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<P align="center"><FONT size="2">As filed with the Securities and
Exchange Commission on January&nbsp;28, 2002</FONT>

<P align="right"><FONT size="2">Registration No.&nbsp;333- ___________</FONT>

<P align="center"><FONT size="2">SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</FONT>

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<P align="center"><FONT size="2">FORM S-8<BR>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</FONT>

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<P align="center"><FONT size="2">METROPOLITAN HEALTH NETWORKS, INC.<BR>
(Exact name of registrant as specified in its charter)</FONT>

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        <TD width="51%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="44%">&nbsp;</TD>
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        <TD align="center" valign="top"><FONT size="2">Florida<BR>
(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
65-0635748<BR>
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
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<P align="center"><FONT size="2">500 Australian Avenue South, Suite&nbsp;1000<BR>
West Palm Beach, FL 33401<BR>
(Address of Principal Executive Offices)</FONT>

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<P align="center"><FONT size="2">SERVICES AGREEMENT WITH<BR>
JAN DOUGLAS ATLAS<BR>
(full title of plan)</FONT>

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<P align="center"><FONT size="2">Fred Sternberg, Chairman, President and CEO<BR>
500 Australian Avenue South, Suite&nbsp;1000<BR>
West Palm Beach, FL 33401<BR>
(561)&nbsp;805-8500<BR>
(Name, address and telephone number, including area code, of agent
for service)</font>

<P align="center"><FONT size="2">Copy to:<BR>
Steven I. Weinberger, Esq.<BR>
Atlas Pearlman, P.A.<br>
350 East Las Olas Boulevard, Suite&nbsp;1700<BR>
Fort Lauderdale, FL 33301</FONT>

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        <TD width="3%">&nbsp;</TD>
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        <TD width="3%">&nbsp;</TD>
        <TD width="16%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="16%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="16%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="bottom"><FONT size="2">Title of Securities to<BR>
be Registered</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="bottom"><FONT size="2">
Amount to be<BR>
Registered
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="bottom"><FONT size="2">Proposed Maximum<BR>
Offering Price Per<BR>
Share(1)
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="bottom"><FONT size="2">Proposed Maximum<BR>
Proposed Maximum<BR>
Aggregate Offering Price
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="bottom"><FONT size="2">Amount of<BR>
Registration Fee</FONT></TD>
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<TR>
        <TD align="center" valign="top"><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
<HR size="1" noshade>
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2"><HR size="1" noshade>
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2"><HR size="1" noshade>
</FONT></TD>
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        <TD align="center" valign="top"><FONT size="2">Common Stock, $.001<BR>
par value</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
113,073
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">$1.20
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">$135,687.60
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">$12.48</FONT></TD>
</TR>
</TABLE>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Calculated in accordance with Rule&nbsp;457(c) based upon the average of the
closing bid and asked prices on January&nbsp;25, 2002.</FONT></TD>
</TR>
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<P align="left"><FONT size="2">PROSPECTUS</FONT>

<P align="center"><FONT size="2">METROPOLITAN HEALTH NETWORKS, INC.</FONT>

<P align="center"><FONT size="2">113,073 SHARES OF COMMON STOCK</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Prospectus forms a part of a registration statement which
registers an aggregate of 113,073 shares of common stock that are collectively
referred to as the &#147;Shares&#148; of Metropolitan Health Networks, Inc.
(&#147;Metropolitan,&#148; the &#147;Company,&#148; &#147;we,&#148; &#147;us,&#148; or &#147;our&#148;). The Shares have been
issued to Jan Douglas Atlas pursuant to a services agreement dated December&nbsp;31,
2001. Mr.&nbsp;Atlas is sometimes referred to as the &#147;selling security holder.&#148;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling security holder may sell all or a portion of the Shares
from time to time in the over-the-counter market, in negotiated transactions,
directly or through brokers or otherwise, and at market prices prevailing at the
time of such sales or at negotiated prices. We will not receive any proceeds
from sales by the selling security holder.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SEE &#147;RISKS OF INVESTING IN METROPOLITAN SHARES&#148; COMMENCING ON PAGE 3 OF
THIS PROSPECTUS.
</FONT>
<P align="center"><FONT size="2">The date of this prospectus is
January&nbsp;28, 2002</FONT>

