FORM 10-QSB/A
                                 Amendment No. 1


                     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, 2003


                         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.)


            959 Walnut Avenue, Suite 250, Pasadena, California 91106
          -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (626) 583-1115
                                ----------------
               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 $126,894 as of March 31, 2003 (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 14,604,098  shares  outstanding of the  registrant's  Common
Stock as of March 31, 2003.


<PAGE>
                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
PART I. - FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                          4

         Balance Sheets as of March 31, 2003 (unaudited)
         and December 31, 2002..............................................  4

         Statements of Operations for the Three Months ended March 31, 2003
         and March 31, 2002.................................................  6

         Statement of Stockholders' Deficit for the year ended
         December 31, 2002, and for the Three Months ended
         March 31, 2003 (unaudited).........................................  7

         Statements of Cash Flow for the Three Months ended
         March 31, 2003 and 2002............................................  8

         Notes to Condensed Consolidated Financial Statements (unaudited)...  9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS...............................................14

PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS...................................................15

ITEM 2.  CHANGES IN SECURITIES...............................................15

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.....................................15

ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS..................15

ITEM 5. OTHER INFORMATION....................................................16

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................16

         SIGNATURES .........................................................17

                                      -2-

<PAGE>
                                ARMANDO C. IBARRA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ( A PROFESSIONAL CORPORATION)

Armando C. Ibarra, C.P.A.                           Members of the
Armando Ibarra, Jr., C.P.A.                         California Society of
                                                    Certified Public Accountants

To the Board of Directors
Latinocare Management Corporation
Long Beach, California

                         INDEPENDENT ACCOUNTANTS' REPORT

We have  reviewed the  accompanying  consolidated  balance  sheets of Latinocare
Management  Corporation  and  subsidiary as of March 31, 2003 and March 31, 2002
and the related consolidated statements of operations,  changes in stockholders'
deficit,  and cash flows for the three months ended March 31, 2003 and 2002,  in
accordance with Statements on Standards for Accounting Review Services issued by
the American Institute of Certified Public Accountants. All information included
in  these  financial  statements  is the  representation  of the  management  of
Latinocare Management Corporation and subsidiary.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any  modifications  that should be made
to the accompanying  financial  statements in order for them to be in conformity
with generally accepted accounting principles.

\s\ Armando C. Ibarra, C.P.A. - APC
-----------------------------------
ARMANDO C. IBARRA, C.P.A. - APC


April 1, 2003
Chula Vista, California


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                 LATINOCARE MANAGEMENT CORPORATION
                                       (A Nevada Corporation)
                                    Consolidated Balance Sheets
                                            (unaudited)
--------------------------------------------------------------------------------------------------

                                               ASSETS

<S>                                                   <C>                     <C>
                                                           March 31,               March 31,
                                                             2003                    2002
                                                      --------------------    --------------------


          CURRENT ASSETS
               Cash                                 $             100,150    $              8,873
               Accounts receivable                                      -                     298
               Prepaid expenses                                         -                  88,243

                                                      --------------------    --------------------
          TOTAL CURRENT ASSETS                                    100,150                  97,414

          NET PROPERTY & EQUIPMENT                                      -                 204,850

          OTHER ASSETS
               Deposit                                                  -                  15,478
                                                      --------------------    --------------------
          TOTAL OTHER ASSETS                                            -                  15,478


                                                      --------------------    --------------------
                TOTAL ASSETS                        $             100,150    $            317,742
                                                      ====================    ====================
</TABLE>

     See Accountants' Report and Notes to Consolidated Financial Statements

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                         LATINOCARE MANAGEMENT CORPORATION
                                               (A Nevada Corporation)
                                            Consolidated Balance Sheets
                                                    (unaudited)

------------------------------------------------------------------------------------------------------------------

                                        LIABILITIES & STOCKHOLDERS' DEFICIT


<S>                                                                   <C>                    <C>
                                                                           March 31,              March 31,
                                                                              2003                   2002
                                                                      ---------------------  ---------------------

          CURRENT LIABILITIES
               Accounts payable - trade                             $              100,150  $             199,709
               Income tax payable                                                        -                  1,600
               Accrued expenses                                                          -                153,823
               Accrued interest                                                          -                 72,299
               Due to related party                                                      -                803,399
               Note payable                                                              -              1,750,000

