FORM 10-QSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                  For the fiscal quarter ended: March 31, 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 ON
TITLE OF EACH CLASS                                     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 $1,639,055 as of March 31, 2002 (computed by reference to the
last  sale  price of a share of the  registrant's  Common  Stock on that date as
reported by the NASDAQ).

         There were 14,529,100  shares  outstanding of the  registrant's  Common
Stock as of March 31, 2002.


<PAGE>


                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
PART I -  FINANCIAL INFORMATION

ITEM 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                         2

 Balance Sheets as of March 31, 2002 (unaudited) and December 31, 2001        2

 Statements of Operations for the Three Months ended March 31, 2002
  and March 31, 2001                                                          3

 Statement of Stockholders' Deficit for the year ended December 31, 2001,
  and for the Three Months ended March 31, 2002 (unaudited)                   4

 Statements of Cash Flow for the Three Months ended March 31, 2001 and 2002   5

 Notes to Condensed Consolidated Financial Statements (unaudited)             6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS                                            15

PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                   18

          SIGNATURES                                                         19


<PAGE>
                                                                          PAGE 2

                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002

                                     ASSETS

         CURRENT ASSETS:

           Cash and cash equivalents                        $      8,873
           Accounts receivable                                       298
           Prepaid expenses and other current assets              88,243
                                                               ---------
               Total current assets                               97,414

         Property and equipment:
           Net of accumulated depreciation                       204,850
                                                               ---------
               Total property and equipment                      204,850
                                                               ---------

         Other assets:
           Deposit                                                15,478
                                                               ---------
               Total other assets                                 15,478
                                                               ---------
                                                            $    317,742
                                                               =========
                      LIABILITIES AND SHAREHOLDERS' DEFICIT

         CURRENT LIABILITIES:
           Accounts payable                                 $    199,709
           Accrued expenses                                      153,823
           Accrued interest payable                               72,299
           Income tax payable                                      1,600
           Due to related party                                  803,399
           Note payable - related party                        1,750,000
                                                               ---------
               Total current liabilities                       2,980,830
                                                               ---------

         SHAREHOLDERS' EQUITY (DEFICIT):
           Common stock, par value $.001; 50,000,000
             Shares authorized; 14,529,100 shares issued
             and outstanding                                     997,652
           Preferred stock, par value $ .001; 2,000,000
             Shares authorized; no shares issued and
             outstanding                                               0
           Additional paid-in capital                             10,000
           Accumulated deficit                                (3,670,740)
                                                               ---------
               Total shareholders' deficit                    (2,663,088)
                                                               ---------
                                                            $    317,742
                                                               =========

         See accompanying notes and accountants' review report which are
            integral parts of these consolidated financial statements.
<PAGE>
                                                                          Page 3
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                                           Three Months Ended
                                                               March  31,
                                                          2002           2001
                                                          ----           ----
         Revenue:
           Management fees- related party             $   355,556   $   511,078
           Management Fees- Others                         16,821        42,950
                                                        ---------      ---------
                                                          372,377       554,028

         Costs and expenses:
           Salaries and benefits                          482,738       351,292
           Professional and consulting fees               113,134       146,833
           General and administrative                     158,369       126,624
           Depreciation                                    13,750         9,900
                                                        ---------      ---------
                                                          767,991       634,649

         Operating Income (Loss)                         (395,614)      (80,621)
                                                        ---------      ---------

         Other income (expense):
           Interest Expense                               (26,270)      (12,927)
                                                        ---------      ---------

         Other income (loss) before income taxes         (421,884)      (93,548)

         Provision for Income Taxes                           800           800
                                                        ---------     ---------

         Net Income (Loss)                            $  (422,684)   $  (94,348)
                                                        =========      =========

         Earnings (Loss) per common share

                Basic                                 $     (0.03)   $     0.00
                                                        =========      =========

                Diluted                               $     (0.03)   $     0.00
                                                        =========      =========

         Weighted average common shares outstanding

                Basic                                  14,529,100    14,529,100
                                                       ==========    ==========

                Diluted                                14,529,100    14,529,100
                                                       ==========    ==========






  See accompanying notes and accountants review report which are integral parts
                   of these consolidated financial statements
<PAGE>
                                                                          Page 4