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<P align="center"><FONT size="2">AVAILABLE INFORMATION</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission a registration statement on Form&nbsp;S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission&#146;s office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission&#146;s website at http://www.sec.gov.
</FONT>
<P align="center"><FONT size="2">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Annual Report on Form&nbsp;10-KSB for the year ended December&nbsp;31,
2000, as filed on April&nbsp;2, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Amendment to Annual Report on Form&nbsp;10-KSB/A for the year ended
December&nbsp;31, 2000, as filed on September&nbsp;18, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-QSB for quarter ended March&nbsp;31,
2001, as filed on May&nbsp;15, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Amendment to Quarterly Report on Form&nbsp;10-QSB/A for quarter
ended March&nbsp;31, 2001, as filed on September&nbsp;18, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-QSB for quarter ended June&nbsp;30,
2001 as filed on August&nbsp;13, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Amendment to Quarterly Report on Form&nbsp;10-QSB/A for quarter
ended June&nbsp;30, 2001, as filed on September&nbsp;18, 2001; and</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">2</FONT>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-QSB for quarter ended September
30, 2001, as filed on November&nbsp;14, 2001.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and documents filed by us pursuant to Section&nbsp;13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Metropolitan Health Networks,
Inc., 500 Australian Avenue South, Suite&nbsp;1000, West Palm Beach, FL 33401.
</FONT>
<P align="center"><FONT size="2">THE COMPANY</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Metropolitan Health Networks, Inc. was incorporated in the State of
Florida in January 1996 to develop a vertically and horizontally integrated
health care delivery network (the &#147;Network&#148;). The Network initially was intended
to provide primary and subspecialty physician care and diagnostic and
therapeutic services. We pursued this business plan into 1999 through the
acquisition, expansion and integration of physician care practices and
diagnostic and rehabilitation centers in Dade, Broward and Palm Beach County,
Florida.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Responding to changes in the health care industry, in mid-1999 we
modified our business strategy and presently operate as a Provider Service
Network (PSN)&nbsp;which, instead of owning and managing physician practices and
ancillary services, manages the total care of patients through &#147;Global Risk&#148;
managed care contracts. As a result, we divested or unwound several of our
acquisitions and deficit operations.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our executive offices are located at 500 Australian Avenue South, Suite
1000, West Palm Beach, Florida 33401, and our telephone number is (561)
805-8500.
</FONT>
<P align="center"><FONT size="2">RISKS OF INVESTING IN METROPOLITAN SHARES</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the other information in this prospectus, the following
factors should be considered in evaluating our company and our business.
</FONT>
<P><FONT size="2">FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD HARM OUR BUSINESS AND RESULTS OF
OPERATION
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have experienced rapid growth in our business. This growth may
impair our ability to provide our services efficiently and to manage our
employees adequately. Our strategy is to focus on growth within geographic
parameters, identifying regions throughout Florida. We are taking steps to
manage our growth and to date have not experienced any persistent difficulties
in managing our growth. Future results of operations could be materially
adversely affected if we are unable to manage our growth effectively.
</FONT>
<P align="center"><FONT size="2">3</FONT>
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<P><FONT size="2">WE HAVE ONLY RECENTLY ACHIEVED PROFITABILITY AND WE MAY NOT BE ABLE TO SUSTAIN
PROFITABILITY.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we have achieved increased levels of revenues for the year
ended December&nbsp;31, 2000, this was our first profitable year. Up to this date we
have operated with negative cash flows. For the year ended December&nbsp;31, 2000, we
incurred a profit of $4,928,569 of which $3,448,258 was a non-recurring gain.
Our operating expenses have increased and can be expected to increase in
connection with our operational growth and, accordingly, our future
profitability may depend on corresponding increases in revenues from operations.
Future events, including unanticipated expenses, increased competition or
changes in government regulation, could have an adverse affect on our operating
margins and results of operations. As a result, we may experience liquidity and
cash flow problems in the future, and may require additional financing. There
can be no assurance that our rate of revenue growth will continue in the future,
that our future operations will be profitable, or that we will be able to obtain
additional financing, if an when necessary, on terms acceptable to us.
</FONT>
<P><FONT size="2">OUR QUARTERLY RESULTS WILL LIKELY FLUCTUATE, WHICH COULD CAUSE THE VALUE OF OUR
COMMON STOCK TO DECLINE.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to quarterly variations in our medical expenses due to
fluctuations in patient utilization. We have significant fixed operating costs
and, as a result, are highly dependent on patient utilization to sustain
profitability. Our results of operations for any quarter are not necessarily
indicative of results of operations for any future period or full year. We
experience increased patient population and greater use of medical services in
the winter months. As a result, our results of operations may fluctuate
significantly from period to period. In addition, there recently has been
significant volatility in the market price of securities of health care
companies that in many cases we believe has been unrelated to the operating
performance of these companies. We believe that certain factors, such as
legislative and regulatory developments, quarterly fluctuations in our actual or
anticipated results of operations, lower revenues or earnings than those
anticipated by securities analysts, and general economic and financial market
conditions, could cause the price of our common stock to fluctuate
substantially.
</FONT>
<P><FONT size="2">THE LOSS OF CERTAIN AGREEMENTS AND THE CAPITATED NATURE OF OUR REVENUES COULD
MATERIALLY EFFECT OUR OPERATIONS.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The majority of our revenues come from agreements with managed care
organizations that provide for the receipt of capitated fees. The principal
organization that we contract with is Humana. Capitated fees are negotiated fees
that stipulate a specific dollar amount or a percentage of total premium
collected by an insurer or payor source to cover the partial or complete
healthcare services deliveries to a person. We generally enter into agreements
which are for one-year terms and subject to annual negotiation of rates, covered
benefits and other terms and conditions. These agreements may be terminated on
short notice or not renewed on terms favorable to us and our affiliated
providers. We may not be successful in obtaining additional HMO agreements or in
increasing the number of HMO enrollees. A decline in enrollees in HMOs could
also have a material adverse effect on our profitability.
</FONT>
<P align="center"><FONT size="2">4</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the HMO agreements we, through our affiliated providers,
generally are responsible for the provision of all covered hospital benefits, as
well as outpatient benefits, regardless of whether the affiliated providers
directly provide the healthcare services associated with the covered benefits.
To the extent that enrollees require more care than is anticipated, aggregate
capitation rates may be insufficient to cover the costs associated with the
treatment of enrollees. If revenue is insufficient to cover costs, our operating
results could be adversely affected. As a result, our success will depend in
large part on the effective management of health care costs. Pricing pressures
may have a material adverse effect on our operating results. Changes in health
care practices, inflation, new technologies, and numerous other factors
affecting the delivery and cost of health care are beyond our control and may
adversely affect our operating results.
</FONT>
<P><FONT size="2">THE DEVELOPMENT OF MANAGEMENT INFORMATION SYSTEMS MAY INVOLVE SIGNIFICANT TIME
AND EXPENSE.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our management information systems are important components of the
business and are becoming a more significant factor in our ability to remain
competitive. We already possess a physician billing and collection system. We
are participating in the development of an integrated management information
system. To date, we have not experienced any systematic glitch or significant
setback related to the functioning of our present management information system
or to the development of our new system. The development and implementation of
such systems involve the risk of unanticipated delay and expense, which could
have an adverse impact on our operations.
</FONT>
<P><FONT size="2">EXPOSURE TO PROFESSIONAL LIABILITY AND THE HIGH COST OF LIABILITY INSURANCE
COULD ADVERSELY EFFECT OUR FINANCIAL OPERATION.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In recent years, physicians, hospitals and other providers in the
health care industry have become subject to an increasing number of lawsuits
alleging medical malpractice and related legal theories. Many of these lawsuits
involve large claims and substantial defense costs. We maintain professional
liability insurance coverage, on a claims basis, in an amount of $1.0&nbsp;million
