<PAGE>   1
1

FORM 10-QSB

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1998.

[ ]   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the transition period from _____ to _____.

                        COMMISSION FILE NUMBER 000-22719
                                    ---------

                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
          (Name of small business issuer as specified in its charter.)

                 New Jersey                     22-3273637
      (State or other jurisdiction of        (I.R.S. Employer
       incorporation or organization)        Identification No.)



c/o The Pace Group, Inc., 12160 Abrams Road, Suite 409, Dallas, Texas 75243
       (Address of principal executive offices)                   (zip code)

Issuer's telephone number:    c/o (800) 422-5611
                              ------------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes  X  No
                                                              ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of share outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of September 30, 1998, there were
4,628 shares of Common Stock outstanding.


Transitional Small Business Disclosure Format (Check one):  Yes         No X
                                                                ----      ----



1

<PAGE>   2


                              Index to Form 10-QSB
<TABLE>
<CAPTION>

Part I - Financial Information

<S>       <C>                                                                                               <C>
      Item 1.     Financial Statements

            Statements of Net Assets in Liquidation as of September 30, 1998 (unaudited) and
                    December 31, 1997                                                                         3

            Statement of Changes in Net Assets in Liquidation for the Three Months Ended
                    September 30, 1998 (unaudited)                                                            4

            Statement of Changes in Net Assets in Liquidation for the Nine Months Ended
                    September 30, 1998 (unaudited)                                                            5

            Statement of Operations for the Three Months Ended September 30, 1997 (unaudited)                 6

            Statement of Operations for the Nine Months Ended September 30, 1997 (unaudited)                  7

            Statement of Cash Flows for the Twelve Months Ended December 31, 1997                             8

            Notes to Financial Statements (unaudited)                                                         9


      Item 2.     Management's Plan of Operations


Part II - Other Information

      Item 1.     Legal Proceedings

      Item 2.     [Omitted]

      Item 3.     [Omitted]

      Item 4.     [Omitted]

      Item 5.     [Omitted]

      Item 6.     Exhibits and Reports on Form 8-K
</TABLE>

2

<PAGE>   3


Part I - Financial Information

Item 1.     Financial Statements

                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                     STATEMENTS OF NET ASSETS IN LIQUIDATION


<TABLE>
<CAPTION>
                                                 SEPTEMBER 30      DECEMBER 31
                                                    1998              1997
                                                 (unaudited)

<S>                                             <C>               <C>       
ASSETS

      Cash                                       $1,066,069        $1,504,664
      Investments                                 6,758,399         6,529,250
      Other                                          45,181           603,909



LIABILITIES

      Claims Payable                                573,877        $3,000,000
      Accounts Payable                              410,891           839,555
      Due to Management Company                   2,193,948                 0
      Other Liabilities                             226,171                 0
                                                  ---------



                Net Assets in Liquidation         4,464,762        $4,798,268
                                                  =========
</TABLE>

                             See accompanying notes.


3

<PAGE>   4


                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    For the Three
                                                    Months Ended
                                                 September 30, 1998

<S>                                              <C>      
Net Assets in Liquidation at Beginning of
Period:                                               4,887,561

      Investment Income                                  54,569
      Professional Services                             105,421
      General and Administrative                       (498,728)
      Other                                             (84,061)
                                                     ----------

            Increase (Decrease)                        (422,799)
                                                     ==========

Net Assets in Liquidation at End of Period:           4,464,762
                                                     ==========

            Net Income/Loss per Common Share                (91)
                                                     ==========

            Weighted Average Number of Shares             4,628
                                                     ==========
</TABLE>

                             See accompanying notes.


4

<PAGE>   5


                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    For the Nine
                                                    Months Ended
                                                 September 30, 1998


<S>                                              <C>      
Net Assets in Liquidation at Beginning of
Period:                                               4,798,268

      Investment Income                                 304,589
      Professional Services                            (196,557)
      General and Administrative                       (730,245)
      Other                                             288,707
                                                     ----------

            Increase (Decrease)                        (333,506)
                                                     ==========

Net Assets in Liquidation at End of Period:           4,464,762
                                                     ==========

            Net Income/Loss per Common Share                (72)
                                                     ==========

            Weighted Average Number of Shares             4,628
                                                     ==========
</TABLE>

                             See accompanying notes.