                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
       CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                 MARCH 31, 2002

                                            Retained Earnings         Total
                           Common Stock     Additional Accumulated Shareholders'
                         Shares      Amount   Paid-in   Deficit       Equity
                       ----------  ---------  -------- ------------ ------------

Balance at December
  31, 2000              3,781,455  $ 952,727   $     0   $(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)           0

  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)           0

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

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

Private placement
  Offering                                      10,000                   10,000

Consolidated net loss
  for three months
  Ended Mar 31, 2002                                    (  422,684)   ( 422,684)
                       ----------  ---------  -------- ------------ ------------
Balance at
   March 31, 2002      14,529,100  $ 997,652  $ 10,000 $(3,670,740) $(2,663,088)
                       ==========  =========   ======== ==========   ==========

   See accompanying notes and accountants review report which are integral parts
                   of these consolidated financial statements

<PAGE>
                                                                          Page 5

                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                                               Three Months
                                                                March  31,
                                                           2002           2001
                                                           ----           ----
         CASH FLOWS FROM OPERATING ACTIVITIES:
           Net income (loss) from operations             $  (422,684) $( 94,348)
           Adjustment to reconcile net income (loss) from
             operations to cash provided (used) in operating
             activities:
                Depreciation                                  13,750      9,900

           (Increase) decrease in:
              Accounts receivable                              2,624          0
              Other current assets                           (38,952)   (66,889)

            Increase (decrease) in:
              Accounts payable                                 3,322     54,068
              Accrued expense                                 46,301    ( 6,886)
              Accrued interest                                26,265     13,217
              Income tax                                           0        800
                                                            --------    -------

       Net cash used from operating activities              (369,374)   (90,138)
                                                            --------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of equipment                                  0     (1,448)
                                                            --------    -------

                Net cash used from investing activities            0     (1,448)
                                                            --------     ------

CASH FLOWS FROM FINANCING ACTIVITIES:
            Related party loan                               365,643     94,408
            Private placement offering                        10,000          0
                                                           ---------    -------

                Net cash provided from financing activities  375,643     94,408
                                                           ---------    -------

                Net increase (decrease) in cash                6,269      2,822

                Cash, beginning of the year                    2,604     65,532
                                                           ---------    -------

                Cash, end of the year                      $   8,873  $  68,354
                                                           =========    =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
            Cash paid during the period for  interest      $       0  $       0
                                                           =========    =======

            Cash paid during the period for income taxes   $     987  $     275
                                                           =========    =======

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
      Accrued interest on notes payable                    $       0  $  13,217
                                                           =========    =======

      Accrued interest on the equity to debt conversion    $  26,265  $       0
                                                           =========    =======







     See accompanying notes and accountants review report which are integral
                parts of these consolidated financial statements
<PAGE>
                                                                          Page 6
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

(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  2,000,000
         preferred 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) is 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 December 31,
         2001.  For the three months ended March 31, 2002,  JNS have no revenues
         and activities.

                  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  who  have  common
         shareholders who influence the activities of both entities.

                  LMC  acquired  JNS in November  2001  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 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  will  result  in  a  share   exchange   between
         shareholders  of two companies,  whereby LMC will become a wholly owned
         subsidiary  of the Company.  JNS was renamed as  Latinocare  Management
         Corporation,  reincorporated in the State of Nevada on January 2002 and
         which is referred in this report as the "Company".

                         See accountants' review report


<PAGE>

                                                                          Page 7
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

(1)      General Background and Nature of Operations (Cont'd):

a.       General background (cont'd):
                  The  Company  has  a  total  of   14,529,100   shares  of  its
         outstanding common stock issued. 511,455 shares or 3% of the issued and
         outstanding  common stock consist of the original  shareholders  of the
         acquired company,  13,471,645  shares or 93% of the outstanding  common
         stock were issued to two members of the  Company's  Board of Directors;
         and new shares issued totaling  546,000 shares or 4% of the outstanding
         common stock issued  consists of 260,000  shares of common stock issued
         to  individuals  as part of LMC's  renegotiated  cost of acquiring  the
         Company,  100,0000 shares of common stock issued for services  rendered
         and  186,000  shares of common  stock  issued to  unaffiliated  private
         investors.

b.       Nature of operations:
                  The  Company  is in  the  business  of  providing  management,
         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
         Group,  Inc.  to provide all  management  and  administrative  support,
         allowing  the IPA to focus  efforts on physician  network  development.
         These services  include,  among others;  clerical and billing services,
         claims settlement and collection,  accounting,  financial and cash flow
         management,    marketing    and   general    administrative    services
         (collectively,   "Management  Services").   The  Company  acts  as  the
         exclusive  agent  to the IPA  with  regards  to  seeking,  negotiating,
         renewing, and executing managed care contracts.

