SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 27, 2001
JNS Marketing, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 0-13215 84-0940146
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7609 Ralston Road, Arvada, CO 80002
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(Registrant's Address)
Registrant's telephone number, including area code: (303) 422-8127
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Item 1. Changes in Control of Registrant
On July 25, 2001, Latino Management Corp. (Latino) entered into a contract with
the control shareholder, Walter Galdenzi, to purchase 3,270,000 shares of stock
of the Company, on or before August 31, 2001. Upon purchase, Latino intends to
make Latino Health Care Managment, Inc. a wholly owned subsidiary in a share
exchange.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrant's Certifying Accountant
None.
Item 5. Other Events
BACKGROUND & BUSINESS PLAN OF LATINOCARE MANAGEMENT, CORP.
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In the early 1990s, the Latino population constituted about eight percent of
the total United States population. Today, that percent continues to rise; the
Latino population is the fastest growing minority group in the country.
California in particular has experienced exponential growth in this segment,
surpassing even the national growth rate of 50%. Despite these astounding
statistics, the Company believes the health needs of the Latino population are
not being met. Although the Latino community represents a significant portion
of the patient base, medical providers are generally not sensitive to the
cultural, linguistic, or ethnic diversities of this population.
Latino Health Care was established to fill this need on the local, state, and
national level. The network of physicians that Latinocare Management Corp.
established and manages provides the community with affordable, qualified
healthcare professionals, accessible services, and a full range of managed care
health plans and programs. Additionally, LHC provides the infrastructure to
support the physician network and effectively maximize any available reimburse-
ment dollars.
The emerging managed care market is ready for this service, and Latino Health
Care is well positioned to provide it. The executive team is made up of
nationally renowned experts in their respective specialties. They have the
vision and expertise to lead the corporation into a successful national
campaign. To date, they have secured first level financing from Cedars-Sinai
Medical Center of over $1.75 million in equity ($1,000,000) and loans, allowing
Latino Health Care to construct the integral foundation. They have designed
the preliminary infrastructure necessary to support a physician network,
established protocols and procedures for operations, and have established a
physician network of over 2,500 providers with a full range of specialties,
healthcare provider contracts with health plans. Nationally, the LHC network
has begun to lay the foundation for penetration into Florida, Texas, Arizona,
Colorado, and New Mexico.
Although financing to expand the provider network has been available on a local
level, LHC is primarily interested in locating a capital partner for national
growth. Both debt and equity partners are being considered at this time.
Additional financing may allow LHC to continue to move ahead to the next level
of activity:
o the interstate acquisition and development of IPAs and MSOs;
o the review of potential merger opportunities; and
o the introduction of new product lines. More importantly, however, it
will move Latino Health Care one step closer to a physician
organization recognized nationally by both health organizations and
the general public.
HISTORY OF LATINO HEALTH CARE
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Latino Health Care was founded in 1994 by Roberto Chiprut, M.D., and Mr. Jose
J. Gonzalez for the purpose of meeting the comprehensive healthcare needs of
the Latino Population. The commitment of the group is to provide quality,
affordable, and accessible care to the Latino communities, regardless of payor.
LatinoCare Network Medical Group 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 corporation is owned and managed by Dr.
Chiprut, who is also the president and chief executive officer (CEO).
LatinoCare Management Corporation was incorporated February 24, 1995, as a
California for-profit Stock Corporation. Its sole purpose, when originally
organized, was to manage all operations of LatinoCare Network Medical Group.
Jose J. Gonzalez, CEO, retains 41% of the stock ownership, while Dr. Chiprut
holds 39% and Cedars Sinai Medical Center is a 28% owner.
TOP MANAGEMENT
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Mr. Jose J. Gonzalez
President and CEO, LatinoCare Management Corporation.
As CEO of the MSO, Mr. Gonzalez is responsible for the strategic planning of
the organization. Although he acts as an advisor and supervisor to his manage-
ment team, his primary concerns are marketing. network development, partnering,
and directing the corporation according to the overall corporate strategy and
mission.
Mr. Gonzalez was born in Mexico where he lived until moving to the United
States in 1954; he completed his entire education in the U.S. He earned a
Bachelor of Arts degree in languages from California State University, Long
Beach, and a master's degree in management from Pepperdine University.