                                                                      ---------------------  ---------------------
          TOTAL CURRENT LIABILITIES                                                100,150              2,980,830



                                                                      ---------------------  ---------------------
                TOTAL LIABILITIES                                                  100,150              2,980,830



          STOCKHOLDERS' DEFICIT
              Common stock, (no par value, 50,000,000
              shares authorized; 14,604,098 and 14,529,100
              shares issued and outstanding as of March 31,
              2003 and 2002, respectively)                                       1,037,652                997,652
               Additional paid-in capital                                                                  10,000
               Retained earnings                                                (1,037,652)            (3,670,740)

                                                                      ---------------------  ---------------------
          TOTAL STOCKHOLDERS' DEFICIT                                                    -             (2,663,088)

                                                                      ---------------------  ---------------------
                      TOTAL LIABILITIES &
                            STOCKHOLDERS' DEFICIT                   $              100,150  $             317,742
                                                                      =====================  =====================
</TABLE>



     See Accountants' Report and Notes to Consolidated Financial Statements

                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                   LATINOCARE MANAGEMENT CORPORATION
                                         (A Nevada Corporation)
                                  Consolidated Statement of Operations
                                               (unaudited)

-------------------------------------------------------------------------------------------------------

<S>                                                         <C>                     <C>
                                                            Three Months Ended      Three Months Ended
                                                                March 31,               March 31,
                                                                   2003                    2002
                                                            -------------------     -------------------

        REVENUES
             Revenues                                     $                  -    $            372,377
                                                            -------------------     -------------------
        TOTAL REVENUES                                                       -                 372,377

        GENERAL & ADMINISTRATIVE EXPENSES                               31,833                 754,241
                                                            -------------------     -------------------
        OPERATING INCOME (LOSS)                                        (31,833)               (381,864)

        OTHER INCOME & (EXPENSES)
             Depreciation                                                    -                 (13,750)
             Interest expense                                                -                 (26,270)
             Interest income                                                 -                       -
             County tax                                                      -                       -
        TOTAL OTHER INCOME & (EXPENSES)                                      -                 (40,020)

                                                            -------------------     -------------------

        NET INCOME (LOSS) BEFORE TAXES                                 (31,833)               (421,884)

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

        NET INCOME (LOSS)                                 $            (31,833)   $           (422,684)
                                                            ===================     ===================

        BASIC EARNINGS (LOSS) PER SHARE                   $              (0.00)   $              (0.03)
                                                            ===================     ===================
        WEIGHTED AVERAGE NUMBER OF
          COMMON SHARES OUTSTANDING                                 14,604,098              14,529,100
                                                            ===================     ===================
</TABLE>

     See Accountants' Report and Notes to Consolidated Financial Statements

                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                                                  LATINOCARE MANAGEMENT CORPORATION
                                                       (A Nevada Corporation)
                                      Consolidated Statement of Changes in Stockholders' Equity
                                            From December 31, 2000 Through March 31, 2003
                                                             (Unaudited)
<S>                                                  <C>              <C>              <C>             <C>             <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                       Common           Common         Additional         Retained
                                                        Stock            Stock           Paid-in          Earnings          Total
                                                                        Amount           Capital
------------------------------------------------------------------------------------------------------------------------------------


   Balance,  December 31, 2000                        3,781,455       $  952,727                       $  (960,942)     $    (8,215)

   Retirement of common stock                        (3,270,000)                                                                  -

   Issuance of new common stock                      13,471,645                                                                   -

   Stock issued for cash                                260,000           26,000                           (26,000)               -

   Stock issued for services rendered                   100,000           10,000                                             10,000

   Stock issued to private investors                    186,000            8,925                            (8,925)               -

   Transfer of acquiring company's acum. deficit                                                        (1,671,685)      (1,671,685)

   Net loss,  December 31, 2001                                                                           (580,504)        (580,504)
------------------------------------------------------------------------------------------------------------------------------------
   BALANCE, DECEMBER 31, 2001                        14,529,100          997,652       $        -       (3,248,056)      (2,250,404)
====================================================================================================================================

   Stock issued to private investors                     28,000           35,000                                             35,000

   Stock issued for services rendered                    46,998            5,000                                              5,000

   Net loss,  December 31, 2002                                                                            (31,833)         (31,833)
------------------------------------------------------------------------------------------------------------------------------------
   BALANCE, DECEMBER 31, 2002                        14,604,098       $1,037,652       $        -      $(3,279,889)     $(2,242,237)
====================================================================================================================================