5

<PAGE>   6


                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                      FOR THE THREE
                                       MONTHS ENDED
                                    SEPTEMBER 30, 1997

<S>                                 <C>        
REVENUE

   Premiums, net of reinsurance        $ 2,154,001
   Interest income, net                    121,752
   Other revenue                            38,656
                                       -----------


      Total Revenue                      2,314,409

EXPENSES

   Medical costs                         1,965,165
   Professional services                   331,037
   General and administrative              519,568
   Insurance                                34,109
                                       -----------

      Total expenses incurred            2,849,789
                                       -----------


Net Loss                               $  (535,380)
                                       ===========


     Net loss per common share         $      (115)
                                       ===========
</TABLE>


                             See accompanying notes.


6

<PAGE>   7


                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                              FOR THE NINE
                                              MONTHS ENDED
                                           SEPTEMBER 30, 1997

<S>                                        <C>         
REVENUE

   Premiums, net of reinsurance               $  6,370,304
   Interest income, net                            409,670
   Other revenue                                   109,467
                                              ------------


      Total Revenue                              6,889,441

EXPENSES

   Medical costs                                 6,684,368
   Professional services                         2,666,986
   Compensation and benefits                       689,238
   Provision for Loss on Furniture and
   Equipment                                       760,000
   General and administrative                    1,288,039
   Insurance                                       107,046
                                              ------------

      Total expenses incurred                   12,195,677
                                              ============


Net Loss                                      $ (5,306,236)
                                              ============


     Net loss per common share                $     (1,145)
                                              ============
</TABLE>


                             See accompanying notes.


7

<PAGE>   8


                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                    For the Twelve
                                                     Months Ended
                                                  December 31, 1997
                                                ---------------------

<S>                                              <C>         
Cash flows from operating activities:

   Net Loss                                        $(4,380,226)
   Adjustment to reconcile net loss to net
      cash used for operating activities:
      Provision for Loss on Furniture and
       Equipment                                       760,000
      Depreciation and amortization                    236,006
      Advances to management company                   430,929
      Premium receivable                              (228,677)
      Accounts payable and accrued expenses             57,127
      Claims payable                                 1,455,353
      Other liabilities                               (113,270)
      Other assets                                     (35,411)
                                                   -----------

   Net cash used in operating activities            (1,818,169)
                                                   -----------


Cash flows from investing activities:

      Proceeds from sale of equipment                  324,861
      Purchase of equipment                                  0
      Proceeds from investments matured              5,268,528
      Cost of investments acquired                  (7,833,901)
                                                   -----------

   Net cash provided (used) in investing
      activities                                    (2,240,512)
                                                   -----------


Net (decrease) in cash and cash
   equivalents                                      (4,058,681)
Cash and cash equivalents, beginning of
   period                                            5,563,345
                                                   ===========

Cash and cash equivalents, end of period           $ 1,504,664
                                                   ===========
</TABLE>


                             See accompanying notes.
8

<PAGE>   9


                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998
                                   (UNAUDITED)

1. UNAUDITED FINANCIAL STATEMENTS

The financial information for the three and nine months ended September 30, 1998
and 1997 included herein is unaudited. Such information includes all
adjustments, consisting of a normal and recurring nature, which in the opinion
of management, are necessary for a fair presentation of the Company's Statements
of Net Assets in Liquidation, Statements of Operations, Statement of Changes in
Net Assets in Liquidation, Statements of Changes in Shareholders' Equity and
Statement of Cash Flows in accordance with generally accepted accounting
principles. Such information should be read in conjunction with Management's
Plan of Operation included herein and the Notes to Financial Statements
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997. The interim results are not necessarily indicative of the
results for the full fiscal year.

2. LIQUIDATION BASIS OF ACCOUNTING

As a result of the sale of its operations to HMO Blue on December 19, 1997, the
Company changed from a going-concern basis of accounting to a liquidation basis
of accounting effective December 31, 1997.

The Statements of Net Assets in Liquidation at December 31, 1997 and September
30, 1998 do not distinguish between current and long-term balances as would be
reflected if such statements had been prepared on a going-concern basis. The
Statements of Operations for the nine months and three months ended September
30, 1997 are presented on a going-concern basis.