                         See accountants' review report
<PAGE>
                                                                          Page 8

                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


(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.

                  The Company's cash and available  credit are not sufficient to
         support  operations  for the next year.  A net loss of  $3,248,056  was
         incurred from  inception on February 1995 until  December 31, 2001. For
         the three months ended March 31,  2002,  the Company had an  additional
         net loss of $422,683. The Company also had negative working capital and
         stockholders deficit at March 31, 2002.

                  Management  plan is to raise  enough  equity  through  private
         placements (see Note 13 - Subsequent Events) and individual  investors;
         pay off 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  consolidated
         financial  statements  have been  prepared  on the basis that  adequate
         equity financing will be obtained.

a.       Principles of Consolidation:
                  The consolidated  financial statements include the accounts of
         the Company and its subsidiary.  Intercompany accounts and transactions
         have been eliminated in the consolidated financial statements.

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.

                         See accountants' review report
<PAGE>
                                                                          Page 9
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


(2)   Summary of Significant Accounting Policies (cont'd):

c.       Revenue Recognition (cont'd):
                  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 collections.

                  Revenues  are  also  generated  from  risk  pool  settlements.
         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 pool
         are reserve for specialist  medical expenses whereas hospital risk pool
         relate to reserves for hospital  expenses.  These  reserves are held by
         the HMO 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.

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.

                         See accountants' review report
<PAGE>
                                                                         Page 10
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


(2)      Summary of Significant Accounting Policies (cont'd):

g.       Property, Equipment and Related Depreciation (cont'd):

                  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 improvements                        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.

                  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.

                         See accountants' review report

<PAGE>
                                                                         Page 11
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

(2)      Summary of Significant Accounting Policies (cont'd):

j.       Adoption of Recent Accounting Standards (cont'd):

         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.  An
         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:

               Prepaid private placement costs                   $  86,346
               Other current assets                                  1,897
                                                                   -------
                                                                 $  88,243

                  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.

                  The  above  prepaid   private   placement  costs  consists  of
         printing,  mailing and consulting fees that have been incurred from the
         offering date to March 31, 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.

(4)      Property and Equipment:

         Property and equipment consists of the following:

                                    March 31,
                                      2002

           Furniture, fixtures and office equipment        $  83,786
           Leasehold improvement                              77,157
           Computers and software                            171,013
                                                             -------
                                                             331,956

           Less accumulated depreciation                     127,106
                                                             -------
                                                           $ 204,850

                         See accountants' review report

<PAGE>
                                                                         Page 12
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001



(4)      Property and Equipment (cont'd):

         Depreciation expense for the three months ended March 31, 2002 and 2001
         was:

                                                            March 31,
                                                        2002       2001
                                                       -------   --------
            Depreciation                            $  13,750    $  9,900
                                                       =======   ========

                  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 March 31, 2002:

         Cedars Sinai, due July 23, 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 120 days on or before the
         date of the note;  $500,000  shall be paid on or before  240 days on or
         before the date of the note;  and  $750,000  and all accrued but unpaid
         interest shall be paid on or before the expiration of 360 days from the
         date of the note.

                  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:

         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.

                         See accountants' review report

<PAGE>
                                                                         Page 13
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

(5)      Notes Payable - Related Party (cont'd):

                  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 March 31, 2002, no payments were made by the Company nor
         any collection actions from Cedar Sinai. The Company plans to amend the
         terms of the above agreement with Cedar Sinai.

(6)      Provision for Income Taxes:

                  The  provision  for taxes  consists of the  following for both
         periods ended March 31, 2002 and 2001:

                                      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 and three months
         ended  March  31,  2002 of  approximately  $2,212,504  and $  2,635,187
         respectively,  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.

