UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                             Current Report pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of report (Date of earliest event reported): August 18, 2006


                       METROPOLITAN HEALTH NETWORKS, INC.
             (Exact name of registrant as specified in its charter)


                                     Florida
                 (State or other jurisdiction of incorporation)


             0-28456                                65-0635748
     (Commission file number)           (I.R.S. Employer Identification No.)

                     250 Australian Avenue South, Suite 400
                            West Palm Beach, FL 33401
          (Address of principal executive offices, including zip code)


                                 (561) 805-8500
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))



<PAGE>



SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

      ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On August 18, 2006 (the "Execution Date"),  Metropolitan  Health Networks,
Inc. (the  "Company")  entered into a transition  and severance  agreement  (the
"Transition  Agreement")  with David S. Gartner,  the Company's  Chief Financial
Officer  ("CFO").  The  Transition  Agreement will become  effective  seven days
following  the  Execution  Date (the  "Effective  Date")  unless  revoked by Mr.
Gartner prior to the Effective Date.

      Under the terms of the Transition  Agreement,  the Company and Mr. Gartner
have  agreed to  terminate  their  employment  relationship  and  provide for an
orderly CFO succession.  This termination of the employment relationship did not
involve any  disagreements  between Mr.  Gartner  and the  Company.  The Company
expects Mr. Gartner will continue to serve in his current  position of CFO for a
transition  period until October 16, 2006 (the  "Separation  Date").  During the
transition  period,  Mr.  Gartner  will  continue  to receive  compensation  and
benefits  pursuant to his current  amended and  restated  employment  agreement,
dated January 3, 2005 ("Prior Employment Agreement").

      The Transition Agreement provides,  among other things, that following the
Separation Date:

      o     the vesting on all  outstanding  and unvested  stock options held by
            Mr. Gartner as of the Separation  Date will  immediately  accelerate
            and Mr. Gartner will be entitled to exercise any or all of his stock
            options during a three month period following the Separation Date;

      o     Mr.  Gartner will be entitled to receive his base salary for fifteen
            months following the Separation Date (the "Continuation  Payments");
            and

      o     Mr.  Gartner  will be  entitled  to  participate  in  certain of the
            Company's   benefit   programs  for  fifteen  months  following  the
            Separation Date (the "Continuation Benefits").

      In the event Mr.  Gartner  resigns or is terminated for cause prior to the
Separation  Date, Mr. Gartner will only be entitled to receive the  Continuation
Payments and Continuation Benefits for a twelve month period.

      Under the  Transition  Agreement,  Mr.  Gartner  has agreed to be bound by
restrictive covenants regarding,  among others things,  non-competition with the
Company for a one year period, non-solicitation of the Company's employees for a
two-year  period and  confidentiality.  Mr.  Gartner has also provided a general
release of claims in favor of the Company and related parties.

      The Transition Agreement terminates the Prior Employment Agreement.

      The foregoing does not  constitute a complete  summary of the terms of the
Transition  Agreement,  and  reference  is  made  to the  complete  text  of the
Agreement, which is attached hereto as Exhibit 10.1.

<PAGE>

      ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

      As  discussed  in  Item  1.01  above,  which  is  incorporated  herein  by
reference,  the Prior Employment  Agreement was terminated upon the execution of
the Transition Agreement.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

      ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

            (d)   Exhibits

            10.1  Transition  and  Severance  Agreement,  dated as of August 18,
2006, by and between David S. Gartner and Metropolitan Health Networks, Inc.

            99.1  Press Release dated August 18, 2006



<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  August 18, 2006


                                      METROPOLITAN HEALTH NETWORKS, INC.



                                      By:  /s/ Roberto Palenzuela
                                         ---------------------------------
                                      Roberto Palenzuela
                                      Secretary and General Counsel
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                             Current Report pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of report (Date of earliest event reported): August 18, 2006

                       METROPOLITAN HEALTH NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

                                     Florida
                 (State or other jurisdiction of incorporation)

             0-28456                                65-0635748
     (Commission file number)           (I.R.S. Employer Identification No.)

                     250 Australian Avenue South, Suite 400
                            West Palm Beach, FL 33401
          (Address of principal executive offices, including zip code)

                                 (561) 805-8500
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

      ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On August 18, 2006 (the "Execution Date"),  Metropolitan  Health Networks,
Inc. (the  "Company")  entered into a transition  and severance  agreement  (the
"Transition  Agreement")  with David S. Gartner,  the Company's  Chief Financial
Officer  ("CFO").  The  Transition  Agreement will become  effective  seven days
following  the  Execution  Date (the  "Effective  Date")  unless  revoked by Mr.
Gartner prior to the Effective Date.

      Under the terms of the Transition  Agreement,  the Company and Mr. Gartner
have  agreed to  terminate  their  employment  relationship  and  provide for an
orderly CFO succession.  This termination of the employment relationship did not
involve any  disagreements  between Mr.  Gartner  and the  Company.  The Company
expects Mr. Gartner will continue to serve in his current  position of CFO for a
transition  period until October 16, 2006 (the  "Separation  Date").  During the
transition  period,  Mr.  Gartner  will  continue  to receive  compensation  and
benefits  pursuant to his current  amended and  restated  employment  agreement,
dated January 3, 2005 ("Prior Employment Agreement").

      The Transition Agreement provides,  among other things, that following the
Separation Date:

      o     the vesting on all  outstanding  and unvested  stock options held by
            Mr. Gartner as of the Separation  Date will  immediately  accelerate
            and Mr. Gartner will be entitled to exercise any or all of his stock
            options during a three month period following the Separation Date;

      o     Mr.  Gartner will be entitled to receive his base salary for fifteen
            months following the Separation Date (the "Continuation  Payments");
            and

      o     Mr.  Gartner  will be  entitled  to  participate  in  certain of the
            Company's   benefit   programs  for  fifteen  months  following  the
            Separation Date (the "Continuation Benefits").

      In the event Mr.  Gartner  resigns or is terminated for cause prior to the
Separation  Date, Mr. Gartner will only be entitled to receive the  Continuation
Payments and Continuation Benefits for a twelve month period.

      Under the  Transition  Agreement,  Mr.  Gartner  has agreed to be bound by
restrictive covenants regarding,  among others things,  non-competition with the
Company for a one year period, non-solicitation of the Company's employees for a
two-year  period and  confidentiality.  Mr.  Gartner has also provided a general
release of claims in favor of the Company and related parties.

      The Transition Agreement terminates the Prior Employment Agreement.

      The foregoing does not  constitute a complete  summary of the terms of the
Transition  Agreement,  and  reference  is  made  to the  complete  text  of the
Agreement, which is attached hereto as Exhibit 10.1.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

      As  discussed  in  Item  1.01  above,  which  is  incorporated  herein  by
reference,  the Prior Employment  Agreement was terminated upon the execution of
the Transition Agreement.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

      ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

            (d)   Exhibits

            10.1  Transition  and  Severance  Agreement,  dated as of August 18,
2006, by and between David S. Gartner and Metropolitan Health Networks, Inc.

            99.1  Press Release dated August 18, 2006
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  August 18, 2006

                                      METROPOLITAN HEALTH NETWORKS, INC.

                                      By:  /s/ Roberto Palenzuela
                                         ---------------------------------
                                      Roberto Palenzuela
                                      Secretary and General Counsel