   Spin-off of subsidiary                                                                                2,274,070        2,274,070

   Net loss, March 31, 2003                                                                                (31,833)         (31,833)
------------------------------------------------------------------------------------------------------------------------------------
   BALANCE, MARCH 31, 2003                           14,604,098        1,037,652       $        -      $(1,037,652)     $       $ -
====================================================================================================================================
</TABLE>

    See Accountants' Report and Notes to Consolidated Financial Statements

                                      -7-
<PAGE>
<TABLE>
<CAPTION>
                                             LATINOCARE MANAGEMENT CORPORATION
                                                   (A Nevada Corporation)
                                           Consolidated Statements of Cash Flows
                                                        (unaudited)

---------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                     <C>
                                                                                 Three Months Ended     Three Months Ended
                                                                                    March 31,               March 31,
                                                                                      2003                    2002
                                                                                ------------------      ------------------

        CASH FLOWS FROM OPERATING ACTIVITIES
            Net income (loss)                                                 $           (31,833)    $          (422,684)
            Depreciation expense                                                                -                  13,750
           (Increase) decrease in other current assets                                          -                 (38,952)
           (Increase) decrease in accounts receivable                                           -                   2,624
           Increase (decrease) in accounts payable - trade                                      -                   3,322
           Increase (decrease) in accrued expenses                                              -                  46,301
           Increase (decrease) in accrued interest                                              -                  26,265
                                                                                ------------------      ------------------
             NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                          (31,833)               (369,374)

        CASH FLOWS FROM INVESTING ACTIVITIES

           (Acquisition) disposal of equipment                                                  -                       -

                                                                                ------------------      ------------------
             NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                -                       -

        CASH FLOWS FROM FINANCING ACTIVITIES
             Cash generated from spin-off of subsidiary                                   131,983                       -
             Related party loan                                                                 -                 365,643
             Private placement offering                                                         -                  10,000

                                                                                ------------------      ------------------
             NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                          131,983                 375,643


                                                                                ------------------      ------------------
            NET INCREASE (DECREASE) IN CASH                                               100,150                   6,269

            CASH AT BEGINNING OF YEAR                                                           -                   2,604
                                                                                ------------------      ------------------

            CASH AT END OF YEAR                                               $           100,150     $             8,873
                                                                                ==================      ==================



        SUPPLEMENTAL DISCLOSURES OF CASH FLOW
        INFORMATION:

        INCOME TAXES PAID                                                     $                 -    $                987
                                                                                ==================      ==================
        INTEREST PAID                                                         $                29    $                  -
                                                                                ==================      ==================
        COMMON STOCK ISSUED FOR SERVICES                                      $             5,000    $                  -
                                                                                ==================      ==================

</TABLE>

     See Accountants' Report and Notes to Consolidated Financial Statements

                                      -8-
<PAGE>

NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

A.       ORGANIZATION:

Latinocare  Management  Corporation,  a Nevada  corporation,  (the  Company) was
incorporated  in the  State of  Nevada on  January  22,  2002.  The  Company,  a
management service organization, was in the business of providing management and
administrative  services,  and had developed a system of operations,  management
and marketing for independent practice  associations engaged in providing health
care services.

The  Company  provided  this  service  through a former  subsidiary,  Latinocare
Management Corporation. Latinocare Management Corporation 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 company that
had common shareholders who influence the activities of both entities.

Latinocare  Management  Corporation (LMC) acquired JNS Marketing,  Inc. (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  negotiation  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  Latinocare  Management  Corporation's  Board of
Directors.  LMC and JNS entered  into an Agreement  and Plan of  Reorganization,
which resulted in a share exchange  between  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 as the Company.

Since the death of Dr. Roberto Chiprut the business relation between the Company
and Latinocare  Network Medical Group (LNMG) had deteriorated to the point where
they cannot work  together.  Thus,  the Company spun off the  subsidiary  to its
shareholders  on a pro-rata basis and ceased  operations.  The Company is in the
process of seeking other business operations.

NATURE OF OPERATIONS:

The Company, a management service organization, was in the business of providing
management  and  administrative   services,   and  had  developed  a  system  of
operations,  management  and marketing  for  independent  practice  associations
engaged in providing health care services.