(7)      Advertising:

         Advertising expense consists of the following:

                                                      Three Months Ended
                                                          March  31,
                                                      2002       2001
                                                    -------    -------
         Total                                    $   2,100    $ 1,096
                                                    =======    =======


                         See accountants' review report
<PAGE>
                                                                         Page 14

                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001



(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 March 31, 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
              March  31,               Office Space     Equipment     Total
              -------------            ------------     ---------     ---------
              2001                        $ 157,632     $  38,282     $ 195,914
              2002                          157,632        38,856       196,488
              2003                          157,632        38,856       196,488
              2004                          157,632        38,856       196,488
              Thereafter                    157,632        16,062       173,694
                                            -------        ------       -------
              Total                       $ 788,160     $ 170,912     $ 959,072

                  Total lease and rent expense consist of the following:

                                                   Three Months Ended
                                                       March  31,
                                                    2002       2001

         Equipment lease                             $  13,750  $  9,782
         Office rent                                    62,288    63,624
                                                        ------    ------
                                                      $ 76,038  $ 73,406

                         See accountants' review report
<PAGE>
                                                                         Page 15
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


(10)     Related Party Transactions:

a.       Latinocare Network Medical Group, Inc.:
                  The  CEO/President of Latinocare  Network Medical Group,  Inc.
         (IPA) is a member of the board of directors and a major stockholder for
         both the IPA and the Company  until his recent death in February  2002.
         In light of this  shareholder's  death, the Company has the contractual
         right to acquire  his shares of stock from the IPA and the  Company for
         $2.5 million contingent on the Company making some milestone  payments.
         The Company is in discussions with the heirs of the shareholder to make
         the purchase  essentially  on the same terms as previously  agreed with
         the shareholder before his death.

                  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 Company also renders services on business  development and
         marketing of products and services of the IPA.

                         See accountants' review report
<PAGE>
                                                                         Page 16
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


(10)     Related Party Transactions (cont'd):

a.       Latinocare Network Medical Group, Inc. (cont'd):

                  The management fees,  settlement fees,  marketing and business
         development   from  the  IPA,   paid  and  due  to  the  Company   were
         approximately:

                                                  Three Months
                                                 Ended March 31,

                                                 2002       2001

       Management fee                        $ 355,556   $ 395,997
       Settlement fee                                0     115,081
                                               -------     -------

       Total                                 $ 355,556   $ 511,078
                                               =======     =======

                  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 if March 31,
         2002:

          Receivable from related party                     $   403,078
          Payable to related party                           (1,206,477)
                                                              ----------

          Due to related party                              $  (803,399)
                                                              ==========

                  The above  outstanding net payable to the IPA of approximately
         $803,399 was used as working capital.

b.       Gonzales-D'Avila Enterprise 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  reimbursement of health insurance advanced by the
         Company for JJ&M.

                  Total amount of related  party  transaction  is not  presented
         because the amount is insignificant.

c.       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.

                         See accountants' review report

<PAGE>
                                                                         Page 17
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001



(10)     Related Party Transactions (cont'd):

c.       Cedars Sinai Medical Center (cont'd):

                  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.

                  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 March 31,
         2002. The Company plans to amend the terms of the agreement  subsequent
         to this balance sheet date.

(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  consist 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 March
         31, 2002, the plan have not been implemented.

                         See accountants' review report

<PAGE>
                                                                         Page 18
                        LATINOCARE MANAGEMENT CORPORATION
                             (A NEVADA CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


(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.

b.       Private Placement Offering:
                  On November 30, 2001, a new Private  Placement  Memorandum was
         issued for qualified  investors in connection  with the Company's offer
         of sale of its common stock.  This  offering will  terminate on May 31,
         2002,  unless  the  Company  extends  the  offering  period  up  to  an
         additional  180 days.  The  Company  is  offering  800,000  Units for a
         purchase   price  of  $1.25  per  Unit  (maximum   gross   proceeds  of
         $1,000,000). Each Unit includes one share of the Company's common stock
         and one Warrant to purchase one share of the Company's common stock for
         a  purchase  price of $2.00 per share at any time  until one year after
         the date that they are issued. The Company has the option to increase a
         total amount of the offering by up to an additional  $150,000  (120,000
         shares).  There is no minimum  amount of the  offering  and the maximum
         offering is $1,150,000 (if the Company exercises its option to increase
         the maximum amount of the offering).  The purchase price for the shares
         will be payable in full in cash upon subscriptions.