3. SALE OF GROUP CONTRACTS AND PROVIDER AGREEMENTS

On December 19, 1997, the Company consummated the transfer and assignment of
certain provider and subscriber contracts constituting its HMO and PPO
operations (the "Transaction") to Medigroup of New Jersey, Inc. (the "Purchaser"
or "HMO Blue"), the health maintenance organization affiliated with Blue Cross
Blue Shield of New Jersey, Inc. The Company received a cash payment of
$1,839,300 as consideration for that transfer and assignment.

Although the Company has sold its operations to HMO Blue, the Company remains
responsible for the payment of claims incurred prior to the December 19, 1997
date of the closing of the Transaction with HMO Blue. The Company's liability
for claims payment after December 19, 1998, the first anniversary of the
Transaction, is limited to claims asserted by a claimant for services prior to
December 19, 1997 and previously acknowledged or otherwise known to the Company.
Any other claims liability will be assumed by the Purchaser effective December
19, 1998. The Company expects that it will surrender its Certificate of
Authority ("COA") to New Jersey insurance regulators at such time as the
regulators approve, based on the regulators' determination that the Company has
satisfied its liabilities, expected in early 1999. After such surrender, it is
expected that the Company will be dissolved and assets remaining, if any, after
satisfaction of the Company's liabilities will be distributed to shareholders.
Amounts distributed in respect of each outstanding share of the Company's common
stock are expected to be substantially lower than the purchase price paid for
such shares. However, the Company is unable to determine the final amount that
would be available for distribution. Dissolution would require additional
shareholder action.

4. MANAGEMENT AGREEMENT

Effective September 1, 1994, the Company entered into a management agreement
with Medical Group Management, Inc. ("MGM"), a subsidiary of New Jersey State
Medical Underwriters, Inc. ("NJSMU"). The management agreement with MGM
provided, among other things, that MGM was responsible for all 


9

<PAGE>   10


administration and management of the company. That agreement was terminated
effective as of July 31, 1997.

Effective July 1, 1997, the Company entered into a Management Services Agreement
(the "Management Agreement") with the Purchaser. Under the terms of the
Management Agreement, the Purchaser is providing the Company management and
administrative services necessary for the operation of the Company including,
but not limited to, claims processing, member services, enrollment, provider
assistance, utilization management and financial services. The cost of such
services was based upon a per member per month fee, and was lower than
management fees previously paid by the Company. After the Transaction on
December 19, 1997, the Company's Management Agreement transitioned to a payment
arrangement based on hourly fees. The Purchaser continued after September 30,
1998 to gather data summarizing labor hours incurred in support of the Company's
recordkeeping for the nine months ended September 30, 1998. Until the data
gathering is complete, the Purchaser estimates its management fee will not
exceed $181,828 for the nine months ended September 30, 1998. The estimated
amount has been accrued in Accounts Payable in the September 30, 1998 Statement
of Net Assets in Liquidation.

In addition, effective August 1, 1997, the Company engaged The Pace Group, Inc.
("Pace") to provide certain management transition services and certain corporate
financial and reporting assistance not otherwise provided by the Purchaser.

5. COMMITMENTS AND CONTINGENCIES

The Company is a defendant in an action entitled Behari vs. Physician Healthcare
Plan of New Jersey, et.al., docket number L-2397-97 in Superior Court of Morris
County, New Jersey. In that action, the Plaintiff seeks to recover unspecified
compensatory and punitive damages together with interest and litigation costs
from the Defendants for alleged wrongful termination of an employment agreement
alleged between the Plaintiff and the Defendants and for defamation, among other
related caused of action. The Company believes that it has excellent defenses
which it intends to vigorously pursue. The case is in early stages of litigation
and the Company cannot estimate the amount of potential loss at this time.

6. REINSURANCE

The Company renewed its reinsurance coverage to cover claims incurred through
December 19, 1997 (the closing date of the transaction with the Purchaser) and
paid within an additional 90 days. An endorsement was negotiated extending the
payment period to December 19, 1998 for claims incurred through December 19,
1997. After September 30, 1998, management provided the reinsurance carrier with
certain claims data to begin the evaluation and measurement of amounts
potentially due under that reinsurance coverage. No recovery has been recorded
on the Statement of Net Assets in Liquidation at September 30, 1998 as neither
the amount nor the certainty of any recovery is determinable as of September 30,
1998.

