Metropolitan Health Networks, Inc.
Ticker:MDPA 5100 Town Center Square, Suite 560
Exchange:NASDAQ-Small Cap Market Boca Raton, FL 33486
Industry:Service (SIC Code 8011) (561) 416-9487

Offering Information
Type of Shares:Common Shares Filing Date:10/29/96
U.S. Shares:825,000 Offer Date:2/13/97
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:825,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $4,950,000 Selling:
Expenses: - Reallowance:
Shares Out After:5,469,479

Primary Underwriting Group
ManagerTierPhone
Brauer & AssociatesLead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Atlas, Pearlman, Trop & Borkson
Bank's Law Firm: Klarman Associates
Auditor: Kaufman, Rossin & Company
Registrar/Transfer Agent: Florida Atlantic Stock Transfer

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 9/30/96 9/30/96
Revenue:$0.12$0.51Assets:$8.98
Net Income:-$0.13-$0.10Curr Assets:
EPS:-$0.06-$0.03Liabilities:$6.24
Prior EPS:$0.01Curr Liabilities:
Cash Flow/Oper:-$0.17Equity:$2.74
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was incorporated in the State of Florida in January 1996 for the purpose of developing a vertically and horizontally integrated health care delivery network. The Network will provide primary and subspecialty physician care as well as diagnostic and therapeutic services. The company is organized, in principal part, as a multi-county vertically and horizontally integrated medical group practice. As such, all of the physicians to be employed by the company will provide an aggregate minimum of 75% of their services through the group practice and all physician services are to be billed under one common Medicare provider number. The company will seek to meet all government requirements of a "group practice" to avail itself of benefits available to group practices under Florida and federal laws. From inception to June 30, 1996, the company was considered to be in the development stage. Its activities included building a management team securing, financiang, securing management agreements with two medical clinics located in North Miami Beach and Aventura, Florida, and negotiating and acquiring several Physician Practices and Ancillary Services.

Competition
The health care industry is highly competitive. The industry is also subject to continuing changes in the provision of services and the selection of compensation of providers. In addition, certain companies, including hospitals and insurers, are expanding their presence in the physician management market. The company's operations will compete with national, regional and local companies in providing its services. Many of the company's competitors are larger and better capitalized to provide a wider variety of services, may have greater experience in providing health care mangement services and may have longer established relationships with buyers of such services.

Business Plan
The company's strategy is to develop and expand a locally prominent, integrated health care delivery network in Dade, Broward and Palm Beach counties Florida within a medical group practice structure, that provides a high quality and cost-effective health care delivery system. The company's principal strategy for developing and expanding its network is through the acquisition of or affiliation with physicians, medical groups, and other health care providers in the South Florida market. The company seeks to acquire or otherwise affiliate with physician groups and other providers in their local markets with reputations for providing quality cost effective healthcare services. The company also seeks to acquire Ancillary Services, including laboratories, pharmacies and diagnostic and rehabilitation centers within its group practice structure. The company believes that by increasing marketing activities, enhancing patient service and improving the accessibility of care, it will increase the company's market share. The company also believes strategic alliances with hospitals and health plans will improve the delivery of managed health care. The company also believes that by the consolidation of management and administrative services that its costs should be reduced.

Use of Proceeds
The proceeds from the proposed offering will be used for the acquisition of Physician Practices and ancillary services, future acquisitions, marketing and sales, computer and network programs, expand and consolidate leasehold facilities, acquisition of assets, reduction of debt and working capital.

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