per claim and $3.0&nbsp;million in the aggregate for each physician and errors and
omissions coverage of $1.0&nbsp;million per claim and $3.0&nbsp;million in the aggregate.
Those amounts exceed the requirements as mandated by the state of Florida but
which may not be adequate to protect our assets.
</FONT>
<P><FONT size="2">THE LOSS OF A SIGNIFICANT CONTRACT WITH HUMANA WOULD MATERIALLY EFFECT OUR
OPERATIONS.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have one year renewable agreements with Humana to provide healthcare
services to members in certain healthcare networks established or managed by
Humana. For the twelve months ended December&nbsp;31, 2000, approximately 96.4% of
our revenue was obtained from these agreements. These agreements may be
terminated in the event we participate in activities Humana reasonably believes
may adversely effect the health or welfare of any member or other material
breach. Failure to maintain these agreements, or successfully develop additional
sources of revenue could adversely effect our financial condition.
</FONT>
<P align="center"><FONT size="2">5</FONT>
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<P><FONT size="2">OUR INDUSTRY IS ALREADY VERY COMPETITIVE; INCREASED COMPETITION COULD ADVERSELY
AFFECT OUR REVENUES.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The health care industry is highly competitive and subject to continual
changes in the method in which services are provided and the manner in which
health care providers are selected and compensated. Companies in other health
care industry segments, some of which have financial and other resources greater
than we do, may become competitors in providing similar services. Our principal
competitors include Continucare, Florida Health Choice and Primary Care
Specialists. Our strength in comparison with our competitors is our knowledge,
understanding and experience in managed care risks, particularly with Medicare.
We may not be able to continue to compete effectively in this industry.
Additional competitors may enter our markets and this competition may have an
adverse effect on our revenues.
</FONT>
<P><FONT size="2">WE ARE DEPENDENT UPON OUR KEY MANAGEMENT PERSONNEL FOR OUR FUTURE SUCCESS.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success depends to a significant extent on the continued
contributions of our key management, including our president and chief
executive, Fred Sternberg and Debra Finnel, our chief operating officer. We have
no insurance policies for our executive officers. The loss of Mr.&nbsp;Sternberg or
Ms.&nbsp;Finnel or other key personnel could have a material adverse effect on our
financial condition, results of operations and plans for future development.
While we have employment contracts with Mr.&nbsp;Sternberg and Ms.&nbsp;Finnel, we compete
with other companies for executive talent and there can be no assurance that
highly qualified executives would be readily available.
</FONT>
<P><FONT size="2">THE HEALTH CARE INDUSTRY IS HIGHLY REGULATED AND OUR FAILURE TO COMPLY WITH LAWS
OR REGULATIONS, OR A DETERMINATION THAT IN THE PAST WE HAVE FAILED TO COMPLY
WITH LAWS OR REGULATIONS, COULD HAVE AN ADVERSE EFFECT ON OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The health care services that we and our affiliated professionals
provide are subject to extensive federal, state and local laws and regulations
governing various matters such as the licensing and certification of our
facilities and personnel, the conduct of our operations, our billing and coding
policies and practices, our policies and practices with regard to patient
privacy and confidentiality, and prohibitions on payments for the referral of
business and self-referrals. If we fail to comply with these laws, or a
determination is made that in the past we have failed to comply with these laws,
our financial condition and results of operations could be adversely affected.
Changes to health care laws or regulations may restrict our existing operations,
limit the expansion of our business or impose additional compliance
requirements. These changes, if effected, could have the effect of reducing our
opportunities or continued growth and imposing additional compliance costs on us
that may not be recoverable through price increases.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Federal anti-kickback laws and regulations prohibit certain offers,
payments or receipts of remuneration in return for referring Medicaid or other
government-sponsored health care program patients or patient care opportunities
or purchasing, leasing, ordering, arranging for or recommending any service or
item for which payment may be made by a government-sponsored health care
program. In addition, federal physician self-referral legislation, known as the
Stark law, prohibits Medicare or Medicaid payments for certain services
furnished by a physician who has a financial relationship with various
physician-owned or physician-interested entities. These laws are broadly worded
and, in the case of the anti-kickback law, have been broadly interpreted by
federal courts, and potentially subject many business arrangements to government
investigation and prosecution, which can be costly and time consuming.
Violations of these laws are punishable by monetary fines, civil and criminal
penalties, exclusion from participation in government-sponsored health care
programs and forfeiture of amounts collected
</FONT>
<P align="center"><FONT size="2">6</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">in violation of such laws, which could have an adverse effect on our business
and results of operations. Florida also has anti-kickback and self-referral
laws, imposing substantial penalties for violations.
</FONT>
<P><FONT size="2">LIMITATIONS OF OR REDUCTION IN REIMBURSEMENT AMOUNTS OR RATES BY
GOVERNMENT-SPONSORED HEALTHCARE PROGRAMS COULD ADVERSELY AFFECT OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximately 96% of our revenues were derived from reimbursements by
various government-sponsored health care programs. These government programs, as
well as private insurers, have taken and may continue to take steps to control
the cost, use and delivery of health care services. The following events could
result in an adverse effect on our financial condition and results of
operations:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">reductions in or limitations of reimbursement amounts or rates
under programs,</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">reductions in funding of programs,</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">elimination of coverage for certain individuals or treatments
under programs, which may be implemented as a result of
increasing budgetary and cost containment pressures on the
health care industry, or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">new federal or state legislation reducing funding and
reimbursements.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">WE HAVE ANTI-TAKEOVER PROVISIONS WHICH MAY MAKE IT DIFFICULT TO REPLACE OR
REMOVE OUR CURRENT MANAGEMENT.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation authorize the issuance of up to 10,000,000
shares of preferred stock with such rights and preferences as may be determined
from time to time by the Board of Directors. Our Board of Directors may, without
shareholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of our common stock. The ability of our board to
issue preferred stock may prevent or frustrate shareholder attempts to replace
or remove current management.
</FONT>
<P><FONT size="2">DUE TO THE SUBSTANTIAL NUMBER OF OUR SHARES THAT WILL BE ELIGIBLE FOR SALE IN
THE NEAR FUTURE, THE MARKET PRICE OF OUR COMMON STOCK COULD FALL AS A RESULT OF
SALES OF A LARGE NUMBER OF SHARES OF COMMON STOCK IN THE MARKET, OR THE PRICE
COULD REMAIN LOWER BECAUSE OF THE PERCEPTION THAT SUCH SALES MAY OCCUR.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These factors could also make it more difficult for us to raise funds
through future offerings of our common stock. As of December&nbsp;31, 2001, there
were 27,479,087 shares of our common stock outstanding. All of which will be
freely tradable without restriction with the following exceptions:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">approximately 5,500,000 shares, which are owned by certain of
our officers, directors, affiliates and third parties, may be
sold publicly at any time subject to the volume and other
restrictions under Rule&nbsp;144 of the Securities Act of 1933;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">7</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, as of December&nbsp;31, 2001, approximately 7,380,400 shares of
our common stock were reserved for issuance upon the exercise of warrants and
options which have been previously granted.
</FONT>
<P><FONT size="2">OUR COMMON STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE FUTURE, SIGNIFICANT PRICE AND VOLUME VOLATILITY, WHICH SUBSTANTIALLY
INCREASES THE RISK OF LOSS TO PERSONS OWNING OUR COMMON STOCK.
</FONT>
<P><FONT size="2">Because of the limited trading market for our common stock, and because of the
possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so. The inability to sell your shares in a rapidly
declining market may substantially increase your risk of loss because of such
illiquidity and because the price for our common stock may suffer greater
declines because of its price volatility.
</FONT>
<P align="center"><FONT size="2">FORWARD-LOOKING STATEMENTS</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain important factors may affect our actual results and could cause
those results to differ materially from any forward-looking statements made in
this prospectus or that are otherwise made by us or on our behalf.
&#147;Forward-looking statements&#148; are not based on historical facts and are typically
phrased using words such as &#147;may,&#148; &#147;will,&#148; &#147;expect,&#148; &#147;believe,&#148; &#147;anticipate,&#148;
&#147;intend,&#148; &#147;could,&#148; &#147;estimate&#148; or &#147;continue&#148; and similar expressions or
variations.
</FONT>
<P align="center"><FONT size="2">SERVICES AGREEMENT</FONT>