ITEM 2.

MANAGEMENT'S PLAN OF OPERATIONS

      The following discussion should be read in conjunction with the Financial
Statements and the Notes thereto provided herein.

      The Company sold its operations to the Purchaser on December 19, 1997,
following the December 9, 1997 shareholder meeting at which the sale was
approved, and has continued efforts through 1998 year to date to wind down
operations. As a result, effective December 31, 1997, the Company changed its
basis of accounting from a going-concern basis to a liquidation basis. During
the nine months ended September 30, 1998, management activities have been
limited to continuing the Company's payment of existing liabilities, stewardship
of remaining assets, and maintaining compliance as appropriate in reporting to
applicable regulatory agencies.


10

<PAGE>   11

      Although the Company has sold its operations to HMO Blue, the Company
remains responsible for the payment of claims incurred prior to the December 19,
1997 date of the closing of the transaction with HMO Blue. The Company's
liability for claims payment after December 19, 1998, the first anniversary of
the Transaction, is limited to claims asserted by a claimant for services prior
to December 19, 1997 and previously acknowledged or otherwise known to the
Company. Any other claims liability will be assumed by the Purchaser effective
December 19, 1998. The Company expects that it will surrender its COA to New
Jersey insurance regulators at such time as the regulators approve, based on the
regulators' determination that the Company has satisfied its liabilities,
expected in early 1999.


Results of Operations

      The decrease in net assets in liquidation for the nine months ended
September 30, 1998 was $333,506 which represents income offset by general and
administrative expenses and professional services. During the nine months ended
September 30, 1998, the Company earned $304,589 in investment income, and
$288,707 in other income, principally premium income for 1997 coverage.

      For the nine months ended September 30, 1998, the Company incurred
administrative costs of $231,517. In 1998, such costs and expenses relate to the
limited management activities of the Company including, but not limited to,
costs and expenses incurred due to legal fees, actuarial and accounting
assistance, insurance, and printing and shareholder communications expenses. See
Note 4 of the Notes to Financial Statements for September 30, 1998.

      During the nine months ended September 30, 1998, $2,426,123 in medical
claims were paid against the Company's existing balance of Incurred But Not
Reported (IBNR) reserves, all of which were accrued and accounted for as medical
expenses as is appropriate per generally accepted accounting principles. Of
total claims paid during 1998, the Company paid $1,900,000 in the first quarter
of 1998 and the Company expects claims payment amounts to continue to decline.
Management has elected to maintain the claims liability remaining on a
conservative basis until actual risk data is more complete for claims incurred
before December 19, 1997.

      The decrease in net assets in liquidation for the three months ended
September 30, 1998 was $422,799 which also represents income offset by general
and administrative expenses and professional services. During the three months
ended September 30, 1998 the Company recorded $54,569 in investment income and
wrote off $84,061 of other income. The write off of other income is a net amount
including $18,618 of 1997 premium revenue received in July, 1998 offset by a 
1997 reduction in PPO revenue of $102,679. The reduction of $102,679 in PPO
revenue is a delayed recording of a 1997 adjustment.

      During the three months ended September 30, 1998, the Company recorded
$393,307 in expenses (professional services and general and administrative)
including a one time insurance premium payment and increased management fees
charged by the Purchaser, as the Purchaser re-evaluated its level of support for
the Company's operations and recordkeeping. See Note 4 of Notes to Financial
Statements for September 30, 1998. The Purchaser re-evaluated the level of
support as the result of personnel changes and the number and type of
accounting procedures required for the Company's operations and record
keeping. The Company expects management fees to continue to increase due to
additional work required in preparation for the year end audit and other
reconciliation activities. Regarding insurance premium, in September
1998 the Company paid a $68,000 premium for directors' and officers' liability
coverage for the period August 26, 1998-August 26, 1999.

      During the three months ended September 30, 1998, $130,395 in medical
claims were paid against the Company's existing balance of IBNR.