The Company targeted and successfully reached four primary groups: health plans,
hospitals,  health service  recipients and physicians with significant  focus on
the Latin 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  payers 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 of access to quality
health care services available to the Latino community.

In November 1995, the Company  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.  The Company acted as the exclusive agent to the
IPA with regards to seeking,  negotiating,  renewing, and executive managed care
contracts.  In the  first  quarter  of 2003 the spin off of the  subsidiary  was
completed and this current  financial  statements  reflect only the  operations,
assets, liabilities and equity of the Company.

                                      -9-
<PAGE>


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.       ACCOUNTING METHOD:

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a December 31, year-end.

B.       BASIS OF CONSOLIDATION:

The consolidated  financial  statements  include the accounts of the Company and
its subsidiary.  Inter-company accounts and transactions have been eliminated in
the consolidated financial statements.

C.       CASH AND CASH EQUIVALENTS:

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

D.       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.

E.       REVENUE RECOGNITION AND DEFERRED REVENUE:

Revenues from  professional  services,  primarily  from  management  fees,  were
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
capitation revenues received by the IPA, which is a related party.

F.       ACCOUNTS RECEIVABLE:

The Company does not have any accounts receivable as of March 31, 2003. Thus, no
allowance   for  doubtful   accounts  was   required.   When   accounts   became
uncollectible, they were charged to operations when that determination was made.

G.       PREPAID PRIVATE PLACEMENT COSTS:

Specific incremental costs directly  attributable to proposed or actual offering
of securities  were deferred and to be charged against the gross proceeds of the
offering.  However,  as of  December  31,  2002 the amount  that was  previously
accrued was expensed to the appropriate accounts.

G.       ADVERTISING EXPENSES:

All advertising expenses are expensed as incurred.

                                      -10-
<PAGE>


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

H.       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 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.

K.  INCOME TAXES

The Company  accounts  for income  taxes using the asset and  liability  method.
Under the asset and liability  method,  deferred income taxes are recognized for
the tax consequences of "temporary  differences" by applying  enacted  statutory
tax rates  applicable  to future  years to  differences  between  the  financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

NOTE 3.  GOING CONCERN

The Company spun off its  subsidiary  in the first  quarter of 2003. As of March
31, 2003 the Company no longer has  operations.  The Company  also had  negative
working  capital  and  stockholders  deficit at March 31,  2003.  Management  is
currently  planning a reverse  merger  with  another  company.  These  financial
statements have been prepared as if the Company will consummate the merger it is
currently  negotiating and that operations will commence. Or in the alternative,
or in addition to, that adequate equity financing will be obtained.

                                      -11-
<PAGE>


NOTE 4. PROPERTY & EQUIPMENT

Property  is  stated  at cost.  Additions,  renovations,  and  improvements  are
capitalized.  Maintenance  and repairs,  which do not extend  asset  lives,  are
expensed as incurred. Depreciation is provided on a straight-line basis over the
estimated useful lives ranging from 27.5 years for commercial rental properties,
5 years for tenant improvements, and 5 - 7 years on furniture and equipment.

                                                   March 31,          March 31,
                                                     2003               2002
                                                 -------------      ------------
           Computers and software                                      171,013
           Furniture,   fixtures                                        83,786
           and office equipment
           Leasehold improvements                                       77,157
                                                 --------------     ------------
                                                          -0-         $331,956
           Accumulated depreciation                                   (127,106)
                                                 --------------     ------------
           NET PROPERTY AND EQUIPMENT            $        -0-         $204,850
                                                 ==============     ============


Depreciation  expense for the three  months  ended March 31, 2003 and 2002 was $
-0- and $13,750, respectively.

The  Company  periodically  evaluated  the net  realizable  value of  long-lived
assets,  including  property  and  equipment,  relying  on a number  of  factors
including  operating  results,  business  plans,  and economic  projections  and
anticipated  future cash flows.  As of March 31, 2003 all fixed assets  remained
with subsidiary and the Company has no other fixed assets.

