offer low cost
health  benefits  to  the  working,  uninsured  population,  a  population  that
currently lacks access to affordable  healthcare.  The Company currently markets
the  "Affordable  Medical  Benefits"  Health  Insurance  Plan,  a low cost,  low
deductible, primary care based solution for the working uninsured.


<PAGE>
                                                                         Page 25
                                    PART II.

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None.

ITEM 2. CHANGES IN SECURITIES

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5. OTHER INFORMATION

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.


                  Exhibit 99.14


         (b) Reports on Form 8-K.

                  Report  on  Form  8-K  dated  July  12,2002,  relating  to the
                  appointment  of Mountain  Share  Transfer  Inc. as the Company
                  transfer agent.

                  Report on Form 8-K, dated September 11, 2002,  relating to the
                  pending change of independent  certified public accountant for
                  the Company.

                  Report on Form 8-K, dated  November 11, 2002,  relating to the
                  appointment  of Robert J.  Pacheco  as the  Company  certified
                  public accountant.


<PAGE>
                                                                         Page 26

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Dated:  February 4, 2003


                  By: /s/ Jose J. Gonzalez
                  -----------------------------------------------
                  Jose J. Gonzalez, Chairman of the Board,
                  Chief Executive Officer, Chief Financial Officer
                  President and Secretary