     The Company has not expended any funds to date, and does not expect to do
so in the future, in connection with the so-called "Year 2000 issue." The
Company has disposed of its operations and fixed assets, and conducts no
operations that would be affected by the Year 2000 issue.

11

<PAGE>   12


Liquidity and Capital Resources

General

      As of September 30, 1998, the Company had approximately $7.8 million in
cash and cash equivalents and investments in U.S. Treasury obligations.
Management believes sufficient liquid funds are available to satisfy any
remaining liabilities, medical or otherwise, likely to occur in the near future
(including, without limitation, costs and expenses related to the administration
of liquidation such as legal and actuarial fees, insurance, accounting fees, and
printing and shareholder communication expenses).

      The Company has not made any liquidating distributions since assuming a
liquidation status and does not anticipate a future distribution until such time
as outstanding liabilities are confirmed as extinguished and net assets
available for liquidation are entirely complete. Additionally, the New Jersey
Department of Banking and Insurance and Department of Health and Senior Services
must approve the surrender of the Company's COA as a precondition for any such
liquidating distributions.

      The Company operates under a Management Agreement with the Purchaser,
whereby the Purchaser provides most administrative and financial services
required by the Company. Since December 31, 1997, employers whose health
insurance was formerly placed with the Company have continued to deposit
premiums in the Company's bank account, although membership has transferred to
the Purchaser. As of September 30, 1998, the Company reported $6,758,399 in
Investments, $2,193,948 of which is due to the Purchaser for health insurance
provided after December 19, 1997. The offsetting liability is recorded as Due to
Management Company. These funds were transferred to the Purchaser after
September 30, 1998.

Contingent Liabilities

      As the scope of these liabilities becomes better defined, there may be
changes in the estimates of future costs, which could have a material effect on
the Company's financial condition, liquidity and future ability to make
liquidating distributions. However, the Company currently believes, based on
claims payment experience through September 30, 1998, that existing IBNR
reserves and standing reinsurance agreements will adequately insulate the
Company from any material medical claims in excess of outstanding recorded
liabilities. See Notes 6 and 3 of the Notes to Financial Statements for
September 30, 1998 for discussion of the Company's reinsurance coverage and
discussion of the Company's transfer of claims liability to the Purchaser,
respectively.

      The discussion in this Quarterly Report contains certain forward-looking
statements that involve risks and uncertainties, such as statements of the
Company's plans, objectives, expectations and intentions. The statements should
not be regarded as a representation by the Company that the expectations or
plans of the Company will be achieved. Actual results or events could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, the effect of requirements
imposed by regulatory agencies, the amount of claims submitted by members who
were enrolled in the Company's health care plans through December 19, 1997, the
level of non-medical expenses incurred by the Company and the returns on the
Company's investments.


PART II -- OTHER INFORMATION

ITEM 1.

      The Company is a defendant in an action entitled Behari vs. Physician
Healthcare Plan of New Jersey, et. al., docket number L-2397-97 in Superior
Court of Morris County, New Jersey. In that action, the Plaintiff seeks to
recover unspecified compensatory and punitive damages together with interest and
litigation costs from the Defendants for alleged wrongful termination of an
employment agreement alleged between the Plaintiff and the Defendants and for
defamation, among other related causes of action. The 


12

<PAGE>   13


Company believes that it has excellent defenses which it intends to vigorously
pursue. The case is in early stages of litigation and the Company intends to
vigorously defend this action.


ITEM 2. [Omitted]

ITEM 3. [Omitted.]

ITEM 4. [Omitted.]

ITEM 5. [Omitted]

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS

Reference is made to the Index of Exhibits hereinafter contained on Page nn.

(b) REPORTS ON FORM 8-K.

No reports on Form 8-K were filed during the quarter for which this report on
Form 10-QSB is being filed.