NOTE 5. NOTE PAYABLE

The notes  payable is all current and  comprised of the  following  amount as of
March 31, 2002:

Cedars Sinai Medical Center, due July 18, 2002
With interest at 6.0% Per annum                                  $ 1,750,000
                                                                 ===========

This note was secured,  in the event of breach by the Company,  allowing  Cedars
Sinai Medical Center the sole recourse of repossessing that portion,  if any, of
its shareholdings (28% of the outstanding shares) of the Company pursuant to the
following provisions:

a.       For the first  seven  hundred  and 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 the issued and outstanding shares, or
         the portion thereof;

b.       For the next one million  dollars  ($1,000,000)  repaid by the Company,
         recourse  shareholdings  shall be reduced to 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 March 31,  2003,  no payments  were made by the Company or any  collection
actions  commenced by Cedars Sinai  Medical  Center.  All rights and remedies of
Cedars Sinai Medical Center in connection with the existing defaults were hereby
reserved,  the lender agreed to forbear from  exercising its rights and remedies
until July 23,

                                      -12-
<PAGE>


NOTE 5. NOTE PAYABLE (CONTINUED)

2003.  Cedars Sinai Medical Center had not demanded a conversion of its note and
management  believes  that it will  probably not do so. This note also  remained
with the subsidiary and the Company should not be liable for its repayment.

NOTE 6.  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 pretax annual  compensation  within specified  limits. A
discretionary matching contribution will be provided by the employer that may or
may not be limited to net profit.

There are no employer contributions to the plan for the three months ended March
31, 2003 and 2002.

NOTE 7.  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 shares of the Company's  Common Stock. As
of March 31, 2003 the plan had not been implemented.

NOTE 8. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryfowards.  Deferred tax expense  (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

At December 31, 2002 the Company has significant  operating losses  carryfoward.
The tax benefits resulting from these losses have been estimated to be $672,600.

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary  differences and carryforward
are expected to be available to reduce taxable  income.  In accordance with SFAS
109  paragraph 24 the Company has deemed that a valuation  allowance is required
for the total benefit. Thus, no income tax benefit was included in the financial
statements  for the year.  The increase in  operating  loss  carry-forward  will
expire twenty years from the date the loss was incurred.

NOTE 9.  SUBSEQUENT EVENTS

The Company  entered into an agreement  to spin off the  subsidiary,  Latinocare
Management Corporation (a California  corporation) (LMCC) to the stockholders on
a pro-rata basis. LMCC will keep all assets, most of the liabilities, and all of
the operations as they exist at the time the agreement was finalized.  This will
leave the Company,  Latinocare  Management  Corporation  (a Nevada  corporation)
without any  significant  assets,  liabilities  or operations.  Basically,  this
transaction will leave both companies as they were before they merged.

The  shareholders  of the  Company  are  also  in the  process  of  transferring
ownership and control of this public shell.

                                      -13-
<PAGE>


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)      inability of the Company to acquire an operating company;

         (b)      volatility or decline of the Company's stock price;

         (c)      potential  fluctuation in quarterly results, if the Company is
                  able to acquire an operating company;

         (d)      failure of an operating  company  acquired by the Company,  if
                  any, to earn revenues or profits, or to operate as a viable or
                  successful business;

         (e)      inadequate  capital and  barriers  to raising  the  additional
                  capital or to obtaining the financing  needed to implement its
                  business plans;

         (f)      inadequate capital to continue business;

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

         (h)      rapid and significant changes in markets;

         (i)      litigation  with or legal  claims and  allegations  by outside
                  parties;

         (j)      insufficient revenues 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.

                                      -14-
<PAGE>

GENERAL

         The Company is a holding company with no assets other than the stock of
LMC. LMC closed its business and entirely ceased operations on November 1, 2002.
Consequently,  the  Company  has  no  business  operations  by  itself  or  as a
consolidated  entity with LMC. LMC is expected to declare bankruptcy or dissolve
in 2003. All information in the following  paragraphs relates to the period from
January 1, 2002 to November  1, 2002  because  operations  ceased on November 1,
2002.

RESULTS OF OPERATIONS FOR FISCAL QUARTER ENDED MARCH 31, 2003 COMPARED TO FISCAL
QUARTER ENDED MARCH 31, 2002

         Total  revenue  for the  three  month  period  ending  March  31,  2003
decreased to $0 from $372,377 in the prior comparable fiscal quarter.

         General and  administrative  expenses  decreased by $722,408 during the
three  months  ended  March  31,  2003 to  $31,833  from  $754,241  in the prior
comparable fiscal quarter.  Expense related to depreciation was $0 for the three
months  ended March 31,  2003 as  compared  to $13,750 for the prior  comparable
fiscal  quarter.  Interest  expense was $0 for the three  months ended March 31,
2003 as compared to $26,270 for the comparable quarter in 2002.