<P align="left"><FONT size="2">Services Agreement With Jan Douglas Atlas</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;31, 2001, we entered into a services agreement with Jan
Douglas Atlas. The agreement provides that as partial consideration for legal
services rendered and to be rendered to us by Mr.&nbsp;Atlas, we will issue 113,073
shares of our common stock to Mr.&nbsp;Atlas. The agreement further provides that we
promptly prepare and file a registration statement on Form&nbsp;S-8 covering the
113,073 shares.
</FONT>
<P align="left"><FONT size="2">Federal Income Tax Effects</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December&nbsp;31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws which may be applicable.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
&#147;transferable&#148; or is not subject to a &#147;substantial risk of forfeiture.&#148; A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section&nbsp;16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of
</FONT>
<P align="center"><FONT size="2">8</FONT>
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<P><FONT size="2">the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section&nbsp;16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.
</FONT>
<P align="left"><FONT size="2">Restrictions Under Securities Laws</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be &#147;affiliates&#148;
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule&nbsp;144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the &#147;short swing&#148; profit rule of
Section&nbsp;16(b) of the Securities Exchange Act of 1934.
</FONT>
<P align="center"><FONT size="2">SALES BY SELLING SECURITY HOLDER</FONT>

<P align="left"><FONT size="2">The following table sets forth</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the name of the selling security holder,</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the amount of shares of common stock owned beneficially,
directly or indirectly, by the selling security holder,</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the maximum amount of shares of common stock to be offered by
the selling security holder,</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the amount of common stock to be owned by the selling security
holder following sale of the shares of common stock, and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the percentage of shares of common stock to be owned by the
selling security holder following completion of such offering.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the table. Because the selling security holder
identified in the table may sell some or all of the Shares owned by him which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no
estimate can be given as to the number of Shares available for resale hereby
that will be held by the selling security holder upon termination of the
offering made hereby. We have therefore assumed, for the purposes of the
following table, that the selling security holder will sell all of the Shares
owned by him which are being offered hereby.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
        <TD width="44%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percentage</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares to be</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>to be Owned</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="left"><FONT size="1"><B>Name of Selling</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares to</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Owned After</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>After</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="left"><FONT size="1"><B>Security Holder</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares Owned</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>be Offered</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Jan Douglas Atlas</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">113,073</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">113,073</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">-0-</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">N/A</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">9</FONT>
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<P align="center"><FONT size="2">PLAN OF DISTRIBUTION</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares covered by this prospectus may be resold and distributed
from time to time by the selling security holder in one or more transactions,
including ordinary broker&#146;s transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule&nbsp;144 transactions or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holder in connection with sales of securities.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling security holder may sell Shares in one or more of the
following methods, which may include crosses or block transactions:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">through the &#147;pink sheets&#148;, on the over-the-counter Bulletin
Board, or on such exchanges or over-the-counter markets on
which our shares may be listed from time-to-time, in
transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and
in accordance with the rules of such exchanges, including
sales to underwriters who acquire the shares for their own
account and resell them in one or more transactions or through
brokers, acting as principal or agent;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such
transactions, including sales through brokers, acting as
principal or agent, sales in privately negotiated
transactions, or dispositions for value by any selling
security holder to its partners or members, subject to rules
relating to sales by affiliates;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">through the issuance of securities by issuers other than us,
convertible into, exchangeable for, or payable in our shares;
or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">through the writing of options on our shares, whether or not
such options are listed on an exchange, or other transactions
requiring delivery of our shares, or the delivery of our
shares to close out a short position.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">Any such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In making sales, brokers or dealers used by the selling security holder
may arrange for other brokers or dealers to participate. Any selling security
holder that is an affiliate of Metropolitan and others through whom such
securities are sold may be &#147;underwriters&#148; within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holder, or any other
broker-dealer, is acting as principal or agent for the selling security holder,
the compensation to be received by underwriters who may be selected by the
selling security holder, or any broker-dealer, acting as principal or agent for
the selling security holder and the compensation to be received by other
</FONT>
<P align="center"><FONT size="2">10</FONT>
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<P><FONT size="2">broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with distributions of the Shares or otherwise, the
selling security holder may enter into hedging transactions with broker-dealers.
In connection with the transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with the selling
security holder. The selling security holder may also sell shares short and
deliver the Shares to close out the positions. The selling security holders may
also enter into option or other transactions with broker-dealers which require
the delivery to the broker-dealer of the Shares, which the broker-dealer may
resell under this prospectus. The selling security holder may also pledge the
Shares to a broker or dealer and upon a default, the broker or dealer may effect
sales of the pledged Shares under this prospectus.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have advised the selling security holder that, at the time a resale
of the Shares is made by or on behalf of the selling security holder, a copy of
this prospectus is to be delivered.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have also advised the selling security holder that during the time
as he may be engaged in a distribution of the shares included herein he is
required to comply with Regulation&nbsp;M of the Exchange Act. With certain
exceptions, Regulation&nbsp;M precludes the selling security holder, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation&nbsp;M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales of securities by us and the selling security holder or even the
potential of these sales may have an adverse effect on the market price for
shares of our common stock.
</FONT>
<P align="center"><FONT size="2">DESCRIPTION OF SECURITIES</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of December&nbsp;31, 2001, we had authorized 80,000,000 shares of par
value $0.001 common stock, with 27,479,087 shares issued and outstanding.
Additionally, we have authorized 10,000,000 shares of preferred stock, with
5,000 shares issued and outstanding.
</FONT>
<P align="left"><FONT size="2">Common Stock</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of Common Stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of
directors can elect all of the directors. The holders of Common Stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out of funds legally available therefor. In the event of our liquidation,
dissolution or winding up, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having preference over the Common Stock. Holders of shares of Common Stock,
as such, have no conversion, preemptive or other subscription rights, and there
are no redemption provisions applicable to Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby, will
be duly authorized, validly issued, fully paid and nonassessable.
</FONT>
<P align="center"><FONT size="2">11</FONT>
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<P align="left"><FONT size="2">Preferred Stock</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are authorized to issue 10,000,000 shares of Preferred Stock with
such designation, rights and preferences as may be determined from time to time
by the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of the Common Stock. In the event of
issuance, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have designated a Series&nbsp;A class of preferred stock and a Series&nbsp;B
class of preferred stock. A summary of their material terms, rights and
preferences are the following:
</FONT>
<P align="left"><FONT size="2">Series&nbsp;A</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have designated 30,000 shares of our preferred stock as Series&nbsp;A
preferred stock, par value $.001. There are currently 5,000 Series&nbsp;A preferred
shares issued and outstanding. Each share of Series&nbsp;A preferred stock has a
stated value of $100 and pays dividends equal to 10% of the stated value per
annum. At December&nbsp;31, 2000, the aggregate and per share amounts of cumulative
dividend arrearages were approximately $166,667 and $33.40.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each share of Series&nbsp;A preferred stock is convertible into shares of
common stock at the option of the holder at the lesser of 85% of (1)&nbsp;the average
closing bid price of the common stock for the ten trading days immediately
preceding the conversion or (2) $6.00. We have the right to deny conversion of
the Series&nbsp;A preferred stock, at which time the holder shall be entitled to
receive additional cumulative dividends at 5% per annum in addition to the
initial dividend rate of 10% per annum.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we have the right, exercisable at any time upon 10 trading
days notice to the holders of the Series&nbsp;A preferred stock given at any time
after the expiration of two years after the date of issuance to redeem all or
any portion of the shares of Series&nbsp;A preferred stock which have not previously
been converted or redeemed, at a price equal to 105% of the product of (1)&nbsp;the
number of shares of preferred stock then held by the holder, and (2)&nbsp;the stated
value.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of any liquidation, dissolution or winding up of our
company, holders of the Series&nbsp;A preferred stock are entitled to receive a
liquidating distribution before any distribution may be made to holders of our
common stock and other Series of our preferred stock.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;A preferred share holders have no voting rights, except as
provided under Florida law.
</FONT>
<P align="left"><FONT size="2">Series&nbsp;B</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have designated 7,000 shares of our preferred stock as Series&nbsp;B
preferred stock, with a stated value of $1,000 per share. During the year ended
June&nbsp;30, 1998, 1,200 shares of
</FONT>
<P align="center"><FONT size="2">12</FONT>
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<P><FONT size="2">Series&nbsp;B preferred stock were issued, however there are currently no Series&nbsp;B
shares outstanding. Holders of the Series&nbsp;B preferred stock are entitled to
receive, whether declared or not, cumulative dividends equal to 5% per annum.
Each share of Series&nbsp;B preferred stock is convertible into such number of fully
paid and nonassessable shares of common stock as is determined by dividing the
stated value by the conversion price. The conversion price shall be the lesser
of the market price, as defined or $4.00. From September 1998 to October 1999,
all of our outstanding Series&nbsp;B preferred shares were converted into 3,597,305
shares of our common stock at various prices. The Series&nbsp;B preferred shares do
not contain voting rights, except as provided under Florida law.
</FONT>
<P align="left"><FONT size="2">Transfer Agent</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Transfer Agent for our shares of Common Stock is Florida Atlantic
Stock Transfer, Tamarac, Florida.
</FONT>
<P align="center"><FONT size="2">EXPERTS</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements incorporated by reference in this Prospectus
have been audited by Kaufman, Rosin &#038; Co., P.A., independent certified public
accountants, to the extent and for the periods set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
</FONT>
<P align="center"><FONT size="2">INDEMNIFICATION OF DIRECTORS AND OFFICERS.</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Florida Business Corporation Act (the &#147;Corporation Act&#148;) permits
the indemnification of directors, employees, officers and agents of Florida
corporations. Our Articles of Incorporation (the &#147;Articles&#148;) and Bylaws provide
that we shall indemnify its directors and officers to the fullest extent
permitted by the Corporation Act.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The provisions of the Corporation Act that authorize indemnification do
not eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a)&nbsp;violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b)&nbsp;deriving an improper personal
benefit from a transaction, (c)&nbsp;voting for or assenting to an unlawful
distribution and (d)&nbsp;willful misconduct or conscious disregard for our best
interests in a proceeding by or in the right of a shareholder. The statute does
not affect a director&#146;s responsibilities under any other law, such as the
Federal securities laws.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers or persons in control
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the act and is therefore unenforceable.
</FONT>
<P align="center"><FONT size="2">13</FONT>
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<P align="center"><FONT size="2">PART II</FONT>

<P align="center"><FONT size="2">INFORMATION REQUIRED IN REGISTRATION STATEMENT</FONT>

