SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.__) Check the appropriate box: X Preliminary Information Statement _ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) _ Definitive Information Statement LATINOCARE MANAGEMENT CORPORATION (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): X No fee required. __ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: __ Fee paid previously with preliminary materials. __ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: LATINOCARE MANAGEMENT CORPORATION 959 Walnut Avenue, Suite 250 Pasadena, California 91107 NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS JANUARY 24, 2003 To The Shareholders of Latinocare Management Corporation Jose J. Gonzalez and Luval Chiprut (collectively, the "Majority Shareholders") are the holders of a total of 13,471,645 shares or approximately 92.1% of the total issued and outstanding stock of Latinocare Management Corporation, a Nevada corporation (the "Company"). The Majority Shareholders intend to adopt the following resolutions by written consent in lieu of a meeting pursuant to the General Corporation Law of the State of Nevada. 1. Authorize the distribution on a pro rata basis to the shareholders of the Company, as a stock dividend, all of the outstanding shares of common stock of Latinocare Management Corporation, a California corporation (the "Subsidiary"), that are currently owned by the Company (the "Spin-Off"), so that upon completion of the Spin-Off, the Company will not own any shares in the Subsidiary. Jose J. Gonzalez, Secretary ----------- WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. ----------- LATINOCARE MANAGEMENT CORPORATION 959 WALNUT AVENUE, SUITE 250 PASADENA, CALIFORNIA 91107 JANUARY 24, 2003 SHAREHOLDERS ACTION The Majority Shareholders will submit their consents to the shareholder resolutions described in this Information Statement on or about January 21, 2002, to be effective as of March 17, 2003. As of January 24, 2003, the Majority Shareholders held of record 13,471,645 shares of the Company's common stock, no par value per share, or approximately 92.1% of the total issued and outstanding common stock of the Company. The remaining outstanding shares of common stock are held by several hundred other shareholders. The Majority Shareholders consist of Jose J. Gonzalez, the Chairman, President, Chief Executive Officer, Chief Financial Officer, and Secretary of the Company, and Luval Chiprut. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS." Holders of the common stock of record as of January 24, 2003 are entitled to submit their consent to the shareholder resolutions described in this Information Statement, although no shareholder consents other than that of the Majority Shareholders are required to be submitted in order for the resolution to be adopted. The Company is not soliciting consents or proxies and shareholders have no obligation to submit either of them. Whether or not shareholders submit consents should not affect their rights as shareholders or the prospects of the proposed shareholder resolutions being adopted. The Majority Shareholders will consent to all of the shareholder resolutions described in this Information Statement. Other shareholders who desire to submit their consents must do so by March 17, 2003, and once submitted will not be revocable. The affirmative vote of the holders of a majority of the outstanding common stock of the Company is required to adopt the resolutions described in this Information Statement. California law does not require that the proposed transaction be approved by a majority of the disinterested shareholders. A total of 14,627,100 shares of common stock will be entitled to vote on the Company's proposed transactions described in this Information Statement. THE COMPANY AND THE TRANSACTION The Company has its executive offices at 959 Walnut Avenue, Suite 250, Pasadena, California 91107, and its telephone number is (626) 583-1115. As described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the Company proposes to issue one share of the common stock of Latinocare Management Corporation, a California corporation and wholly owned subsidiary of the Company (the "Subsidiary"), for each share of the Company's common stock currently issued and outstanding as a stock dividend to the Company's shareholders of record as of 5:00 p.m. Pacific Standard Time on March 17, 2003 (collectively, the "Spin Off"). The Board of Directors of the Company voted unanimously to implement the Spin Off. The Board of Directors believes that the implementation of the Spin Off is critical to enabling the Company to facilitate a future business combination with an operating company. In the event the Company is unable to facilitate a business combination with an operating company, the Company's controlling shareholders may sell their stock to an individual or entity that would similarly seek to enter into a business combination with an operating company on behalf of the Company. -1- The Subsidiary is currently insolvent. Due to a dispute, which the Subsidiary was unable to resolve, the Subsidiary was forced to lay off its employees and lost its management service contracts. The Subsidiary may be forced to file for bankruptcy or reorganize. Accordingly, the Board of Directors believes that the Spin Off will allow the Company to seek an acquisition or other business combination with an operating company. Alternatively, the Company's controlling shareholders may sell their stock to an unaffiliated individual or entity in order to facilitate a similar acquisition or business combination with an operating company. On January 15, 2003, the Company was notified by Cedars-Sinai Medical Center it will foreclose on its security interest in certain assets and stock of the Subsidiary under its Loan and Security Agreement with the Subsidiary, dated November 30, 1995, and its Stock Pledge Agreement with the Subsidiary, dated July 23, 2001 (collectively, the "Cedars Loan Agreements"). The Subsidiary is currently in default under Cedars Loan Agreements, which includes a note for $1,750,000 payable by the Subsidiary to the Cedars Sinai Medical Center. The foreclosure notice stated that the collateral would be offered for sale at a public auction on February 10, 2003. The collateral includes 28% of the total issued and outstanding common stock of the Subsidiary. Accordingly, the Spin-Off may result in the Company's shareholders owning 72% of the total issued and outstanding common stock of the Subsidiary rather than 100% of its outstanding stock. After the foreclosure, Cedars Sinai Medical Center or a third party purchaser at the public auction, if any, would own 28% of the outstanding common stock of the Subsidiary. After the Spin-Off, the Company will own no shares of the Subsidiary and will have no significant assets. The Company estimates that it will have approximately $60,000 of liabilities after the Spin-Off, comprised of accounts payable. The Company believes that the shares of the Subsidiary currently have no value and therefore should not result in taxable gain to the Company's shareholders when they are distributed. Nevertheless, Shareholders are advised to consult with their tax advisors regarding the potential tax aspects of the Spin-Off in relation to their individual circumstances. The Company is not expected to experience a material tax consequence as a result of the Spin-Off. Additional information regarding the Company, its business, its stock, and its financial condition are included in the Company's Form 10-KSB annual reports and its Form 10-QSB quarterly reports. Copies of the Company's Form 10-KSB for its fiscal year ending December 31, 2001 and its quarterly report on the Form 10-QSB for the quarter ending September 30, 2002 are available upon request to: Jose J. Gonzalez, Secretary, Latinocare Management Corporation, 959 Walnut Avenue, Suite 250, Pasadena, California 91107. SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS The following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company's common stock as of January 24, 2003 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of the Company's directors and executive officers, and (iii) all officers and directors of the Company as a group. Except as otherwise listed below, the address of each person is c/o Latinocare Management Corporation, 959 Walnut Avenue, Suite 250, Pasadena, California 91107. -2-