         For the three months ended March 31, 2003,  the Company's  consolidated
net loss was $31,833 as compared to a consolidated  net loss of $422,684 for the
three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had  consolidated net cash of $100,150 at March 31, 2003 as
compared to net cash of $8,873 at March 31, 2002.  The Company had a net working
capital  deficit  (i.e.  the  difference  between  current  assets  and  current
liabilities) of $0 at March 31, 2003 as compared to a working capital deficit of
$2,883,416  at March 31, 2002.  Cash flow provided by operating  activities  was
$(31,833) during the three months ended March 31, 2003 as compared to $(369,374)
during the three  months  ended  March 31,  2002.  Cash  provided  by  investing
activities was $0 during the three months ended March 31, 2003 as compared to $0
during the three  months  ended  March 31,  2002.  Cash  provided  by  financing
activities  decreased from $375,643 during the three months ended March 31, 2002
to $131,983 during the three months ended March 31, 2003.  There is no assurance
that the Company will have sufficient capital to acquire a new business or, if a
new business is acquired,  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.

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 or about  February 7, 2003,  the holders of a majority of the issued
and outstanding  voting stock of the Company  submitted  their  consents,  to be
effective as of March 17, 2003,  authorizing  the conveyance to Jose J. Gonzalez
of all of the  outstanding  shares  of  common  stock of  Latinocare  Management
Corporation,  a California corporation (the "Subsidiary"),  owned by the Company
(the  "Conveyance")  in  consideration  for one  dollar  and Jose J.  Gonzalez's
assumption of the management  responsibilities  for the possible  bankruptcy and
dissolution  of the  Subsidiary.  The  Company  does not own any  shares  in the
Subsidiary as of the completion of the Conveyance.

                                      -15-
<PAGE>

         On or about  February 11, 2003, the holders of a majority of the issued
and outstanding  voting stock of the Company  submitted  their  consents,  to be
effective on or before March 31, 2003, authorizing the officers and directors of
the Company to amend the  Company's  Articles of  Incorporation  to increase the
number of authorized of shares of the Company's common stock to 200,000,000, par
value $0.001 per share.

         On or about March 26, 2003, the holders of a majority of the issued and
outstanding  voting  stock  of  the  Company  submitted  their  consents,  to be
effective on or before May 2, 2003,  authorizing  the officers and  directors of
the  Company to amend the  Company's  Articles  of  Incorporation  to change the
Company's name from Latinocare  Management  Corporation to a name to be selected
by the board of directors by duly  authorized  resolution,  subject to the board
approval,  signing, and closing of a reorganization  agreement with an operating
company within the next ninety (90) days.

ITEM 5. OTHER INFORMATION
         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

             EXHIBIT NO.                    DESCRIPTION
             -----------                    -----------
                99.1                   Section 906 Certification


         (b) The following is a list of Current Reports on Form 8-K filed by the
Company during the fiscal quarter for the period ended March 31, 2003.

Report on Form 8-K dated February 20, 2003, relating to changes in the Company's
certifying accountant.










                                      -16-
<PAGE>


                                   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: April 1, 2003                    LATINOCARE MANAGEMENT CORPORATION

                                        BY:  \s\ Jose J. Gonzalez
                                        -----------------------------------
                                        JOSE J. GONZALEZ, CHAIRMAN OF THE BOARD,
                                          CHIEF EXECUTIVE OFFICER, AND PRESIDENT


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

BY:  \s\ Jose J. Gonzalez                             Dated: April 1, 2003
      --------------------------------------
    JOSE J. GONZALEZ, CHAIRMAN OF THE BOARD,
      CHIEF EXECUTIVE OFFICER, AND PRESIDENT














                                      -17-
<PAGE>


                                 CERTIFICATIONS

I, Jose J. Gonzalez, certify that:

1. I have reviewed this quarterly report on Form 10QSB of Latinocare  Management
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  April 1, 2003

                        /s/ Jose J. Gonzalez
                        -------------------------------------------------------
                        JOSE J. GONZALEZ, CHIEF EXECUTIVE OFFICER, PRESIDENT,
                        AND CHIEF FINANCIAL OFFICER
                       (PRINCIPAL EXECUTIVE OFFICER/PRINCIPAL FINANCIAL OFFICER)

                                      -18-