<P align="left"><FONT size="2">ITEM 3. Incorporation of Documents by Reference</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section&nbsp;13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Annual Report on Form&nbsp;10-KSB for the year ended December&nbsp;31,
2000, as filed on April&nbsp;2, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Amendment to Annual Report on Form&nbsp;10-KSB/A for the year ended
December&nbsp;31, 2000, as filed on September&nbsp;18, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-QSB for quarter ended March&nbsp;31,
2001, as filed on May&nbsp;15, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Amendment to Quarterly Report on Form&nbsp;10-QSB/A for quarter
ended March&nbsp;31, 2001, as filed on September&nbsp;18, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-QSB for quarter ended June&nbsp;30,
2001 as filed on August&nbsp;13, 2001;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Amendment to Quarterly Report on Form&nbsp;10-QSB/A for quarter
ended June&nbsp;30, 2001, as filed on September&nbsp;18, 2001; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Quarterly Report on Form&nbsp;10-QSB for quarter ended September
30, 2001, as filed on November&nbsp;14, 2001.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and documents filed by us pursuant to Section&nbsp;13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
</FONT>
<P align="center"><FONT size="2">II-1</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Metropolitan Health Networks,
Inc., 500 Australian Avenue South, Suite&nbsp;1000, West Palm Beach, FL 33401.
</FONT>
<P align="left"><FONT size="2">ITEM 4. Description of Securities</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A description of Metropolitan&#146;s securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.
</FONT>
<P align="left"><FONT size="2">ITEM 5. Interests of Named Experts and Counsel</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the terms of the Services Agreement we have issued Jan
Douglas Atlas 113,073 shares of common stock. Mr.&nbsp;Atlas is a member of Atlas
Pearlman, P.A. Such firm also provides legal services to us.
</FONT>
<P align="left"><FONT size="2">ITEM 6. Indemnification of Directors and Officers</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may agree to the terms and conditions upon which any director,
officer, employee or agent accepts an office or position with the Company and in
our By-laws, by contract or in any other manner we may agree to indemnify and
protect our directors, officers, employees or agents, or any person who serves
at our request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by the corporate laws of the State of Florida
(including, without limitation, the statutes, case law and principles of
equity). If the laws (including without limitation, the statutes, case law or
principles of equity, as the case may be) of the State of Florida are amended or
changed to permit or authorize broader rights of indemnification to any of the
persons referred to in the immediately preceding sentence, then we shall be
automatically authorized to agree to indemnify such respective persons to the
fullest extent permitted or authorized by such law, as so amended or changed,
without the need for amendment or modification of our Articles of Incorporation
and without further action by our Directors or stockholders.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.
</FONT>
<P align="left"><FONT size="2">ITEM 7. Exemption From Registration Claimed</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Inasmuch as the recipient of the Shares is knowledgeable and
sophisticated, and had access to relevant information pertaining to the Company
and had the ability to fend for himself, the issuance was exempt from
registration under the Securities Act of 1933 by reason of Section&nbsp;4(2) of that
act.
</FONT>
<P align="center"><FONT size="2">II-2</FONT>
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<P align="left"><FONT size="2">ITEM 8. Exhibits</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">5.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Opinion and consent of Atlas Pearlman, P.A. &#091;includes
Exhibit&nbsp;23.1&#093;. *</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">10.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Services Agreement with Jan Douglas Atlas*</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Independent Certified Public Accountant*</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">
*Filed herewith</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">ITEM 9. UNDERTAKINGS</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule&nbsp;424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective registration statement;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form&nbsp;S-3 or Form&nbsp;S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement
</FONT>
<P align="center"><FONT size="2">II-3</FONT>
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\<P><FONT size="2">shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">II-4</FONT>
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<P align="center"><FONT size="2">SIGNATURES</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant pursuant to the requirements of the Securities Act of
1933, as amended, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form&nbsp;S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, in the
City of West Palm Beach, Florida, on the 28th day of January, 2002.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
        <TD width="49%">&nbsp;</TD>
        <TD width="2%">&nbsp;</TD>
        <TD width="49%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
METROPOLITAN HEALTH NETWORKS, INC.</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
By: /s/ Fred Sternberg</FONT></TD>
</TR>
<TR>
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Name: Fred Sternberg<br>
Title: Chief Executive Officer<br>
And Chairman of the Board</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="35%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="40%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="15%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">Signature</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
Title
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">Date</FONT></TD>
</TR>

<TR>
        <TD valign="top"><HR size="1" noshade></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
<HR size="1" noshade>
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Fred Sternberg
<HR size="1" noshade>
Fred Sternberg</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Chief Executive Officer, Director, and Chairman of the Board
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ Debra A. Finnel
<HR size="1" noshade>
Debra A. Finnel</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Vice President and
Chief Operating Officer
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/ David S. Gartner
<HR size="1" noshade>
David S. Gartner</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Secretary and Chief
Financial Officer
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR>
        <TD valign="top"><FONT size="2">/s/ Michael Cahr
<HR size="1" noshade>
Michael Cahr</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR>
        <TD valign="top"><FONT size="2">/s/ Marvin Heiman
<HR size="1" noshade>
Marvin Heiman</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR>
        <TD valign="top"><FONT size="2">/s/ Michael Earley
<HR size="1" noshade>
Michael Earley</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR>
        <TD valign="top"><FONT size="2">/s/ William M. Bulger
<HR size="1" noshade>
Honorable William M. Bulger</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR>
        <TD valign="top"><FONT size="2">/s/ J. Robert Buchanan
<HR size="1" noshade>
J. Robert Buchanan</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>
<tr><td>&nbsp;</td></tr>

<TR>
        <TD valign="top"><FONT size="2">/s/ Martin Harrison
<HR size="1" noshade>
Martin Harrison</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">January&nbsp;28, 2002</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">II-5</FONT>




