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

                                   FORM 12B-25
                                                                 ---------------
                                                                 SEC FILE NUMBER

                                                                    001-32361

                                                                  CUSIP NUMBER

                                                                    592142103
                                                                 ---------------
                           NOTIFICATION OF LATE FILING


(Check One):   |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form
               10-D |_| Form N- SAR |_| Form N-CSR

          For Period Ended:  March 31, 2006

          |_| Transition Report on Form 10-K
          |_| Transition Report on  Form 20-F
          |_| Transition Report on Form 11-K
          |_| Transition Report on Form 10-Q
          |_| Transition Report on Form N-SAR

         For the Transition Period Ended:
                                           -------------------------------------

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


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PART I -- REGISTRANT INFORMATION

         Metropolitan Health Networks, Inc.
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Full Name of Registrant

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Former Name if Applicable

         250 Australian Avenue, Suite 400
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Address of Principal Executive Office (Street and Number)

         West Palm Beach, Florida 33401
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City, State and Zip Code



PART II -- RULE 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

           (a)    The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;
           (b)    The subject annual report, semi-annual report, transition
|X|               report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
                  N-CSR, or portion thereof, will be filed on or before the
                  fifteenth calendar day following the prescribed due date; or
                  the subject quarterly report or transition report on Form 10-Q
                  or subject distribution report on Form 10-D, or portion
                  thereof, will be filed on or before the fifth calendar day
                  following the prescribed due date; and
           (c)    The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach Extra Sheets if Needed.)

The Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006
(the "Form 10-Q") cannot be filed within the prescribed time period because the
Registrant needs additional time to finalize accounting for certain aspects of
its business with Humana, including aspects related to the implementation of the
new Medicare Part D program. This delay could not be eliminated by the
Registrant without unreasonable effort or expense. The Form 10-Q will be filed
as soon as practicable, but in no event later than the fifth calendar day
following the prescribed due date.

PART IV -- OTHER INFORMATION

(1)   Name and telephone number of persons to contact in regard to this
      notification:

      Roberto L. Palenzuela
      General Counsel
      Metropolitan Health Networks, Inc.
      250 Australian Avenue, Suite 400
      West Palm Beach, Florida 33401
      Telephone: (561) 805-8500

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify report(s).

                                                                  |X| Yes |_| No


(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?

                                                                  |_| Yes |_| No

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.

      As stated above, the Registrant has not yet finalized the accounting for
      certain aspects of its business with Humana, including aspects related to
      the implementation of the new Medicare Part D program. For these reasons,
      a reasonable estimate of the Registrant's results of operations for the
      quarter ended March 31, 2006 cannot be made at this time.



                       Metropolitan Health Networks, Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date     May 9, 2006                        By:  /s/ Roberto L. Palenzuela
         -----------                             Name:  Roberto L. Palenzuela
                                                 Title: General Counsel



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240.126-25) of the General
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed copies of this form and amendments
      thereto must be completed and filed with the Securities and Exchange
      Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
      General Rules and Regulations under the Act. The information contained in
      or filed with the form will be made a matter of public record in the
      Commission files.

3.    A manually signed copy of the form and amendments thereto shall be filed
      with each national securities exchange on which any class of securities of
      the registrant is registered.



4.    Amendments to the notifications must also be filed on Form 12b-25 but need
      not restate information that has been correctly furnished. The form shall
      be clearly identified as an amended notification.

5.    Electronic Filers. This form shall not be used by electronic filers unable
      to timely file a report solely due to electronic difficulties. Filers
      unable to submit a report within the time period prescribed due to
      difficulties in electronic filing should comply with either Rule 201 or
      Rule 202 of Regulation S-T or apply for an adjustment in filing date
      pursuant to Rule 13(b) of Regulation S-T.