For the past 26 years, Mr. Gonzalez has worked in the health industry. Prior to
the Latino Health Care venture, Mr. Gonzalez owned and operated his own
consulting firm, JJ&M Management Assistance & Services, which specialized in
the healthcare industry and Latino-owned businesses. Mr. Gonzalez provided
clients with support in business development and marketing, strategic planning,
financial analysis, management information, and human resources development.
Mr. Gonzalez has experience with the development and management of ambulatory
health centers and hospital-based group practices. He has also provided
consulting services to PacifiCare, MaxiCare, Equicor, and Viva Health Plans.
Community services is a priority for Mr. Gonzalez, and he is an active
volunteer on the local, state, and national levels. He has served as chair-
person of the State Council on Developmental Disabilities and on the National
Association of Developmental Disability Council. Currently, Mr. Gonzalez serves
as Chair, Department of Developmental Disabilities Advisory Committee on
Quality Assurance, Leadership Council of Fiesta Educativa; Chair, Advisory
Council, Viva Los Ninos March of Dimes; Treasurer, Latino Business Association
Board; and Treasurer, Medical Group Administrators Board. Mr. Gonzalez was
recently appointed by the Governor of California , to the Advisory Committee of
the Department of Managed Care.
Roberto Chiprut, M.D. President and CEO, LatinoCare Network Group
Chief Medical Executive (CME), LatinoCare Management Corporation
As CME of Latino Health Care, Dr. Chiprut is responsible for the clinical
management of both the IPA and the MSO. He is the direct link between the
health plan contracts, physicians, patients, and the MSO. Although his role in
the daily operations of LHC is limited, he has a critical role in leadership of
the LHC physician network.
Born in Mexico City, Mexico, Dr. Chiprut is a citizen of the United States. He
completed his undergraduate education in Mexico at the Colegio Sefaradi,
Incorporate to the National University of Mexico, graduating magna cum laude.
Upon graduation, Dr. Chiprut entered the Medical School of National University
of Mexico (UNAM), again graduating magna corn laude. He completed a
postgraduate internship, residency, and fellowship in gastroenterology and
endoscopic training at Scott and White Memorial Hospital, affiliated with the
University of Baylor Medical School in Temple, Texas, as well as a fellowship
in hepatology at the Division of Hepatology, University of Miami School of
Medicine. In addition to his many certificates and licensures, Dr. Chiprut is
board certified in Florida, Texas, and California, and has passed the American
Board of Internal Medicine and Gastroenterology.
In addition to his many hospital affiliations, Dr. Chiprut has chaired and
acted as Chief of Staff at hospitals. He is also an Associate Clinical
Professor at UCLA. In 1996, Dr. Chiprut received an executive MBA from the
Anderson School of Business, UCLA.
Patient Enrollment
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As of September 30, 2000, the combined contract enrollment totaled 28,216.
Although Latino Health Care is just beginning to be a force in the market, it
has great potential to gain a considerable market share in the near future. The
following is an enrollment summary:
12/99(1) 3/00(1) 6/00(1) 9/00 10/00
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Commercial 12,303 12,514 18,117 19,559 21,334
Senior 364 287 1536 1495 1518
MediCal 13,477 13,666 8100 7162 7446
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Total 26,144 26,467 27,753 28,216 30,298
Latino Health Care has achieved this growth entirely from network development,
not through acquisition. Further growth will be through a combination of
development, merger, and acquisition of competing physician organizations. This
strategy will be discussed later in this report.
Provider Networks
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Latino Health Care's physician network has also experienced considerable
growth. Growing from less than 600 providers at the end of 1996, Latino Health
Care now has over 2,500 network providers. With this expansive coverage, LHC
can offer its members greater choice over a greater service area.
As required by the health plan contracts, Latino Health Care has ancillary
networks of culturally sensitive providers in the following specialties:
Physical Therapy Home Health
Occupational Therapy Durable Medical Equipment
Speech Therapy Infusion
Laboratory Behavioral Health
Imaging Services Chemotherapy
Item 6. Resignation and Appointment of Directors
Wesley F. Whiting resigned as Director effective July 26, 2001.
Item 7. Financial Statements, Pro Forma Financials, & Exhibits
Financial Statements:
None.
Exhibits:
Share Purchase Agreeement
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 27, 2001 JNS Marketing, Inc.
/s/ Walter Galdenzi
By: ---------------------------------
Walter Galdenzi, President