</BODY>
</HTML>
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s-8
As filed with the Securities and
Exchange Commission on January 28, 2002
Registration No. 333- ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
METROPOLITAN HEALTH NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
65-0635748
(I.R.S. Employer Identification No.)
500 Australian Avenue South, Suite 1000
West Palm Beach, FL 33401
(Address of Principal Executive Offices)
SERVICES AGREEMENT WITH
JAN DOUGLAS ATLAS
(full title of plan)
Fred Sternberg, Chairman, President and CEO
500 Australian Avenue South, Suite 1000
West Palm Beach, FL 33401
(561) 805-8500
(Name, address and telephone number, including area code, of agent
for service)
Copy to:
Steven I. Weinberger, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, FL 33301
Title of Securities to
be Registered
Amount to be
Registered
Proposed Maximum
Offering Price Per
Share(1)
Proposed Maximum
Proposed Maximum
Aggregate Offering Price
Amount of
Registration Fee
Common Stock, $.001
par value
113,073
$1.20
$135,687.60
$12.48
(1)
Calculated in accordance with Rule 457(c) based upon the average of the
closing bid and asked prices on January 25, 2002.
PROSPECTUS
METROPOLITAN HEALTH NETWORKS, INC.
113,073 SHARES OF COMMON STOCK
This Prospectus forms a part of a registration statement which
registers an aggregate of 113,073 shares of common stock that are collectively
referred to as the "Shares" of Metropolitan Health Networks, Inc.
("Metropolitan," the "Company," "we," "us," or "our"). The Shares have been
issued to Jan Douglas Atlas pursuant to a services agreement dated December 31,
2001. Mr. Atlas is sometimes referred to as the "selling security holder."
The selling security holder may sell all or a portion of the Shares
from time to time in the over-the-counter market, in negotiated transactions,
directly or through brokers or otherwise, and at market prices prevailing at the
time of such sales or at negotiated prices. We will not receive any proceeds
from sales by the selling security holder.
No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.
These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
SEE "RISKS OF INVESTING IN METROPOLITAN SHARES" COMMENCING ON PAGE 3 OF
THIS PROSPECTUS.
The date of this prospectus is
January 28, 2002
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.
We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:
•
Annual Report on Form 10-KSB for the year ended December 31,
2000, as filed on April 2, 2001;
•
Amendment to Annual Report on Form 10-KSB/A for the year ended
December 31, 2000, as filed on September 18, 2001;
•
Quarterly Report on Form 10-QSB for quarter ended March 31,
2001, as filed on May 15, 2001;
•
Amendment to Quarterly Report on Form 10-QSB/A for quarter
ended March 31, 2001, as filed on September 18, 2001;
•
Quarterly Report on Form 10-QSB for quarter ended June 30,
2001 as filed on August 13, 2001;
•
Amendment to Quarterly Report on Form 10-QSB/A for quarter
ended June 30, 2001, as filed on September 18, 2001; and
2
•
Quarterly Report on Form 10-QSB for quarter ended September
30, 2001, as filed on November 14, 2001.
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Metropolitan Health Networks,
Inc., 500 Australian Avenue South, Suite 1000, West Palm Beach, FL 33401.
THE COMPANY
Metropolitan Health Networks, Inc. was incorporated in the State of
Florida in January 1996 to develop a vertically and horizontally integrated
health care delivery network (the "Network"). The Network initially was intended
to provide primary and subspecialty physician care and diagnostic and
therapeutic services. We pursued this business plan into 1999 through the
acquisition, expansion and integration of physician care practices and
diagnostic and rehabilitation centers in Dade, Broward and Palm Beach County,
Florida.
Responding to changes in the health care industry, in mid-1999 we
modified our business strategy and presently operate as a Provider Service
Network (PSN) which, instead of owning and managing physician practices and
ancillary services, manages the total care of patients through "Global Risk"
managed care contracts. As a result, we divested or unwound several of our
acquisitions and deficit operations.
Our executive offices are located at 500 Australian Avenue South, Suite
1000, West Palm Beach, Florida 33401, and our telephone number is (561)
805-8500.
RISKS OF INVESTING IN METROPOLITAN SHARES
In addition to the other information in this prospectus, the following
factors should be considered in evaluating our company and our business.
FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD HARM OUR BUSINESS AND RESULTS OF
OPERATION
We have experienced rapid growth in our business. This growth may
impair our ability to provide our services efficiently and to manage our
employees adequately. Our strategy is to focus on growth within geographic
parameters, identifying regions throughout Florida. We are taking steps to
manage our growth and to date have not experienced any persistent difficulties
in managing our growth. Future results of operations could be materially
adversely affected if we are unable to manage our growth effectively.
3
WE HAVE ONLY RECENTLY ACHIEVED PROFITABILITY AND WE MAY NOT BE ABLE TO SUSTAIN
PROFITABILITY.
Although we have achieved increased levels of revenues for the year
ended December 31, 2000, this was our first profitable year. Up to this date we
have operated with negative cash flows. For the year ended December 31, 2000, we
incurred a profit of $4,928,569 of which $3,448,258 was a non-recurring gain.
Our operating expenses have increased and can be expected to increase in
connection with our operational growth and, accordingly, our future
profitability may depend on corresponding increases in revenues from operations.
Future events, including unanticipated expenses, increased competition or
changes in government regulation, could have an adverse affect on our operating
margins and results of operations. As a result, we may experience liquidity and
cash flow problems in the future, and may require additional financing. There
can be no assurance that our rate of revenue growth will continue in the future,
that our future operations will be profitable, or that we will be able to obtain
additional financing, if an when necessary, on terms acceptable to us.
OUR QUARTERLY RESULTS WILL LIKELY FLUCTUATE, WHICH COULD CAUSE THE VALUE OF OUR
COMMON STOCK TO DECLINE.
We are subject to quarterly variations in our medical expenses due to
fluctuations in patient utilization. We have significant fixed operating costs
and, as a result, are highly dependent on patient utilization to sustain
profitability. Our results of operations for any quarter are not necessarily
indicative of results of operations for any future period or full year. We
experience increased patient population and greater use of medical services in
the winter months. As a result, our results of operations may fluctuate
significantly from period to period. In addition, there recently has been
significant volatility in the market price of securities of health care
companies that in many cases we believe has been unrelated to the operating
performance of these companies. We believe that certain factors, such as
legislative and regulatory developments, quarterly fluctuations in our actual or
anticipated results of operations, lower revenues or earnings than those
anticipated by securities analysts, and general economic and financial market
conditions, could cause the price of our common stock to fluctuate
substantially.
THE LOSS OF CERTAIN AGREEMENTS AND THE CAPITATED NATURE OF OUR REVENUES COULD
MATERIALLY EFFECT OUR OPERATIONS.
The majority of our revenues come from agreements with managed care
organizations that provide for the receipt of capitated fees. The principal
organization that we contract with is Humana. Capitated fees are negotiated fees
that stipulate a specific dollar amount or a percentage of total premium
collected by an insurer or payor source to cover the partial or complete
healthcare services deliveries to a person. We generally enter into agreements
which are for one-year terms and subject to annual negotiation of rates, covered
benefits and other terms and conditions. These agreements may be terminated on
short notice or not renewed on terms favorable to us and our affiliated
providers. We may not be successful in obtaining additional HMO agreements or in
increasing the number of HMO enrollees. A decline in enrollees in HMOs could
also have a material adverse effect on our profitability.
4
Under the HMO agreements we, through our affiliated providers,
generally are responsible for the provision of all covered hospital benefits, as
well as outpatient benefits, regardless of whether the affiliated providers
directly provide the healthcare services associated with the covered benefits.
To the extent that enrollees require more care than is anticipated, aggregate
capitation rates may be insufficient to cover the costs associated with the
treatment of enrollees. If revenue is insufficient to cover costs, our operating
results could be adversely affected. As a result, our success will depend in
large part on the effective management of health care costs. Pricing pressures
may have a material adverse effect on our operating results. Changes in health
care practices, inflation, new technologies, and numerous other factors
affecting the delivery and cost of health care are beyond our control and may
adversely affect our operating results.
THE DEVELOPMENT OF MANAGEMENT INFORMATION SYSTEMS MAY INVOLVE SIGNIFICANT TIME
AND EXPENSE.
Our management information systems are important components of the
business and are becoming a more significant factor in our ability to remain
competitive. We already possess a physician billing and collection system. We
are participating in the development of an integrated management information
system. To date, we have not experienced any systematic glitch or significant
setback related to the functioning of our present management information system
or to the development of our new system. The development and implementation of
such systems involve the risk of unanticipated delay and expense, which could
have an adverse impact on our operations.
EXPOSURE TO PROFESSIONAL LIABILITY AND THE HIGH COST OF LIABILITY INSURANCE
COULD ADVERSELY EFFECT OUR FINANCIAL OPERATION.
In recent years, physicians, hospitals and other providers in the
health care industry have become subject to an increasing number of lawsuits
alleging medical malpractice and related legal theories. Many of these lawsuits
involve large claims and substantial defense costs. We maintain professional
liability insurance coverage, on a claims basis, in an amount of $1.0 million
per claim and $3.0 million in the aggregate for each physician and errors and
omissions coverage of $1.0 million per claim and $3.0 million in the aggregate.
Those amounts exceed the requirements as mandated by the state of Florida but
which may not be adequate to protect our assets.
THE LOSS OF A SIGNIFICANT CONTRACT WITH HUMANA WOULD MATERIALLY EFFECT OUR
OPERATIONS.
We have one year renewable agreements with Humana to provide healthcare
services to members in certain healthcare networks established or managed by
Humana. For the twelve months ended December 31, 2000, approximately 96.4% of
our revenue was obtained from these agreements. These agreements may be
terminated in the event we participate in activities Humana reasonably believes
may adversely effect the health or welfare of any member or other material
breach. Failure to maintain these agreements, or successfully develop additional
sources of revenue could adversely effect our financial condition.
5
OUR INDUSTRY IS ALREADY VERY COMPETITIVE; INCREASED COMPETITION COULD ADVERSELY
AFFECT OUR REVENUES.
The health care industry is highly competitive and subject to continual
changes in the method in which services are provided and the manner in which
health care providers are selected and compensated. Companies in other health