                  The  net  proceeds  from  the  offering  are  expected  to  be
         approximately  $900,000 after the payment of offering  costs  including
         printing,  mailing,  legal, and accounting costs, and potential selling
         commissions and finder's or referral fees that may be incurred. The net
         proceeds  from  this  offering  are  estimated  to be  utilized  to pay
         marketing  and  promotion  costs to obtain  new  enrollees;  to finance
         acquisitions of IPAs; and for working capital purposes.

                         See accountants' review report
<PAGE>
                                                                         Page 19

   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 will
result from its business  activities  and certain  transactions  the Company has
completed, such as the potential for increased revenues,  decreased expenses and
avoided 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;

         (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.

         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 may 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.


<PAGE>
                                                                         Page 20

RESULTS OF OPERATIONS FOR FISCAL QUARTER ENDED MARCH 31, 2002 COMPARED TO FISCAL
QUARTER ENDED MARCH 31, 2001

         Total  revenue  for the three  months  period  ending  March  31,  2002
decreased by $181,651 to $372,377 from $554,028 in the prior  comparable  fiscal
quarter.  Approximately $56,000 of this decrease in revenue is due to a decrease
in members  months  caused by (1) the  bankruptcy  of Tower  Corporation,  which
represents the loss of 11,000 member months,  (2) the  termination by PacifiCare
of a contract with LNMG, which  indirectly  represents the loss of approximately
4,100 member months,  (3) the loss of approximately  1,500 member months from an
HMO that was sold and the lives  transferred,  and (4) the loss of approximately
5,000 lives from HMOs that had  decreasing  enrollment.  The impact of the Tower
bankruptcy  was offset by two new HMO  contracts  completed  during the last two
months of 2001.  These two new  contracts  accounted  for  approximately  11,000
member  months  during the three months ended March 31, 2002 and are expected to
exceed the member months lost due to the Tower  bankruptcy  during 2002. The net
effect of the change in member months is  approximately  $56,000.  The remaining
decrease in revenue is  primarily  the result of the Company not  accruing  risk
pool revenue for the three  months  ended March 31, 2002.  The risk pool revenue
for the three months ended March 31, 2001 was $115,081. Reasonable estimates for
risk pool revenue for 2002 were not  available  for the three months ended March
31,  2002 but the  Company  believes  that  risk pool  revenue  for 2002 will be
comparable to fiscal 2001.  For the three months ended March 31, 2001,  the risk
pool revenue  consisted  primarily of revenue  from Tower which,  as  previously
noted, filed bankruptcy.  Since Tower filed for bankruptcy, no revenue for Tower
was recorded for the three months ended March 31, 2002.

         Operating and administrative  expenses increased by $133,342 during the
three  months  ended  March 31,  2002 to  $767,991  from  $634,649  in the prior
comparable first quarter ended March 31, 2001.  Salaries & benefits increased by
$131,446  for the three  months  ended  March 31,  2002 as compared to the three
months ended March 31, 2001.  This increase is due  primarily to the  following:
(1) the  Company's  Chief  Executive  Officer,  who had  been  compensated  as a
consultant for the three months ended March 31, 2001, was added to the Company's
payroll in July 2001,  (2) the Company's  business  development  department  was
expanded to promote  employer based enrollment and add new providers to increase
the Company's  visibility and membership,  (3) the Company's health  educational
compliance  department  was  expanded  to  meet  increased  HMO  and  government
requirements,  and (4) core departments,  including claims,  member and provider
services were expanded to compensate for the loss, as a result of the out source
vendor going out of business,  of the Company's computer system in June 2001 and
the  introduction  of a new  automated  system which was  partially  implemented
during the four months ended December 2001. The increased  staffing for the core
department  was  maintained  subsequent  to  December  2001 in  anticipation  of
increased membership to result from the fund raising activities that the Company
is undertaking.  Professional and consulting  expenses  decreased by $33,699 for
the three  months  ended March 31, 2002 as  compared to the three  months  ended
March 31, 2001, primarily as a result of the Chief Executive Officer being added
to payroll as opposed to being paid as a consultant.  General and administrative
expenses  increased  by $31,736 for the three  months  ending  March 31, 2002 as
compared to the three months ended March 31,  2001.  The primary  reason for the
increase  are (1) increase in office  rent,  (2)  increase in  equipment  rental
related to additional  equipment lease,  and (3) additional  maintenance cost on
the building and equipment.  The increase in office rent was because office rent
was reduced by pro-rated free rent under the rental  agreement  during the first
three  months of 2001 which did not exist for the three  months  ended March 31,
2002.