INDEX TO EXHIBITS

 EXHIBIT NO.      EXHIBIT

      3.1         Amended and restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the Registrant's
                  Registration Statement on Form SB-2)

      3.2         Amended and restated By-Laws (incorporated by reference to
                  Exhibit 3.2 to the Registrant's Registration Statement on Form
                  SB-2)

      4.1         Secondary Offering Prospectus, as approved by the Securities
                  Exchange Commission on November 9, 1995, detailing rights of
                  security holders (incorporated by reference to the
                  Registrant's Registration Statement on Form SB-2)

     10.1         Physician Participation Agreement with Registrant, and
                  amendment thereto (incorporated by reference to the
                  Registrant's Annual Report on Form 10-KSB for the year ended
                  December 31, 1995)

     10.2         Hospital Letter of Agreement with Registrant (incorporated by
                  reference to Exhibit 10.2 to the Registrant's Registration
                  Statement on Form SB-2)

     10.3         Hospital Participation Agreement with Registrant (incorporated
                  by reference to Exhibit 10.3 to the Registrant's Form 8-K
                  filed on December 29, 1997)

13

<PAGE>   14


     10.4         Revised Management Agreement by and between Medical
                  Group Management, Inc. and the Registrant
                  (incorporated by reference to Exhibit 10.8 to the
                  Registrant's Registration Statement on Form SB-2)

     10.5         Capital Management Agreement between New England
                  Asset Management and Registrant (incorporated by
                  reference to Exhibit 10.9 to the Registrant's
                  Registration Statement on Form SB-2)

     10.6         Letter of Intent between Acordia of Southern
                  California and Medical Group Management, Inc.
                  (incorporated by reference to Exhibit 10.10 to the
                  Registrant's Registration Statement on Form SB-2)

     10.7         Lease for Registrant's facility (incorporated by reference to
                  Exhibit 10.11 to the Registrant's Registration Statement on
                  Form SB-2)

     10.8         Assignment and Assumption of Lease Agreement dated February
                  11, 1997 (incorporated by reference to Exhibit 10.8 in the
                  Registrant's Registration Statement Form SB-2)

     10.9         Agreement between the Registrant and Medigroup of
                  New Jersey, Inc. dated as of June 26, 1997 (incorporated
                  by reference to Exhibit 10.9 to the Registrant's Form 10-QSB
                  for quarter ended September 30, 1997)

     10.10        Management Services Agreement between the Registrant and
                  Medigroup of New Jersey, Inc. dated as of June 26, 1997
                  (incorporated by reference to Exhibit 10.9 to the Registrant's
                  Form 10-QSB for quarter ended June 30, 1997)

     10.11        Termination and Release Agreement by and between Medical Group
                  Management, Inc. and Physician Healthcare Plan of New Jersey,
                  Inc., dated as of July 31, 1997 (incorporated by reference to
                  Exhibit 10.11 to the Registrant's Form 10-QSB for quarter
                  ended September 30, 1997)

     10.12        Letter Agreement between Medigroup of New Jersey, Inc. and
                  Physician Healthcare Plan of New Jersey., dated as of August
                  26, 1977, relating to the sale of certain fixed assets
                  (incorporated by reference to Exhibit 10.12 to the
                  Registrant's Form 10-QSB for quarter ended September 30, 1997)

     10.13        Services Agreement between The Pace Group, Inc. and Physician
                  Healthcare Plan of New Jersey, Inc., dated as of August 1,
                  1997 (incorporated by reference to Exhibit 10.13 to the
                  Registrant's Form 10-QSB for quarter ended September 30, 1997)

     10.14        Agreement between Medigroup of New Jersey, Inc. and Physician
                  Healthcare Plan of New Jersey, Inc., dated July 25, 1997,
                  relating to the use of certain computer equipment
                  (incorporated by reference to Exhibit 10.14 to the
                  Registrant's Form 10-QSB for quarter ended September 30, 1997)

14

<PAGE>   15

     10.15        Management Services Agreement dated as of December 19, 1997
                  between Physician Healthcare Plan of New Jersey, Inc. and
                  Medigroup of New Jersey, Inc. (incorporated by reference to
                  Exhibit 99.3 to the Registrant's Form 8-K filed December 29,
                  1997)

     27           Financial Data Schedule



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                  PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.

                  BY:  /S/    JOSEPH BILLOTTI, M.D.
                     --------------------------------
                        Joseph Billotti, M.D.
                                Chairman

  /S/ BARRY MASSEY
 --------------------------
      Barry Massey
      Senior Consultant of The Pace Group, Inc.
      (Acting in the capacity of Principal Accounting Officer and Principal
      Financial Officer of the Registrant)

                            DATED: November 13, 1998


15