care industry segments, some of which have financial and other resources greater
than we do, may become competitors in providing similar services. Our principal
competitors include Continucare, Florida Health Choice and Primary Care
Specialists. Our strength in comparison with our competitors is our knowledge,
understanding and experience in managed care risks, particularly with Medicare.
We may not be able to continue to compete effectively in this industry.
Additional competitors may enter our markets and this competition may have an
adverse effect on our revenues.
WE ARE DEPENDENT UPON OUR KEY MANAGEMENT PERSONNEL FOR OUR FUTURE SUCCESS.
Our success depends to a significant extent on the continued
contributions of our key management, including our president and chief
executive, Fred Sternberg and Debra Finnel, our chief operating officer. We have
no insurance policies for our executive officers. The loss of Mr. Sternberg or
Ms. Finnel or other key personnel could have a material adverse effect on our
financial condition, results of operations and plans for future development.
While we have employment contracts with Mr. Sternberg and Ms. Finnel, we compete
with other companies for executive talent and there can be no assurance that
highly qualified executives would be readily available.
THE HEALTH CARE INDUSTRY IS HIGHLY REGULATED AND OUR FAILURE TO COMPLY WITH LAWS
OR REGULATIONS, OR A DETERMINATION THAT IN THE PAST WE HAVE FAILED TO COMPLY
WITH LAWS OR REGULATIONS, COULD HAVE AN ADVERSE EFFECT ON OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The health care services that we and our affiliated professionals
provide are subject to extensive federal, state and local laws and regulations
governing various matters such as the licensing and certification of our
facilities and personnel, the conduct of our operations, our billing and coding
policies and practices, our policies and practices with regard to patient
privacy and confidentiality, and prohibitions on payments for the referral of
business and self-referrals. If we fail to comply with these laws, or a
determination is made that in the past we have failed to comply with these laws,
our financial condition and results of operations could be adversely affected.
Changes to health care laws or regulations may restrict our existing operations,
limit the expansion of our business or impose additional compliance
requirements. These changes, if effected, could have the effect of reducing our
opportunities or continued growth and imposing additional compliance costs on us
that may not be recoverable through price increases.
Federal anti-kickback laws and regulations prohibit certain offers,
payments or receipts of remuneration in return for referring Medicaid or other
government-sponsored health care program patients or patient care opportunities
or purchasing, leasing, ordering, arranging for or recommending any service or
item for which payment may be made by a government-sponsored health care
program. In addition, federal physician self-referral legislation, known as the
Stark law, prohibits Medicare or Medicaid payments for certain services
furnished by a physician who has a financial relationship with various
physician-owned or physician-interested entities. These laws are broadly worded
and, in the case of the anti-kickback law, have been broadly interpreted by
federal courts, and potentially subject many business arrangements to government
investigation and prosecution, which can be costly and time consuming.
Violations of these laws are punishable by monetary fines, civil and criminal
penalties, exclusion from participation in government-sponsored health care
programs and forfeiture of amounts collected
6
in violation of such laws, which could have an adverse effect on our business
and results of operations. Florida also has anti-kickback and self-referral
laws, imposing substantial penalties for violations.
LIMITATIONS OF OR REDUCTION IN REIMBURSEMENT AMOUNTS OR RATES BY
GOVERNMENT-SPONSORED HEALTHCARE PROGRAMS COULD ADVERSELY AFFECT OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Approximately 96% of our revenues were derived from reimbursements by
various government-sponsored health care programs. These government programs, as
well as private insurers, have taken and may continue to take steps to control
the cost, use and delivery of health care services. The following events could
result in an adverse effect on our financial condition and results of
operations:
•
reductions in or limitations of reimbursement amounts or rates
under programs,
•
reductions in funding of programs,
•
elimination of coverage for certain individuals or treatments
under programs, which may be implemented as a result of
increasing budgetary and cost containment pressures on the
health care industry, or
•
new federal or state legislation reducing funding and
reimbursements.
WE HAVE ANTI-TAKEOVER PROVISIONS WHICH MAY MAKE IT DIFFICULT TO REPLACE OR
REMOVE OUR CURRENT MANAGEMENT.
Our Articles of Incorporation authorize the issuance of up to 10,000,000
shares of preferred stock with such rights and preferences as may be determined
from time to time by the Board of Directors. Our Board of Directors may, without
shareholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of our common stock. The ability of our board to
issue preferred stock may prevent or frustrate shareholder attempts to replace
or remove current management.
DUE TO THE SUBSTANTIAL NUMBER OF OUR SHARES THAT WILL BE ELIGIBLE FOR SALE IN
THE NEAR FUTURE, THE MARKET PRICE OF OUR COMMON STOCK COULD FALL AS A RESULT OF
SALES OF A LARGE NUMBER OF SHARES OF COMMON STOCK IN THE MARKET, OR THE PRICE
COULD REMAIN LOWER BECAUSE OF THE PERCEPTION THAT SUCH SALES MAY OCCUR.
These factors could also make it more difficult for us to raise funds
through future offerings of our common stock. As of December 31, 2001, there
were 27,479,087 shares of our common stock outstanding. All of which will be
freely tradable without restriction with the following exceptions:
•
approximately 5,500,000 shares, which are owned by certain of
our officers, directors, affiliates and third parties, may be
sold publicly at any time subject to the volume and other
restrictions under Rule 144 of the Securities Act of 1933;
7
In addition, as of December 31, 2001, approximately 7,380,400 shares of
our common stock were reserved for issuance upon the exercise of warrants and
options which have been previously granted.
OUR COMMON STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE FUTURE, SIGNIFICANT PRICE AND VOLUME VOLATILITY, WHICH SUBSTANTIALLY
INCREASES THE RISK OF LOSS TO PERSONS OWNING OUR COMMON STOCK.
Because of the limited trading market for our common stock, and because of the
possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so. The inability to sell your shares in a rapidly
declining market may substantially increase your risk of loss because of such
illiquidity and because the price for our common stock may suffer greater
declines because of its price volatility.
FORWARD-LOOKING STATEMENTS
Certain important factors may affect our actual results and could cause
those results to differ materially from any forward-looking statements made in
this prospectus or that are otherwise made by us or on our behalf.
"Forward-looking statements" are not based on historical facts and are typically
phrased using words such as "may," "will," "expect," "believe," "anticipate,"
"intend," "could," "estimate" or "continue" and similar expressions or
variations.
SERVICES AGREEMENT
Services Agreement With Jan Douglas Atlas
On December 31, 2001, we entered into a services agreement with Jan
Douglas Atlas. The agreement provides that as partial consideration for legal
services rendered and to be rendered to us by Mr. Atlas, we will issue 113,073
shares of our common stock to Mr. Atlas. The agreement further provides that we
promptly prepare and file a registration statement on Form S-8 covering the
113,073 shares.
Federal Income Tax Effects
The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws which may be applicable.
In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Shares received by a person who is subject to the short swing profit recovery
rule of Section 16(b) of the Securities Exchange Act of 1934 is considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of
8
the recipient are treated as transferable if and when the recipient can sell,
assign, pledge or otherwise transfer any interest in the Shares to any person.
Inasmuch as the recipient would not be subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 and the
Shares, upon receipt following satisfaction of condition prerequisites to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.
Restrictions Under Securities Laws
The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.
SALES BY SELLING SECURITY HOLDER
The following table sets forth
•
the name of the selling security holder,
•
the amount of shares of common stock owned beneficially,
directly or indirectly, by the selling security holder,
•
the maximum amount of shares of common stock to be offered by
the selling security holder,
•
the amount of common stock to be owned by the selling security
holder following sale of the shares of common stock, and
•
the percentage of shares of common stock to be owned by the
selling security holder following completion of such offering.
Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right.
We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the table. Because the selling security holder
identified in the table may sell some or all of the Shares owned by him which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no
estimate can be given as to the number of Shares available for resale hereby
that will be held by the selling security holder upon termination of the
offering made hereby. We have therefore assumed, for the purposes of the
following table, that the selling security holder will sell all of the Shares
owned by him which are being offered hereby.
Percentage
Shares to be
to be Owned
Name of Selling
Number of
Shares to
Owned After
After
Security Holder
Shares Owned
be Offered
Offering
Offering
Jan Douglas Atlas
113,073
113,073
-0-
N/A
9
PLAN OF DISTRIBUTION
The Shares covered by this prospectus may be resold and distributed
from time to time by the selling security holder in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holder in connection with sales of securities.
The selling security holder may sell Shares in one or more of the
following methods, which may include crosses or block transactions:
•
through the "pink sheets", on the over-the-counter Bulletin
Board, or on such exchanges or over-the-counter markets on
which our shares may be listed from time-to-time, in
transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and
in accordance with the rules of such exchanges, including
sales to underwriters who acquire the shares for their own
account and resell them in one or more transactions or through
brokers, acting as principal or agent;
•
in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such
transactions, including sales through brokers, acting as
principal or agent, sales in privately negotiated
transactions, or dispositions for value by any selling
security holder to its partners or members, subject to rules
relating to sales by affiliates;
•
through the issuance of securities by issuers other than us,
convertible into, exchangeable for, or payable in our shares;
or
•
through the writing of options on our shares, whether or not
such options are listed on an exchange, or other transactions
requiring delivery of our shares, or the delivery of our
shares to close out a short position.
Any such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.
In making sales, brokers or dealers used by the selling security holder
may arrange for other brokers or dealers to participate. Any selling security
holder that is an affiliate of Metropolitan and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holder, or any other