         For the three months ended March 31, 2002,  the Company's  consolidated
net loss was $422,684 as compared to a consolidated  net loss of $93,548 for the
three months ended March 31, 2001. The consolidated net loss of $422,684 for the
three months  ended March 31, 2002 is primarily  the result of a) the fact that,
no risk pool revenue was recorded in the first fiscal quarter of 2002.  Based on
preliminary  information  received  from the Health  Plans and Company  records,
management  believes  that risk pool  revenue of $50,000  will be  received  and
recorded  in the  second  fiscal  quarter of this year.  In  addition,  expenses
incurred  on  behalf  of LNMG for  marketing,  business  development,  and other
reimbursable  activities  approximated $142,465 for the three months ended March
31, 2002.  These  expenses are  reimbursable  from LNMG but were not recorded as
revenue  until it is certain  that LNMG will be able to  reimburse  the Company.
Management  believes  that by the end of fiscal  year  2002 LNMG  should be in a
position to reimburse the Company for these expenses. For the three months ended
March 31, 2001, the reimbursable expenses were $106,528. These expenses were not
recorded in the first fiscal quarter of 2001.  These expenses were reimbursed by

<PAGE>
                                                                         Page 21

LNMG by the end of fiscal  year 2001.  Finally,  the  Company  incurred  certain
expenses  related to the private  placement  and fund raising  activities of the
Company which are reflected in the operating  results for the three months ended
March  31,  2002.  The total of these  expenses  approximated  $ 55,000  and the
Company  anticipates being reimbursed as soon as the capital raising  activities
are  concluded  to the extent  additional  capital is raised.  The  Company  has
increased  revenue  from  management  fees from LNMG for 2002 as compared to the
latter part of fiscal  2001.  Revenue for the three  months ended March 31, 2002
was $372,377 compared to revenue of $355,558 for the three months ended December
31,  2001,  excluding  reimbursable  expenses for LNMG of $612,054 and risk pool
revenue of $26,517.

         The  Company  has  continued  to support  the  marketing  and  business
development  activities of LNMG 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 LNMGs membership.  The Company will continue to provide this
support as it  endeavors  to raise  capital to acquire  lives.  In the event the
capital is not  available,  the Company has examined its  operations and that of
LNMG and will  implement  the necessary  reductions  during the third quarter of
fiscal 2002 that it believes will return the  operations of the Company and LNMG
to profitability.  Final implementation of the new computer system was completed
in the three months ended March 31, 2002.  Efficiency gained from the new system
is expected to allow the  Company to provide  services in a more cost  effective
manner as membership increases.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company had  consolidated  net cash of $8,873 at March 31, 2002 as
compared to net cash of $2,604 as of December  31,  2001.  The Company had a net
working capital deficit (i.e. the difference  between current assets and current
liabilities)  of $2,885,416  at March 31, 2002 as compared to a working  capital
deficit  of  $2,484,482  at  December  31,  2001.  Cash flow used for  operating
activities  decreased  from  ($369,374)  during the three months ended March 31,
2002 to ($90,138)  during the three  months  ended March 31, 2001.  There was no
cash used for investing  activities during the three months ended March 31, 2002
with ($1,448)  used during the three months ended March 31, 2001.  Cash provided
by financing  activities  increased  from $94,408  during the three months ended
March 31, 2001 to $375,643  during the three months ended March 31, 2002.  Since
March 31,  2001,  the  Company's  capital  needs  have  primarily  been met from
advances received from LNMG.

