METROPOLITAN HEALTH NETWORKS INC
SC 13G, 1997-12-02
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                             (Amendment No. _____)*

                       Metropolitan Health Networks, Inc.
                       ----------------------------------
                                (Name of Issuer)

                                  Common Stock
                         ------------------------------
                         (Title of Class of Securities)

                                   592142 10 3
                                 --------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class).
(See Rule 13d-7.) 

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes.)




<PAGE>

<TABLE>
<CAPTION>
                                       SCHEDULE 13G
- ---------------------------------------               ----------------------------------
CUSIP No. 592142 10 3                                             Page 2 of 6 Pages
- ---------------------------------------               ----------------------------------
<S>        <C>                                                                     <C> 

- ----------------------------------------------------------------------------------------
1          NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           Martin Harrison, MD
           ###-##-####

- ----------------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       (a)?
                                                                                   (b)?
- ----------------------------------------------------------------------------------------
3          SEC USE ONLY



- ----------------------------------------------------------------------------------------
4          CITIZENSHIP OR PLACE OF ORGANIZATION

           USA

- ----------------------------------------------------------------------------------------
     Number of          5       SOLE VOTING POWER            0
       Shares
    Beneficially
      Owned by
        Each
     Reporting
       Person
        With
                     -------------------------------------------------------------------
                        6       SHARED VOTING POWER       516,154
                     -------------------------------------------------------------------
                        7       SOLE DISPOSITIVE POWER    516,154
                     -------------------------------------------------------------------
                        8       SHARED DISPOSITIVE POWER     0
- ----------------------------------------------------------------------------------------
9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           516,154

- ----------------------------------------------------------------------------------------
10         CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*         ?



- ----------------------------------------------------------------------------------------
11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           9.4069%

- ----------------------------------------------------------------------------------------
12         TYPE OF REPORTING PERSON*

           IN

- ----------------------------------------------------------------------------------------
</TABLE>

                           *SEE INSTRUCTIONS BEFORE FILLING OUT!
               INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7



<PAGE>
CUSIP No. 592142 10 3                                          Page 3 of 6 Pages


                                   ATTACHMENT
                                   ----------

ITEM 1(a).     NAME OF ISSUER

      Metropolitan Health Networks, Inc.

ITEM 1(b).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

      5100 Town Center Circle, Suite 560
      Boca Raton, FL  33486

ITEM 2(a).     NAME OF PERSON FILING

      Martin Harrison, MD

ITEM 2(b).     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

      General Medical Associates
      1865 NE 163 Street
      North Miami Beach, FL  33162

ITEM 2(c).    CITIZENSHIP

      USA

ITEM 2(d).    TITLE OF CLASS OF SECURITIES

      Common Stock

ITEM 2(e).    CUSIP NO.

      592142 10 3

ITEM 3.       IF  THIS  STATEMENT  IS  FILED  PURSUANT  TO  RULES  13D-1(B),  OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A

              (a) [    ] Broker or Dealer registered under Section 15 of the Act

              (b) [    ] Bank as defined in section 3(a)(6) of the Act

              (c) [    ] Insurance Company as defined in section 3(a)(19) of the
Act

              (d) [    ] Investment  Company  registered  under section 8 of the
Investment Company Act



<PAGE>

CUSIP No. 592142 10 3                                          Page 4 of 6 Pages

              (e) [    ] Investment  Adviser registered under section 203 of the
Investment Advisers Act of 1940

              (f) [    ] Employee Benefit Plan, Pension fund which is subject to
the  provisions  of the  Employee  Retirement  Income  Security  Act of  1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)

              (g) [    ]  Parent  Holding  Company,  in  accordance  with  Rule
13d-1(b)(ii)(G) (Note: See Item 7)

              (h) [    ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

ITEM 4.       OWNERSHIP

      If the percent of the class  owned,  as of December 31 of the year covered
by  the  statement,  or as of  the  last  day of any  month  described  in  Rule
13d-1(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.

            (a)   Amount Beneficially Owned:

                     516,154

            (b)   Percent of Class:

                     9.4069%

            (c)   Number of shares as to which such person has:

                  (i)  sole power to vote or to direct the vote

                          0

                  (ii)  shared power to vote or to direct the vote

                          516,154

                  (iii) sole power to dispose or to direct the disposition of

                          516,154

                  (iv) shared power to dispose or to direct the disposition of

                          0

              Instruction: For computations regarding securities which represent
a right to acquire an underlying security see Rule 13d-3(d)(1).


<PAGE>

CUSIP No. 592142 10 3                                          Page 5 of 6 Pages

ITEM 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

      If this  statement  is being  filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].
N/A
      Instruction.  Dissolution of a group requires a response to this item.

ITEM 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

      If any other  person is known to have the right to receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A

ITEM 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

      If a parent  holding  company  has filed this  schedule,  pursuant to Rule
13d-1(b)(ii)(G),  so indicate under Item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification of the relevant  subsidiary.  If a parent
holding  company has filed this  schedule  pursuant to Rule 13d-1(c) , attach an
exhibit stating the identification of the relevant subsidiary. N/A

ITEM 8.      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

      If a group has filed this schedule  pursuant to Rule  13d-1(b)(ii)(H),  so
indicate  under Item 3(h) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group. N/A

ITEM 9.      NOTICE OF DISSOLUTION OF GROUP

      Notice of  dissolution  of a group may be furnished as an exhibit  stating
the date of the  dissolution  and that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.
N/A


<PAGE>

CUSIP No. 592142 10 3                                          Page 6 of 6 Pages


ITEM 10.     CERTIFICATION

      The  following  certification  shall be included if the statement is filed
pursuant to Rule 13d-1(b):

      By signing  below I certify  that, to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.

      The original  statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative (other than an executive
officer  or  general   partner  of  the   filing   person),   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

      NOTE:  Six copies of this  statement,  including all  exhibits,  should be
filed with the Commission.

      ATTENTION:  Intentional  misstatements  or  omissions  of fact  constitute
Federal criminal violations (See 18 U.S.C. 1001).





                                   SIGNATURE


      After reasonable  inquiry and to the best of the  undersigned's  knowledge
and belief,  the  undersigned  certifies that the  information set forth in this
statement is true, complete and correct.

Date:  10/08/97


                                          By:   /s/  Martin Harrison
                                             ------------------------------
                                          Name:  Martin Harrison, MD
                                          Its:








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