broker-dealer, is acting as principal or agent for the selling security holder,
the compensation to be received by underwriters who may be selected by the
selling security holder, or any broker-dealer, acting as principal or agent for
the selling security holder and the compensation to be received by other
10
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker.
In connection with distributions of the Shares or otherwise, the
selling security holder may enter into hedging transactions with broker-dealers.
In connection with the transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with the selling
security holder. The selling security holder may also sell shares short and
deliver the Shares to close out the positions. The selling security holders may
also enter into option or other transactions with broker-dealers which require
the delivery to the broker-dealer of the Shares, which the broker-dealer may
resell under this prospectus. The selling security holder may also pledge the
Shares to a broker or dealer and upon a default, the broker or dealer may effect
sales of the pledged Shares under this prospectus.
We have advised the selling security holder that, at the time a resale
of the Shares is made by or on behalf of the selling security holder, a copy of
this prospectus is to be delivered.
We have also advised the selling security holder that during the time
as he may be engaged in a distribution of the shares included herein he is
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes the selling security holder, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.
Sales of securities by us and the selling security holder or even the
potential of these sales may have an adverse effect on the market price for
shares of our common stock.
DESCRIPTION OF SECURITIES
As of December 31, 2001, we had authorized 80,000,000 shares of par
value $0.001 common stock, with 27,479,087 shares issued and outstanding.
Additionally, we have authorized 10,000,000 shares of preferred stock, with
5,000 shares issued and outstanding.
Common Stock
The holders of Common Stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of
directors can elect all of the directors. The holders of Common Stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out of funds legally available therefor. In the event of our liquidation,
dissolution or winding up, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having preference over the Common Stock. Holders of shares of Common Stock,
as such, have no conversion, preemptive or other subscription rights, and there
are no redemption provisions applicable to Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby, will
be duly authorized, validly issued, fully paid and nonassessable.
11
Preferred Stock
We are authorized to issue 10,000,000 shares of Preferred Stock with
such designation, rights and preferences as may be determined from time to time
by the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of the Common Stock. In the event of
issuance, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control.
We have designated a Series A class of preferred stock and a Series B
class of preferred stock. A summary of their material terms, rights and
preferences are the following:
Series A
We have designated 30,000 shares of our preferred stock as Series A
preferred stock, par value $.001. There are currently 5,000 Series A preferred
shares issued and outstanding. Each share of Series A preferred stock has a
stated value of $100 and pays dividends equal to 10% of the stated value per
annum. At December 31, 2000, the aggregate and per share amounts of cumulative
dividend arrearages were approximately $166,667 and $33.40.
Each share of Series A preferred stock is convertible into shares of
common stock at the option of the holder at the lesser of 85% of (1) the average
closing bid price of the common stock for the ten trading days immediately
preceding the conversion or (2) $6.00. We have the right to deny conversion of
the Series A preferred stock, at which time the holder shall be entitled to
receive additional cumulative dividends at 5% per annum in addition to the
initial dividend rate of 10% per annum.
In addition, we have the right, exercisable at any time upon 10 trading
days notice to the holders of the Series A preferred stock given at any time
after the expiration of two years after the date of issuance to redeem all or
any portion of the shares of Series A preferred stock which have not previously
been converted or redeemed, at a price equal to 105% of the product of (1) the
number of shares of preferred stock then held by the holder, and (2) the stated
value.
In the event of any liquidation, dissolution or winding up of our
company, holders of the Series A preferred stock are entitled to receive a
liquidating distribution before any distribution may be made to holders of our
common stock and other Series of our preferred stock.
The Series A preferred share holders have no voting rights, except as
provided under Florida law.
Series B
We have designated 7,000 shares of our preferred stock as Series B
preferred stock, with a stated value of $1,000 per share. During the year ended
June 30, 1998, 1,200 shares of
12
Series B preferred stock were issued, however there are currently no Series B
shares outstanding. Holders of the Series B preferred stock are entitled to
receive, whether declared or not, cumulative dividends equal to 5% per annum.
Each share of Series B preferred stock is convertible into such number of fully
paid and nonassessable shares of common stock as is determined by dividing the
stated value by the conversion price. The conversion price shall be the lesser
of the market price, as defined or $4.00. From September 1998 to October 1999,
all of our outstanding Series B preferred shares were converted into 3,597,305
shares of our common stock at various prices. The Series B preferred shares do
not contain voting rights, except as provided under Florida law.
Transfer Agent
The Transfer Agent for our shares of Common Stock is Florida Atlantic
Stock Transfer, Tamarac, Florida.
EXPERTS
The financial statements incorporated by reference in this Prospectus
have been audited by Kaufman, Rosin & Co., P.A., independent certified public
accountants, to the extent and for the periods set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act (the "Corporation Act") permits
the indemnification of directors, employees, officers and agents of Florida
corporations. Our Articles of Incorporation (the "Articles") and Bylaws provide
that we shall indemnify its directors and officers to the fullest extent
permitted by the Corporation Act.
The provisions of the Corporation Act that authorize indemnification do
not eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for our best
interests in a proceeding by or in the right of a shareholder. The statute does
not affect a director's responsibilities under any other law, such as the
Federal securities laws.
The effect of the foregoing is to require us to indemnify our officers
and directors for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers or persons in control
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the act and is therefore unenforceable.
13
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.
The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:
•
Annual Report on Form 10-KSB for the year ended December 31,
2000, as filed on April 2, 2001;
•
Amendment to Annual Report on Form 10-KSB/A for the year ended
December 31, 2000, as filed on September 18, 2001;
•
Quarterly Report on Form 10-QSB for quarter ended March 31,
2001, as filed on May 15, 2001;
•
Amendment to Quarterly Report on Form 10-QSB/A for quarter
ended March 31, 2001, as filed on September 18, 2001;
•
Quarterly Report on Form 10-QSB for quarter ended June 30,
2001 as filed on August 13, 2001;
•
Amendment to Quarterly Report on Form 10-QSB/A for quarter
ended June 30, 2001, as filed on September 18, 2001; and
•
Quarterly Report on Form 10-QSB for quarter ended September
30, 2001, as filed on November 14, 2001.
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
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We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Metropolitan Health Networks,
Inc., 500 Australian Avenue South, Suite 1000, West Palm Beach, FL 33401.
ITEM 4. Description of Securities
A description of Metropolitan's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.
ITEM 5. Interests of Named Experts and Counsel
Pursuant to the terms of the Services Agreement we have issued Jan
Douglas Atlas 113,073 shares of common stock. Mr. Atlas is a member of Atlas
Pearlman, P.A. Such firm also provides legal services to us.
ITEM 6. Indemnification of Directors and Officers
We may agree to the terms and conditions upon which any director,
officer, employee or agent accepts an office or position with the Company and in
our By-laws, by contract or in any other manner we may agree to indemnify and
protect our directors, officers, employees or agents, or any person who serves
at our request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by the corporate laws of the State of Florida
(including, without limitation, the statutes, case law and principles of
equity). If the laws (including without limitation, the statutes, case law or
principles of equity, as the case may be) of the State of Florida are amended or
changed to permit or authorize broader rights of indemnification to any of the
persons referred to in the immediately preceding sentence, then we shall be
automatically authorized to agree to indemnify such respective persons to the
fullest extent permitted or authorized by such law, as so amended or changed,
without the need for amendment or modification of our Articles of Incorporation
and without further action by our Directors or stockholders.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.
ITEM 7. Exemption From Registration Claimed
Inasmuch as the recipient of the Shares is knowledgeable and
sophisticated, and had access to relevant information pertaining to the Company
and had the ability to fend for himself, the issuance was exempt from
registration under the Securities Act of 1933 by reason of Section 4(2) of that
act.
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ITEM 8. Exhibits
5.1
Opinion and consent of Atlas Pearlman, P.A. [includes
Exhibit 23.1]. *
10.1
Services Agreement with Jan Douglas Atlas*
23.2
Consent of Independent Certified Public Accountant*
*Filed herewith
ITEM 9. UNDERTAKINGS
1.     To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:
(a)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(b)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(c)  To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
2.     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3.     To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement
II-3
\
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant pursuant to the requirements of the Securities Act of
1933, as amended, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, in the
City of West Palm Beach, Florida, on the 28th day of January, 2002.
METROPOLITAN HEALTH NETWORKS, INC.
By: /s/ Fred Sternberg
Name: Fred Sternberg
Title: Chief Executive Officer
And Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ Fred Sternberg
Fred Sternberg
Chief Executive Officer, Director, and Chairman of the Board
January 28, 2002
/s/ Debra A. Finnel
Debra A. Finnel
Vice President and
Chief Operating Officer
January 28, 2002
/s/ David S. Gartner
David S. Gartner
Secretary and Chief
Financial Officer
January 28, 2002
/s/ Michael Cahr
Michael Cahr
Director
January 28, 2002
/s/ Marvin Heiman
Marvin Heiman
Director
January 28, 2002
/s/ Michael Earley
Michael Earley
Director
January 28, 2002
/s/ William M. Bulger
Honorable William M. Bulger
Director
January 28, 2002
/s/ J. Robert Buchanan
J. Robert Buchanan
Director
January 28, 2002
/s/ Martin Harrison
Martin Harrison
Director
January 28, 2002
II-5