         The Company will have additional  capital  requirements  during 2002 if
the Company  continues with its plan of  acquisition  and incubation of new IPAs
and projects, and to pay operating costs. There is no assurance that the Company
will have  sufficient  capital to finance its growth and business  operations or
that such capital  will be available on terms that are  favorable to the Company
or at all.  The Company is  currently  incurring  operating  deficits  which are
expected to continue until LNMG increases its patient enrollment,  which depends
in part on the Company  raising  additional  working  capital for  marketing and
acquisitions.  The change is expected to be the result of adjustment to expenses
and by increased revenues due to acquisitions,  provided that the Company raises
additional capital.

         The Company expects to have material capital  requirements  during 2002
as it relates to  acquisitions  of membership by LNMG,  the IPA.  Subject to the
availability  of  capital,  LNMG  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  physician's  practices but rather the
transfer of these  physicians'  membership from other IPAs to LNMG. The funds to
make these acquisitions are expected to be generated from a private placement of
common  stock  and  warrants  currently  being  made  by the  Company  to  raise
approximately  $1,000,000 of capital.  The private  placement  commenced in late
2001 and involves the offer of 800,000 units at a price of $1.25 per unit.  Each
unit consists of one share of common stock and one warrant to purchase one share
of common stock for a purchase price of $2.00 per share for a period of one year
from the date of issuance,  subject to extension until the shares underlying the
warrants  are  registered  with the  Securities  and  Exchange  Commission.  The
warrantholders have registration rights after issuance of the warrants. To date,
approximately  $12,500  has been raised in the  private  placement.  There is no
assurance that the Company will raise additional capital.
<PAGE>
                                                                         Page 22

         On July 23, 2001, the  Cedars-Sinai  Medical Center (CSMC) sold its LMC
common stock to LMC in  consideration  for a note in the amount of $1.75 million
plus simple  interest at the rate of 6% per annum.  The note is payable in three
installments  on or  before  July 23,  2002.  The first  installment  was due in
January  2002 and was not paid.  As a result,  CSMC has the right to convert the
note into 28% of the  outstanding  common  stock of the  Company,  or a pro rata
share if the  promissory  note is  partially  repaid.  The  Company  expects  to
negotiate an extension with CSMC on the promissory note.

         LNMG was owned by Roberto Chiprut, M.D. who was a major shareholder and
director of the Company and LMC until his recent death.  Prior to his death, the
Company and Dr.  Chiprut had reached  agreement  and executed a contract for the
Company to acquire his IPA and Company stock for $2.5 million  contingent on the
Company making certain  milestone  payments.  The Company is in discussions with
the heirs of Dr. Chiprut to make the purchase on  essentially  the same terms as
previously agreed upon with Dr. Chiprut, subject to the availability of capital.
The Company  currently does not have the funds to purchase Dr.  Chipruts's stock
and there is no  assurance  that the Company  will be able to obtain  sufficient
capital to pay the purchase price for the stock.

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 MATTER TO A VOTE OF SECURITY HOLDERS

         On February 28, 2002,  the Company  conducted its annual meeting of the
shareholders pursuant to which the shareholders approved the election of Jose J.
Gonzalez and Joseph  Luevanos to the Board of Directors,  approved the change of
the Company's fiscal year to end on December 31, approved the reincorporation of
the  Company  in the State of  Nevada,  approved  the  change of the name of the
Company to Latinocare Management Corporation,  ratified the selection of Ostrich
& Oppenheimer as the Company's independent certified public accounting firm, and
approved the Company's 2002 Stock Option Plan for Directors, Officers, Employees
and Key  Consultants.  See the Company's  Proxy Statement on Schedule 14A, dated
and filed with the Securities and Exchange Commission on January 14, 2002.

ITEM 5. OTHER INFORMATION
None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

         (b) Reports on Form 8-K.

         Report on Form 8-KA,  dated February 1, 2002,  relating to the business
combination between JNS Marketing, Inc., a Colorado corporation,  and Latinocare
Management Corporation, a California corporation.

         Report on Form 8-K, dated  February 11, 2002,  relating to the death of
one of the directors.

         Report on Form 8-K,  dated  March 11,  2002,  relating to the change of
accounting firms.
<PAGE>
                                                                         Page 23
                                   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:  May 15, 2002



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



                                BY: /s/ Joseph Luevanos
                                ------------------------------------------------
                                Joseph Luevanos, Director and Chief
                                Financial Officer